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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, 2002.
[ ] 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 38117
MEMPHIS, TN (Zip Code)
(Address of principal executive offices)
(901)762-0600
(Registrant's telephone number including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
Common Stock, $.01 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.
NONE
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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [ ]
The aggregate market value of the registrant's common stock held by
non-affiliates computed by reference to the closing price at which the stock was
sold on June 28, 2002 was approximately $102.5 million.
The number of shares outstanding of each of the registrant's classes of
common stock as of March 10, 2003 was 19,251,749 shares of common stock, all of
one class.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 2002 Annual Report to Shareholders Parts I, II and IV
PART I
ITEM 1. BUSINESS
I. GENERAL
ResortQuest is one of the world's leading providers of vacation condominium
and home rental property management services in premier destination resorts
located in the United States and Canada. ResortQuest is a Delaware corporation
that was formed during 1998. We have developed the first and only branded
international network of vacation rental properties, and currently offer
management services to over 20,000 rental properties. We have one operating
segment, property management, which is managed as one business unit. The results
of our ResortQuest Technologies and corporate are included in our other segment.
Our property management operations are in more than 50 premier resort locations
in the Beach, Hawaii, Mountain and Desert geographical regions.
Our rental properties are generally second homes or investment properties
owned by individuals who assign us the responsibility of managing, marketing and
renting their properties. We earn management fees as a percentage of the rental
income from each property, but have no ownership interest in the properties. In
addition to the vacation property management business, we offer real estate
brokerage services and other rental and property owner services. We have also
developed an industry leading proprietary vacation rental management software,
First Resort Software, with over 900 licenses sold to vacation property
management companies.
We provide value-added services to both vacationers and property owners. For
vacationers, we offer the value, convenience and features of a condominium or
home while providing many of the amenities and services of a hotel. To manage
guests' expectations, we have developed and implemented a five-tier rating
system that segments our property portfolio into five categories: Quest Home,
Platinum, Gold, Silver and Bronze. For property owners, we offer a comprehensive
package of marketing, management and rental services designed to enhance rental
income and profitability while providing services to maintain the property.
Property owners also benefit from our QuestPerks program, which offers benefits
such as discounts on lodging, air travel and car rentals.
Utilizing our marketing database, we market our properties through national
cable television ad campaigns and various other media channels. We have
significant distribution through ResortQuest.com, our proprietary website
offering "real-time" reservations, and our inventory distribution partnerships
that include Expedia, Travelocity, Condosaver.com, retail travel agents, travel
wholesalers and others. We are constantly enhancing our website to improve the
booking experience for leisure travelers. In addition to detailed property
descriptions, virtual tours, interior and exterior photos, floor plans and local
information, vacationers can search for properties by date, activity, event or
location; comparison shop among similar vacation rental units; check for special
discounts and promotions; and obtain maps and driving directions.
We make available, free of charge, on our website, Resortquest.com, through
the Investor Relations page, our annual reports on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to all those reports
as soon as reasonably practicable after we file or (furnish) such reports to the
U.S. Securities and Exchange Commission.
II. INDUSTRY OVERVIEW
U.S. VACATION RENTAL INDUSTRY. Our operations are focused in the pleasure
travel area of the United States travel and tourism industry, specifically the
leisure segment. The leisure segment represents all trips taken for vacation
purposes other than those trips to visit family or friends. As the seasonality
in many resort destinations undermines hotel economics, resort destinations
often have fewer traditional hotels resulting in condominiums and homes being
the predominant lodging option. These destinations, however, offer a
comparatively large choice of condominiums and homes (sometimes both timeshare
and privately-owned).
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Vacation condominiums and homes generally provide substantial value to the
customer as they offer families greater space and convenience than a resort
hotel room, including separate living, sleeping and eating quarters.
Furthermore, with full kitchens available in most properties, vacationers can
also save substantially on dining costs.
Vacationers who wish to stay in a condominium or home in a resort location
typically have three choices: (i) buy the condominium/home, (ii) rent the
condominium/home, or (iii) purchase a timeshare interest in a condominium/home.
The rental option is typically the least expensive and most flexible alternative
for vacationers. Timeshare interests require the purchase of an ownership
interest in a vacation residence and continuing annual maintenance payments.
Conversely, renting a vacation condominium/home frees travelers from the
commitment and expense of timeshare. The vacationer can rent a specific property
for a specific time period, and suffer no ongoing obligations.
Most vacation condominiums and homes are second homes owned by individuals who
cannot or do not want to manage their properties. The U.S. Census Bureau
estimates that there are approximately 6 million second homes including
condominiums and timeshares in the U.S., with the top five states being
California, Florida, New York, Texas and Pennsylvania. Local vacation property
rental and management companies also contract with homeowners to manage the
properties and rent them to vacationers when the owner is not using them. The
vacation rental property managers facilitate the rental process by handling
most, if not all aspects of interaction with vacationers, including generating
reservations, processing rental payments and security deposits, operating
check-in and check-out locations, coordinating inspections and maintenance and
providing housekeeping services. Vacation homeowners are drawn to the rental
market by the ability to use the income received to defray the cost of
ownership.
Information in this industry is highly fragmented and difficult to accumulate
at a macro-level. We estimate that the U.S. vacation and rental market for homes
and condominiums, excluding timeshare rentals, is over $10 billion in gross
lodging revenues annually. Additionally, we estimate the market to consist of
over 4,000 companies that manage over 600,000 condominiums and homes, with no
company except ResortQuest managing more than 20,000 units, and virtually all of
our competitors focused in single resort markets.
ON-LINE TRAVEL INDUSTRY. According to the Travel Industry Association of
America ("TIA"), 39 million people in the U.S. used the Internet to make travel
reservations in 2002. This is a 25% increase from 2001's 31 million. A recent
study by the TIA indicated that the on-line traveler market has grown steadily
from 27 million users in 1996 to 96 million users in 2002, a compounded annual
growth rate of approximately 24%.
III. 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 first international and 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 market our properties through various media
channels and have significant Internet distribution through ResortQuest.com, our
proprietary web site offering "real time" on-line reservation booking
capabilities, and our travel marketing agreements with global inventory
distribution partners. ResortQuest Technologies, a division of ResortQuest is
focused on Internet marketing and inventory distribution using our one of a kind
"middleware technology" that links the inventory directly to the distribution
channels. In addition to detailed property descriptions, virtual tours, interior
and exterior photos and floor plans, and local information available on our web
site, vacationers can search for properties by date; view
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activities and events by location; comparison shop among similar vacation rental
units; check for special discounts and promotions; and obtain maps and driving
directions.
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 all of our
operations 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 contacts 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.
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 international 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. Property owners
also benefit from our QuestPerks program, which offers discounts on lodging, air
travel and car rentals. We believe that our reputation for high quality,
comprehensive management services, marketing and distribution capabilities is 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, as discussed within item 10 of Part III. herein, has the breadth of
experience necessary to execute our business plan effectively.
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 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.
IV. GROWTH STRATEGY
We believe we can enhance our position as one of the world's leading provider
of vacation condominium and home rentals in premier destination resorts by
executing on the following:
FULLY IMPLEMENT OUR NATIONAL MARKETING STRATEGY. We have implemented a
multi-faceted and fully integrated national marketing program designed to
increase vacationer awareness of the ResortQuest brand, while promoting the
unique characteristics of our individual resorts. This comprehensive sales and
marketing
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program targets past guests, potential new guests and the travel trade through
high-profile targeted advertising, database marketing (e.g., our proprietary
marketing database), Internet marketing, various distribution channels (both
on-line and off-line), public relations, promotional programs and our own
website, ResortQuest.com. In order to maximize the on-line exposure of
ResortQuest.com and our over 20,000 vacation rental properties, we have
agreements with certain Internet portals such as America On-line (AOL Keywords:
ResortQuest and Vacation Rentals), Expedia.com, Travelocity.com and
CondoSaver.com. Our marketing programs are designed to attract new customers as
well as to cross-sell additional services and locations to existing guests,
thereby increasing market share and building guest loyalty. The cross-sell
strategy offers guests 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 our international, national, regional and local integrated
marketing efforts will increase customer awareness of the ResortQuest brand,
lead to an increased long-term demand for our rentals and result in higher
long-term occupancy and rental rates for our condominium and home owners. We
also believe that the anticipated long-term increase in rental income for owners
will ultimately be a competitive advantage in attracting new property owners.
USE ADDITIONAL MARKETING CHANNELS. Historically, most vacationers have
located vacation condominiums and homes through referrals, word-of-mouth,
limited local newspaper advertising and direct mail. We believe there are
significant opportunities to continue 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 sites, retail
travel agents, wholesalers and national and regional integrated marketing
communication campaigns, 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 on-line travel providers.
These relationships should continue to be a significant source of new customers
and, in particular, will be valuable marketing channels for off-peak seasons.
INCREASE MARKET SHARE WITHIN EXISTING MARKETS. A key element of our growth
strategy is increasing our selection of condominiums and homes in order to
expand our market share and strengthen the ResortQuest brand at each of our
locations. We intend to continue to attract new property owners by achieving
high occupancy rates through effective international, national and regional
marketing, cross-selling and offering additional incentives to property owners,
such as QuestPerks, 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 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.
SELECTIVELY PURSUE STRATEGIC ACQUISITIONS. A significant portion of our
historical growth has been through the completion of strategic acquisitions.
Over the long-term and as the impact of the war on terrorism on the travel and
tourism industry recedes, we will continue to 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.
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V. MARKETS
We currently manage condominiums and homes in over 50 premier resort
locations throughout the U.S. and in Canada. The following table sets forth the
aggregate number of properties managed in each of the following states and
provinces at December 31, 2002.
HAWAII RESORTS
Hawaii: Hawaii, Kauai, Maui and Oahu ............................. 5,468
MOUNTAIN RESORTS
Colorado: Aspen, Breckenridge, Crested Butte, Dillon, Keystone,
Snowmass Village, Steamboat Springs and Telluride ................ 1,900
British Columbia: Whistler ........................................ 601
Utah: The Canyons, Deer Valley and Park City ...................... 368
Montana: Big Sky .................................................. 212
Oregon: Mt. Bachelor and Sunriver ................................. 143
Idaho: Sun Valley ................................................. 238
Tennessee: Gatlinburg and Pigeon Forge ............................ 180
BEACH RESORTS
Florida: Anna Maria Island, Beaches of South Walton, Bonita
Springs, Bradenton, Captiva Island, Destin, Fort Myers, Fort Myers
Beach, Fort Walton Beach, Lido Key, Longboat Key, Marco Island,
Naples, Navarre Beach, New Port Richey, Okaloosa Island, Orlando,
Panama City, Pensacola, Perdido Key, Sanibel Island, Sarasota,
Siesta Key, Vanderbilt Beach and Venice .......................... 6,296
Massachusetts: Nantucket .......................................... 1,200
South Carolina: Hilton Head Island ................................ 611
Delaware: Bethany Beach ........................................... 640
North Carolina: Outer Banks ....................................... 991
Georgia: St. Simons Island ........................................ 504
Alabama: Gulf Shores .............................................. 315
DESERT RESORTS
California: Palm Desert ........................................... 174
Arizona: Phoenix, Scottsdale and Tucson ........................... 251
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TOTAL .............................................................. 20,092
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VI. 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 through the vacationers' arrivals and durations of their
stays. 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 over 20,000 managed
vacation rental properties. Vacationers can check availability and rental rates,
view extensive content information about each property, including photographs,
floor plans, virtual tours of our condominium and home rental units; see
activity calendars for popular events and attractions; view local weather
forecasts and snowfall amounts in all of our resort locations; plus obtain value
added information about special offers and promotions while making real-time
on-line reservations. Vacationers can customize their searches of our rental
inventory based upon either type of resort destination, including beach,
mountain, Hawaii and desert, or by type of activity, including golf, skiing,
tennis and fishing. Vacationers also can search for rental units in several
different resort locations simultaneously.
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In addition to on-line access to our rental properties, we 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, empty nester 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 facilities, many of which are located on-site at the front desk of our
condominium properties. Off-site check-in facilities 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 ticket
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
resort areas delivers 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 vacationers' 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 that
are so luxurious and unique that they are in a class of
their own;
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 includes 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.
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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 and decor. Similarly, we have standardized
the use of property location descriptions. We perform periodic 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 an international 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, that is accessible through AOL Keywords: ResortQuest and
Vacation Rentals, 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
that details the rental activity and management of their condominiums and homes.
Both our employees and third party independent contractors provide property
maintenance services. 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 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 over 30 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.
VII. MARKETING
GENERAL. 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.
Our marketing strategy is one that is designed to be fully integrated to both
on-line and off-line initiatives from an international, national, regional, and
local perspective. The number one goal is driving occupancy rates, followed
closely by building awareness of the ResortQuest brand name services and image,
while always including a cross-sell message of our destinations and promoting
ResortQuest.com. We utilize a comprehensive, national marketing campaign
targeting consumers and the travel trade through various international and
domestic marketing alliances, national and regional cable TV, preferred supplier
agreements, Internet affiliates and on-line distribution, direct mail, e-mail
marketing, public relations, promotional programs
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and high-profile print advertising in publications such as Travel & Leisure,
Ski, Coastal Living, Golf Magazine, Southern Living and Readers Digest. We also
market to retail travel agents and wholesalers through e-mail, company
intranets, advertisements in trade publications and attendance at national and
regional travel industry trade shows and direct sales calls. 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 and tour operators.
We believe that our most important marketing resource is our proprietary past
guest marketing database and web site, ResortQuest.com. For the first time,
consumers can use a single source to visit resort destinations throughout the
U.S. and in Canada, take virtual tours, view photographs and floor plans and
make real-time reservations directly on-line for stays in vacation condos homes
and villas. In order to maximize the on-line exposure of ResortQuest.com and our
20,000 plus vacation rental properties, we have many distribution deals with
on-line travel sites such as Expedia, Travelocity, HRN (i.e., CondoSavers.com)
and others.
We believe that international, national and regional marketing campaigns
increase the marketing communications reach of our existing operations and those
to be acquired in the future, and expand the universe of potential new 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, retail travel agents, wholesalers, distribution
partners, broadcast and print media. We believe that our extensive selection of
vacation condominiums and homes make us an attractive partner and new revenue
stream while airlines and others have decreased commissions 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
valuable marketing and distribution channels for off-peak seasons.
MARKETING DATABASE. Our past guest marketing database has a wealth of guest
knowledge, with demographic, reservation and sales transaction data for more
than 1.5 million guests across virtually all of our operations, which provides
up to four full years of consumption data for over 2.1 million stays, more than
12.9 million room nights and nearly $2.0 billion in gross lodging revenue.
With a myriad of data enhancements, including demographic data appends and
cross-resort stay patterns, this database supports a full range of one-to-many
and one-to-one marketing activities through e-mail marketing, direct mail and
outbound telemarketing. Its value was clearly demonstrated against the backdrop
of the events of September 11, 2001. While leisure business at most resort
properties in 2001 declined versus 2000 by 20% on average, aggressive and timely
direct marketing made possible by this database held our declines at only 13% in
the number of guests, and only 8% in the number of stays and room-nights.
The ability to timely launch targeted direct marketing promotions to past
guests resulted in significant increases in the percentage of repeat guests -
from 21% in 2000 to 31% in 2001 and to 38% by the end of 2002.
The advantage gained by the availability of this database was especially
evident in our ability to drive business within booking windows that were 24%
tighter in 2001 versus 2000 and continued to shrink in 2002 versus 2001 by
another 2%. In light of this shortened booking lead time, continual mining of
our database is ever more crucial to enable us to rapidly develop targeted
offers that are individualized for selected past guests driving business that,
in previous years, would have only been implemented over extended timeframes
from booking to arrival date.
This database is utilized extensively for regular booking pace analyses to
identify and quickly respond to soft periods at each of our resort areas.
Without this information, the ability to analyze booking pace on a standardized
basis across so many diverse destinations would be extremely difficult. This
database is also utilized extensively in sales tracking, pre and post marketing
analysis enabling us to fine-tune promotion and sales efforts for greater
cost-efficiencies.
Finally, this database is the core component of our long-term direct
marketing (e.g., e-marketing and postal
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mail) vision as it links guest history (consumption data) to email and postal
addresses for precise targeting on a truly one-to-one basis.
VIII. TECHNOLOGY
Through the sale of First Resort Software by ResortQuest Technologies, we are
the leading provider of integrated management, reservations and accounting
software for the vacation rental and property management industry. We combine
this powerful software with a varied offering of related business services that
truly enables clients to look to us as the primary provider of their resort
technology needs.
In the fourth quarter of 2002, management made changes to our software
operations strategy that included a redefinition of the target market for First
Resort Software. Prior to this strategy shift, the latest version of First
Resort Software was being designed to meet the needs of all companies in our
industry. The new strategy is to focus on the needs of small to medium-sized
property management companies, which make up the majority of the industry.
We currently utilize First Resort Software internally and over 900 other
vacation rental and property management companies have purchased licenses of
this software from us. This software program was developed to overcome problems
encountered by rental property managers in attempting to use software programs
developed for the hotel industry. 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 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 manage owner escrow accounts, 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 management system, activities management system, credit card interface and
on-line booking interface through the Internet. We have developed a
next-generation JAVA browser-based graphical reservations application that
allows users of its software to completely integrate their reservations systems
with the Internet.
We intend to rely on the First Resort Software products and management
expertise of ResortQuest Technologies to develop an enterprise solution for
in-house use that will leverage the power of JAVA with the strength of our
reservation call center technologies. This business system is being created in
close cooperation with the user community and will significantly streamline
company operations and reporting as well as provide a robust, best-of-breed
environment for continued company growth. We believe that investment in
technology is critical in building an internationally branded vacation rental
and property management company for premier destination resorts and will provide
us with a significant competitive advantage in the future.
IX. 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 over 4,000 individual vacation rental and
property management companies that typically operate in limited geographic
areas. Some of our competitors are affiliated with the
11
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
operating strategies focused on increasing the profitability of our existing and
subsequent acquisitions.
X. EMPLOYEES
On average, we employed 5,000 full-time and temporary employees during 2002.
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.
XI. FACTORS THAT MAY AFFECT FUTURE RESULTS
Our disclosures and analyses in this report and in our 2002 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 2002
Annual Report to Shareholders and in any other public statements that 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 Form 10-Q, 8-K and 10-K reports to the Securities and Exchange Commission
("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.
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 entities or implement effectively our operating
and growth strategies. If we are unable to integrate successfully recent and
future acquisitions, it could have a material adverse effect on our business and
financial results.
12
Entities that we have acquired 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 acquired entities 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 future acquisitions.
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;
- impairment of acquired intangible assets; and
- increased potential for customer dissatisfaction or performance problems
at a single acquired company to adversely affect 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.
WE MAY NOT BE ABLE TO FINANCE FUTURE ACQUISITIONS.
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 our existing operations 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
13
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.
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 Hawaii,
beach, mountain and desert 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;
- terrorist attacks; 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
operations 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
operations depend upon whether the resort is primarily a summer or winter
destination. During 2002, excluding unusual items and other charges of
approximately $15.1 million, we derived approximately 26.4% of our revenues and
49.9% of our operating income in the first quarter and 31.5% of our revenues and
89.4% of our operating income in the third quarter. Although the seasonality of
our financial results may be partially mitigated by the geographic diversity of
our operations 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
14
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 acquisition strategy.
OUR BUSINESS DEPENDS UPON THE EFFORTS OF THIRD PARTIES TO MAINTAIN RESORT
FACILITIES AND TO MARKET OUR 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
portion of our revenues. 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.
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 resort operations; 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 consolidated revenues and percentage of total
revenues derived from each region for the year ended December 31, 2002 (dollars
in thousands).
CONSOLIDATED % OF TOTAL
REGION REVENUES REVENUES
- ------ ------------ ----------
Florida.......................................... $ 59,826 31.5%
Hawaii........................................... 52,951 27.8
Colorado ........................................ 21,147 11.1
All Other Operations............................. 56,317 29.6
-------- -----
Total $190,241 100.0%
======== =====
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 James
S. Olin, President and Chief Executive Officer, the other executive officers of
ResortQuest and our senior management teams in each of the resort areas in which
we operate. Furthermore, we will likely be dependent on the management team of
15
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 certain local managers, we
cannot assure you that any of these individuals will continue in his or her
present capacity for any particular period of time.
THE SUBSTANTIAL AMOUNT OF GOODWILL RESULTING FROM OUR ACQUISITIONS COULD
ADVERSELY AFFECT OUR FINANCIAL AND OPERATING RESULTS.
Approximately $205.8 million, or 75.5%, of our total assets at December 31,
2002 is net goodwill, which represents the excess of the purchase price over
fair value of identified net assets acquired in business combinations accounted
for under the purchase method of accounting.
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 141, "Business Combinations," and
No. 142, "Goodwill and Other Intangible Assets." Statement No. 141 eliminated
the pooling-of-interests method of accounting for business combinations and
requires all transactions initiated after June 30, 2001, to be accounted for
using the purchase method. Under Statement No. 142, goodwill related to our
future acquisitions is not subject to amortization, and goodwill related to our
historical acquisitions is no longer amortized as of January 1, 2002. Goodwill
is subject to reviews for impairment at least annually and upon the occurrence
of certain events, and if impaired, a write-down will be recorded.
Upon our adoption of Statement No. 142, our software operations and each of
our geographical resort regions with assigned goodwill were each valued as a
reporting unit. If the fair value of the reporting unit was greater than the
book value, including assigned goodwill, no further testing was required.
However, if the book value, including goodwill, was greater than the fair value
of the reporting unit, the assets and liabilities of the reporting unit and the
fair value of the assets is the implied fair value of goodwill. To the extent
that the implied fair value of goodwill was less than the book value of
goodwill, an impairment charge was recognized as a cumulative effect of a change
in accounting principle. Based on this test, we recorded a non-cash $8.1 million
write-down of our goodwill related to our Desert resort operations, partially
off-set by a $1.9 million income tax benefit. The Desert resort operations are
expected to continue to experience declining cash flows as a result of the
economics of the Desert markets. During Fourth quarter 2002, management made
changes to its software operations strategy that included a redefinition of its
target market for First Resort Software. Prior to this strategy shift, the
latest version of First Resort Software was being designed to meet the needs of
all companies in our industry. The new strategy is to focus on the needs of
small to medium-sized property management companies, which make up the majority
of the industry. This change necessitated a $4.2 million write-down of our
goodwill related to the software operations and a $6.4 million write-down of
certain capitalized software development costs. As these write-downs were
recorded after the initial adoption of Statement No. 142, a $10.6 million
non-cash charge is reflected in general and administrative expenses in our 2002
consolidated statement of operations.
Amortization of our goodwill and impairment charges may not be deductible for
tax purposes. A reduction in net income resulting from a goodwill impairment
charge would currently affect our financial results and could have a material
adverse impact upon the market price of our common stock.
IF THE NEW VERSION OF FIRST RESORT SOFTWARE FAILS TO MEET SALES EXPECTATIONS,
ADDITIONAL IMPAIRMENT CHARGES MAY BE RECORDED.
The Company has $4.6 million in capitalized software development costs
related to the latest version of First Resort Software. If at any time
management believes that future sales of this product are not sufficient to
recover this asset an additional impairment charge may be recorded.
16
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 2% of our revenues for
2002 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 homeowners.
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 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.
ANY ADVERSE CHANGE IN THE REAL ESTATE MARKET COULD ADVERSELY AFFECT OUR
FINANCIAL AND OPERATING RESULTS.
We derived approximately 9% of our consolidated revenues for 2002 from net
real estate brokerage commissions. Any factors that adversely affect real estate
sales, such as a downturn in general economic
17
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 OPERATIONS AND THEIR AFFILIATES MAY RESULT IN
CONFLICTS OF INTEREST.
Several lease agreements, management contracts and other agreements with the
former owners of many of the entities that we have acquired and entities
controlled by them continued after the acquisitions were consummated. 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, an entity acquired in conjunction with our initial public
offering, 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, 2002, the former principal stockholder of Aston Hotel &
Resorts owed us approximately $4 million plus accrued interest, under a loan
agreement. This amount is fully collateralized by certain real estate owned by
the former principal stockholder.
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
18
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.
THE POLITICAL AND ECONOMIC CLIMATE AND OTHER WORLD EVENTS AFFECTING SAFETY
AND SECURITY COULD ADVERSELY AFFECT LEISURE TRAVEL AND LODGING DEMAND AND COULD
HARM OUR FUTURE REVENUES AND PROFITABILITY.
Leisure travel and lodging demand have been, and are expected to continue to
be, affected by the public's attitude towards the safety of travel and the
international political climate. Events such as the terrorist attacks in the
U.S. on September 11, 2001, the threat of additional terrorist attacks and the
military action against Iraq, and the resulting political instability and
concerns over safety and security, have had a significant adverse impact on
leisure travel and lodging demand and may continue to do so in the future.
Economic or political changes that reduce disposable income or consumer or
business confidence may affect demand for vacation rentals, which in many cases
are discretionary purchases. In order to maintain occupancy levels, we have
charged lower room rates, which has resulted in lower overall revenues and
profitability. Further decreases in leisure travel and lodging demand could
affect our ability to comply with certain financial covenants under our
revolving credit facility ("Credit Facility") and our $50 million Senior Notes
("Senior Notes") due in 2004.
OUR CREDIT FACILITY AND SENIOR NOTES CONTAIN CERTAIN FINANCIAL COVENANTS THAT
WE MAY NOT MEET AND, IF VIOLATED, COULD LIMIT OUR ABILITY TO CONTINUE TO BORROW
UNDER OUR CREDIT FACILITY AND, UNDER CERTAIN CIRCUMSTANCES, COULD ACCELERATE THE
AMOUNT DUE UNDER OUR CREDIT FACILITY AND SENIOR NOTES.
We depend upon our Credit Facility for a portion of our operating funds. Our
Credit Facility subjects us to financial covenants, including restrictions on
our ability to engage in certain activities. Several factors, including the
economic downturn and terrorist attacks and their aftermath, have had an adverse
affect on the lodging business. Our Senior Notes Contain covenants substantially
similar to those in our Credit Facility. As a result, although we have recently
completed amendments to our Credit Facility and Senior Notes to allow more
flexibility under these debt instruments, there is a risk that we may not meet
one or more of these financial covenants. If we violate or fail to comply with
any of the financial or other covenants in our Credit Facility or Senior Notes,
there may be a material adverse effect on us. Most notably, we may be unable to
borrow additional funds under our Credit Facility and further, our outstanding
debt under our Credit Facility and Senior Notes could become immediately due. In
the event that we do not satisfy a covenant, we intend to request a waiver or
amendment from our bank group and the holders of our Senior Notes. However, we
cannot provide assurances that the bank group or the holders of our Senior Notes
would be agreeable to such a waiver or amendment.
19
OUR CREDIT FACILITY AND SENIOR NOTES MATURE DURING 2004. IF WE ARE UNABLE TO
REFINANCE OR EXTEND THE MATURITIES OF THE CREDIT FACILITY OR SENIOR NOTES, OUR
CONTINUING OPERATIONS COULD SUFFER.
Our Credit Facility, as amended in March 2003, matures on January 22, 2004.
As of March 10, 2003, we had approximately $27.4 million of outstanding
indebtedness under this facility. Additionally, our $50 million Senior Notes are
due in June 2004.
We plan to refinance or negotiate an extension of the maturity of our Credit
Facility and Senior Notes. However, our ability to complete such transactions is
subject to a number of conditions, many of which are beyond our control. For
example, if there were a further disruption in the financial markets because of
a terrorist attack or other event, we may be unable to access the financial
markets. Failure to complete a refinancing or extension of the Credit Facility
or Senior Notes would have a material adverse effect on our company.
ITEM 2. PROPERTIES
We have approximately 200 properties in over 50 locations in 17 states in the
U.S. and one province in Canada. These properties consist principally of offices
and maintenance, laundry and storage facilities. We own approximately 40 of
these facilities and lease the remaining 160 properties. We consider all of our
owned and leased properties to be suitable and adequate for the conduct of its
business.
ITEM 3. LEGAL PROCEEDINGS
On May 26, 2000, Hotel Corp. of the Pacific, Inc., a wholly-owned subsidiary
of ResortQuest International doing business as Aston Hotels & Resorts,
instituted legal proceedings in the Circuit Court for the First Circuit of
Hawaii against Andre S. Tatibouet, the then president of Hotel Corp. This action
arose out of a document styled "Cooperation Agreement" that was signed by Andre
S. Tatibouet, purporting to act on behalf of Hotel Corp., on the one hand, with
Cendant Global Services B.V. and Aston Hotels & Resorts International, Inc., on
the other hand. The Cooperation Agreement contains several provisions that are
detrimental to Hotel Corp., including provisions purporting to transfer certain
intellectual property and limit certain intellectual property rights held by
Hotel Corp. Monetary damages for breach of fiduciary duty, fraud, and negligent
misrepresentation were sought by Hotel Corp. By order of the Circuit Court, the
claims asserted by Hotel Corp. in the lawsuit were consolidated with an
arbitration demand, filed with the American Arbitration Association by Mr.
Tatibouet, in which he alleged various breaches of his employment agreement with
Hotel Corp.
The arbitration hearing took place in September 2001, where Mr. Tatibouet
claimed damages of approximately $17.5 million and ResortQuest claimed damages
of approximately $4.7 million. On March 14, 2002, the arbitration panel issued
its Reasoned Opinion and Final Award. The panel concluded that Mr. Tatibouet had
breached his fiduciary duty to Hotel Corp. and awarded Hotel Corp. $55,559
related to the reimbursement of certain legal expenses. The panel denied all of
Mr. Tatibouet's claims and requests for damages as well as declaratory and other
relief.
On May 26, 2000, ResortQuest International and Hotel Corp. brought an action
in the Circuit Court for the First Circuit of Hawaii against Cendant
Corporation, Aston Hotels & Resort International Inc. and Cendant Global
Services B.V ("Defendants") seeking damages for breach of contract against
Cendant, and the equitable remedies or rescission and replevin. This action
arose out of Mr. Andre S. Tatibouet's purported negotiation on behalf of Hotel
Corp. of the Pacific, Inc., a subsidiary of ResortQuest International, of a
document styled Cooperation Agreement.
ResortQuest and Cendant entered into an amended Cooperation Agreement on July
15, 2002. As a result of the execution of that agreement, on July 15, 2002
ResortQuest moved to dismiss its court action against Defendants by filing a
stipulation for complete dismissal with prejudice as to all claims and parties.
20
We are also involved in various legal actions arising in the ordinary course
of our business. We do not believe that any of the remaining actions will have a
material adverse effect on our business, financial condition or results of
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
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. The
Company has never paid a dividend to shareholders and has no plan to issue
dividends in the future. Additional information required by this item concerning
quarterly sales price data is incorporated by reference from the table Stock
Price on page 41 of the 2002 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Financial information required by this item is incorporated by reference from
the Selected Financial Data on page 42 of the 2002 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
Management's Discussion and Analysis of Financial Condition and Results of
Operations on pages 3 through 21 of the 2002 Annual Report to Shareholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item is incorporated by reference from the
discussion under the heading Quantitative and Qualitative Disclosures About
Market Risk in Management's Discussion and Analysis of Financial Condition and
Results of Operations on page 16 of the 2002 Annual Report to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item is incorporated by reference from the
Independent Auditors' Report found on page 39, from the Report of Independent
Public Accountants on page 40, from the consolidated financial statements and
supplementary data on pages 22 through 38 of the 2002 Annual Report to
Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On May 29, 2002, we filed a report on Form 8-K announcing that our Board of
Directors had appointed Deloitte and Touche LLP as the Company's independent
auditor for 2002, replacing Arthur Andersen LLP. The decision to dismiss Arthur
Andersen was recommended by the Audit Committee and approved by the Board of
Directors.
21
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF RESORTQUEST
BOARD OF DIRECTORS
Employee directors receive no additional compensation for serving on the
Board of Directors or its Committees. In December 2002, the Board of Directors
made changes to the compensation packages for all non-employee directors.
Non-employee directors will receive $1,500 for attendance at each Board meeting
and $1,000 for each committee meeting.
Under ResortQuest's Amended and Restated 1998 Long-Term Incentive Plan (the
"Incentive Plan"), each non-employee director will also receive an option to
acquire 15,000 shares of Common Stock upon the non-employee director's initial
election as a director and an annual option to acquire 10,000 shares at each
annual meeting at which the non-employee director is re-elected or continues to
serve. These options vest upon issuance and will have an exercise price equal to
the fair market value of a share of Common Stock on the date the options are
issued.
Directors are elected at the annual meeting held each year and serve until
the next annual meeting or until their earlier resignation or removal. As of
March 10, 2003, the following were directors of ResortQuest:
JOSEPH V. VITTORIA
DIRECTOR SINCE MAY 1998
AGE 67
Mr. Vittoria is the Chairman and director of ResortQuest. Mr. Vittoria became
Chairman of the Company in October 2002 and has been a director since May 1998.
He has been the Chairman of Puradyn Filter Technologies, Inc. since February
2000. He was the Chairman and Chief Executive Officer of Travel Services
International, Inc., a leading single source distributor of specialized leisure
travel services, from July 1997 until its acquisition by Airtours PLC in March
2000. From September 1987 to February 1997, Mr. Vittoria was the Chairman and
Chief Executive Officer of Avis, Inc., a multi-national auto rental company. Mr.
Vittoria also serves on the Boards of Directors of Transmedia Asia Pacific, Inc.
and Sirius Satellite Radio Inc.
WILLIAM W. ABBOTT, JR.
DIRECTOR SINCE NOVEMBER 1998
AGE 57
Mr. Abbott is a consultant to ResortQuest. He previously served as Vice Chairman
of Abbott Resorts, Inc. from March 1997 to November 1998. He served as Chairman
of Abbott Resorts, Inc. from 1992 to March 1997 and Chairman and President from
1976 to March 1992. Abbott Resorts, the largest provider of beach vacation
property rentals, management services and real estate sales in Florida, is a
ResortQuest subsidiary.
ELAN J. BLUTINGER
DIRECTOR SINCE SEPTEMBER 1997
AGE 47
Mr. Blutinger is a founding partner of Alpine Consolidated LLC, a merchant bank
specializing in the consolidation of fragmented industries. He is also Managing
Director of Alpine Europe LLC. He was a co-founder and director of Travel
Services International, Inc. until its acquisition in 2000. From 1987 until its
acquisition in 1995, Mr. Blutinger was the Chief Executive Officer of Shoppers
Express, which became "OnCart" in 1997, an electronic retailing service. From
1983 until its acquisition in 1986 by IDI, Mr. Blutinger was Chief Executive
Officer of DSI, a wholesale software distributor. Mr. Blutinger is also a
director of On-line Travel Corp., a publicly traded company in the United
Kingdom, and Hotels.com.
22
MICHAEL P. CASTELLANO
DIRECTOR SINCE DECEMBER 2002
AGE 61
Mr. Castellano was elected to the Board of Directors of ResortQuest at the
December 5, 2002 board meeting. He was also elected as chairman of the Company's
Audit Committee. Mr. Castellano has had a distinguished career with executive
positions in corporate accounting, finance and administration at such companies
as Avis, Inc., E.F. Hutton Inc., and Fidelity Investments. Mr. Castellano is
currently a member of the Board of Directors and chairman of the Audit Committee
at Puradyn Filter Technologies Incorporated and a member of the Board of
Trustees of Kobren Insight Funds, a Massachusetts-based mutual fund.
JAMES S. OLIN
DIRECTOR SINCE OCTOBER 2002
AGE 44
Mr. Olin was appointed to the Company's Board of Directors on October 6, 2002
after the resignation of David L. Levine. Mr. Levine left the Company to pursue
other opportunities. Mr. Olin was also elected Chief Executive Officer on
October 6, 2002. Mr. Olin has held the position of President since April, 2002.
He previously held the position of Executive Vice President and Chief Operating
Officer of ResortQuest. Mr. Olin was formerly President of Abbott Resorts, Inc.,
one of ResortQuest's largest operations, from 1992 to January 2000. During his
tenure as President, the Company grew from 900 units to over 2,500 units
managed, and real estate sales went from approximately $30 million to over $250
million. Mr. Olin also served as Vice President for ResortQuest's Gulf Coast
Region. He has over 15 years of experience in the travel and tourism industry.
DAVID C. SULLIVAN
DIRECTOR SINCE MAY 1998
AGE 63
Mr. Sullivan was a Consultant to ResortQuest until the expiration of his
consulting agreement in July 2002. He served as Chairman of ResortQuest from
December 1999 to May 2000. 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 franchisor,
manager and owner of hotels whose brands include Hampton Inn, Homewood Suites
and Embassy Suites. Mr. Sullivan is also a director of Winston Hotels, Inc. and
John Q. Hammons Hotels, Inc.
THEODORE L. WEISE
DIRECTOR SINCE MAY 1998
AGE 58
Mr. Weise served as a Director and consultant to Federal Express Corporation
until 2002. From February 1998 to February 2000, Mr. Weise served as the
President and Chief Executive Officer of Federal Express Corporation, the
world's largest express transportation company. He was previously Executive Vice
President and Chief Operating Officer of Federal Express Corporation from
February 1996 to February 1998. From August 1991 to February 1996 he served as
Senior Vice President of Air Operations of Federal Express Corporation.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2002, the Compensation Committee was composed of Messrs. Blutinger,
Abbott and Sullivan. Mr. Blutinger was an officer of ResortQuest prior to our
initial public offering in May 1998. Mr. Abbott is not nor has been an officer
or employee of ResortQuest. Mr. Abbott has served as a paid consultant since
1998. Mr. Sullivan served as Chairman of ResortQuest from December 1999 to May
2000 and as Chairman, President and CEO from May 1998 to December 2000.
ResortQuest and Mr. Sullivan entered into a consulting
23
agreement in May 2000, which ended in July 2002.
EXECUTIVE OFFICERS
As of March 10, 2003, the following executive officers of ResortQuest hold
the offices indicated:
Joseph V. Vittoria...... 67 Chairman
James S. Olin........... 44 President and Chief Executive Officer
J. Mitchell Collins..... 34 Executive Vice President and Chief Financial Officer
L. Park Brady, Jr....... 54 Senior Vice President and Chief Operating Officer
Stephen D. Caron........ 39 Senior Vice President and Chief Information Officer
Robert J. Adams......... 47 Senior Vice President and Chief Marketing Officer
JOSEPH V. VITTORIA: Mr. Vittoria is the Chairman and director of ResortQuest.
Mr. Vittoria became Chairman of the Company in October 2002 and has been a
director since May 1998. He has been the Chairman of Puradyn Filter
Technologies, Inc. since February 2000. He was the Chairman and Chief Executive
Officer of Travel Services International, Inc., a leading single source
distributor of specialized leisure travel services, from July 1997 until its
acquisition by Airtours PLC in March 2000. From September 1987 to February 1997,
Mr. Vittoria was the Chairman and Chief Executive Officer of Avis, Inc., a
multi-national auto rental company. Mr. Vittoria serves on the Board of
Directors of Transmedia Asia Pacific, Inc. and Sirius Satellite Radio Inc.
JAMES S. OLIN: Mr. Olin is President and Chief Executive Officer of
ResortQuest. Mr. Olin was named Chief Executive Officer in October 2002. Prior
to this, Mr. Olin was President and Chief Operating Officer of the Company. He
was formerly President of Abbott Resorts, Inc., one of ResortQuest's largest
operations, from 1992 to January 2000. During his tenure as President, the
Company grew from 900 units to over 2,500 units managed, and real estate sales
went from approximately $30 million to over $250 million. Mr. Olin also served
as Vice President for ResortQuest's Gulf Coast Region. He has over 15 years of
experience in the travel and tourism industry.
J. MITCHELL COLLINS: Mr. Collins is Executive Vice President and Chief
Financial Officer of ResortQuest. Mr. Collins was previously employed with
Arthur Andersen LLP from July 1990 to February 2000 where he was 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. Mr.
Collins has in-depth expertise in the areas of real estate development and
mergers and acquisitions. In addition, he has over 12 years of related finance,
accounting, and systems implementation experience.
L. PARK BRADY, JR.: Mr. Brady is Senior Vice President and Chief Operating
Officer of ResortQuest. He was formerly Vice President for ResortQuest's Western
Region where he supervised more than 3,000 property units and 1,500 employees in
the Western United States and Canada. Previously, he was the Founder, Owner and
President of Telluride Resort Accommodations, one of the original founding
ResortQuest companies. He has over 19 years experience in the travel industry.
STEPHEN D. CARON: Mr. Caron is Senior Vice President and Chief Information
Officer of ResortQuest. He was formerly director of Information Technology of
ResortQuest from 1998 to October 2002. Previously, he was the Director of
Information Systems for Abbott Resorts, Inc., one of ResortQuest's largest
operations, from 1993 to 1998. Mr. Caron has over 15 years experience in
information systems.
ROBERT J. ADAMS: Mr. Adams is Senior Vice President and Chief Marketing
Officer of ResortQuest. He was formerly Vice President of Marketing for
ResortQuest from 2000 to October 2002. Prior to joining
24
ResortQuest, he held senior level marketing and sales positions with Boyd Gaming
Corporation, Azar Hotel and Restaurant Management, Inc., Servico Hotel
Management Corporation, and JCS Corporation. These companies operated Marriott,
Hilton, Westin, Sheraton, Radisson, and Holiday Inn brands. Mr. Adams has over
25 years experience in marketing and sales in the hospitality and travel
industry.
EMPLOYMENT AGREEMENTS AND COVENANTS NOT TO COMPETE
ResortQuest is a party to employment agreements with each of the Named
Executive Officers. The employment agreements, as amended, for Messrs. Olin,
Collins, Adams, Brady and Caron provide for annual base salaries of $320,000,
$250,000, $160,000, $190,000 and $175,000, respectively. Each of the agreements
are for an initial term of two years, expiring on October 1, 2004. Unless
terminated or not renewed by ResortQuest or the employee, the term of each
employment agreement will continue after the initial term on a year-to-year
basis on the same terms and conditions existing at the time of renewal.
Each employment agreement for the Named Executive Officer contains a covenant
not to compete (the "Covenant") with ResortQuest while employed and for a period
of two years immediately following termination of employment. Under the
Covenant, the employee generally is prohibited from:
- - engaging in any hotel management or non-commercial property management,
rental or sales business in direct competition with ResortQuest (or any
subsidiary) within defined geographic areas in which ResortQuest or its
subsidiaries does business;
- - enticing a sales representative or managerial employee of ResortQuest (or any
subsidiary) away from ResortQuest (or any subsidiary);
- - calling upon any person or entity which is, or has been, within one year
prior to the date of termination, a customer of ResortQuest (or any
subsidiary) within defined geographic areas and subject to certain
limitations; or
- - calling upon a prospective acquisition candidate, which the employee knew was
approached or analyzed by ResortQuest (or any subsidiary), for the purpose of
acquiring the entity unless ResortQuest (or any subsidiary) declined to
pursue such acquisition candidate or at least one year elapsed since
ResortQuest (or any subsidiary) has taken any action to pursue such
candidate.
The Covenant may be enforced by injunctions or restraining orders and shall
be construed in accordance with the changing location of ResortQuest.
Each of these employment agreements provides that, in the event of a
termination of employment by ResortQuest without cause during the term of the
agreement, or in the event of a change in control of ResortQuest (as defined in
the agreement) during the term of the agreement, the employee will be eligible
to receive:
- - two times the employee's annual base salary plus maximum eligible annual
bonus;
- - all compensation earned or accrued and benefits due through the termination
date (referred to in the agreement as "accrued obligations");
- - continued participation in all health and welfare plans at ResortQuest's
expense for the employee and eligible dependents for up to 24 months after
the termination date; and
- - outplacement services at ResortQuest's expense for up to one year.
If the employee's employment by ResortQuest is terminated within one year
after a change of control by the employee for good reason (as defined in the
employment agreement) or by ResortQuest without good cause, the employee will
receive the payments and benefits described immediately above.
25
If the employee's employment is terminated by ResortQuest without good cause
during the 180 days prior to the effective date of a change of control, the
employee will receive the payments and benefits described immediately above.
26
ITEM 11. EXECUTIVE COMPENSATION
I. SUMMARY OF COMPENSATION
The following table shows cash and other compensation paid or accrued during
each of the three most recent fiscal years to the individuals serving as
ResortQuest's Chief Executive Officer and the other most highly compensated
executive officers (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
SECURITIES
OTHER UNDERLYING ALL
NAME AND PRINCIPAL FISCAL ANNUAL OPTIONS LTIP OTHER
POSITION YEAR SALARY BONUS COMPENSATION GRANTED PAYOUTS COMPENSATION
------------------ ------ ------ ----- ------------ ---------- ------- ------------
Joseph V. Vittoria (4) 2002 $ -- $ -- $ -- 185,000 $ -- $ --
Chairman
James. S. Olin (1)(3) 2002 $293,200 $250,000 $ 2,400 125,000 $ -- $ --
President and Chief 2001 $275,000 $ 45,000 $ -- 21,000 $ -- $ --
Executive Officer 2000 $240,000 $158,400 $ -- 110,000 $ -- $ --
J. Mitchell Collins (1) 2002 $211,667 $ -- $ 2,400 40,000 $ -- $ --
Executive Vice President 2001 $190,000 $ 45,000 $ -- 16,333 $ -- $ --
and Chief Financial Officer 2000 $143,979 $ 99,000 $ -- 75,000 $ -- $ --
L. Park Brady, Jr. (1) 2002 $141,250 $ -- $ 1,800 12,500 $ -- $ --
Senior Vice President and
Chief Operating Officer
Stephen D. Caron (1) 2002 $131,945 $ 15,000 $ 1,800 12,500 $ -- $ --
Senior Vice President and
Chief Information Officer
Robert J. Adams (1) 2002 $111,379 $ -- $ 1,800 12,500 $ -- $ --
Senior Vice President and
Chief Marketing Officer
David L. Levine (2) 2002 $252,083 $ -- $ -- -- $ -- $ 87,500
Former Chairman, 2001 $325,000 $ 81,250 $ -- 39,000 $ -- $ --
President and Chief 2000 $275,000 $302,500 $ -- 40,000 $ -- $ --
Executive Officer
Frederick L. Farmer (2) 2002 $165,000 $ -- $ -- -- $ -- $ 55,000
Former Executive Vice 2001 $220,000 $ 35,000 $ -- 21,000 $ -- $ --
President and Chief 2000 $200,000 $110,000 $ -- 55,000 $ -- $ --
Information Officer
W. Michael Murphy (2) 2002 $165,000 $ -- $ -- -- $ -- $ 55,000
Former Senior Vice 2001 $220,000 $ 45,000 $ -- 16,333 $ -- $ --
President and Chief 2000 $210,000 $115,500 $ -- 65,000 $ -- $ --
Development Officer
(1) As a result of their promotions to their current position effective
October 2002, the new annual executive salaries are as follows: Mr. Olin -
$320,000; Mr. Collins - $250,000; Mr. Brady - $190,000; Mr. Caron -
$175,000 and Mr. Adams - $160,000. Prior to October 2002, Messrs. Brady,
Caron and Adams were employed with the Company in non-executive positions.
(2) The employment of Messrs. Levine, Farmer and Murphy with the Company ended
in October 2002. In accordance with the terms of their employment
agreements, Messrs. Farmer and Murphy will continue to be paid at their
current pay rate until October 2003 and Mr. Levine will continue to be
paid at his current rate until August 2006. All payments made to these
individuals after their employment ended are reflected in "All Other
Compensation."
(3) Mr. Olin received a $250,000 signing bonus in 2002 upon being named Chief
Executive Officer in October 2002.
(4) Mr. Vittoria became Chairman in October 2002. Mr. Vittoria receives no
compensation other than stock options.
27
II. OPTION GRANTS IN FISCAL 2002 AND FISCAL YEAR-END OPTION VALUES
The table below presents additional information concerning option awards for
each of the Named Executive Officers shown in the Summary Compensation table.
Only one of the Named Executive Officers exercised stock options in 2002, see
Note (5). The options granted in fiscal 2002 become exercisable at the rate of
33 1/3 % per year, unless otherwise noted.
OPTION GRANTS IN FISCAL 2002
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS(1) OPTION TERM (2)
------------------------------------------------ ---------------------------------
PERCENT OF
TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO EXERCISE
UNDERLYING EMPLOYEES OR BASE
OPTIONS IN FISCAL PRICE PER EXPIRATION
NAME GRANTED 2002 SHARE DATE 0% 5% 10%
---- ---------- ---------- --------- ---------- ---- ----------- -----------
Joseph V. Vittoria (6) 5,000 44.0% $6.50 5/29/07 $ -- $ 8,979 $ 19,842
180,000 $3.80 10/14/07 $ 188,977 $ 417,589
James S. Olin 125,000 29.7% $3.80 10/14/07 $ -- $ 131,234 $ 289,992
J. Mitchell Collins 40,000 9.5% $3.80 10/14/07 $ -- $ 41,995 $ 92,798
L. Park Brady, Jr. 12,500 3.0% $3.60 12/15/07 $ -- $ 12,433 $ 27,473
Stephen D. Caron 12,500 3.0% $3.60 12/15/07 $ -- $ 12,433 $ 27,473
Robert J. Adams (5) 12,500 3.0% $3.60 12/15/07 $ -- $ 12,433 $ 27,473
All shareholders (3) N/A N/A N/A N/A $ -- $21,121,295 $46,672,539
All optionees 420,500 100% $3.97(4) Various $ -- $ 461,335 $ 1,019,430
All optionees gain as a N/A N/A N/A N/A N/A 2.2% 2.2%
percentage of all
stockholders gain
(1) Options to purchase Common Stock were granted during 2002 on May 30,
October 7, October 15, and December 16, under ResortQuest's Amended and
Restated 1998 Long-Term Incentive Plan. These options expire 5 years from
the date of the grant.
(2) The dollar amounts under these columns are the result of calculations at
zero percent, five percent and ten percent rates set by the Securities and
Exchange Commission and therefore are not intended to forecast possible
future appreciation, if any, of our
28
stock price. In the above table, we did not use an alternative formula for
a grant valuation, as we are not aware of any formula, which will
determine with reasonable accuracy a present value based on future unknown
or volatile factors.
(3) These amounts represent the appreciated value which holders of Common
Stock would receive at the hypothetical zero, five and ten percent rates
over the life of the options based on the weighted average exercise price
of the options granted in 2002.
(4) Represents the weighted average exercise price of options granted to all
optionees.
(5) Prior to becoming a Senior Vice President, Mr. Adams exercised 3,500
options during 2002 with an exercise price of $6.00. Upon exercise, the
acquired shares were immediately sold (400 at $7.73 and 3,100 at $7.50)
realizing a net profit for Mr. Adams of $5,342.00.
(6) Mr. Vittoria's grant of 5,000 options vested upon issuance.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table shows the number of shares of Common Stock beneficially
owned by each person known to ResortQuest to beneficially own more than 5% of
the Common Stock, by the directors and executive officers of ResortQuest, and by
the directors and all ResortQuest executive officers as a group. Unless
otherwise indicated, the persons listed have an address c/o ResortQuest's
executive offices and have sole voting and investment power with respect to
their shares. The table shows ownership as of March 13, 2003, unless otherwise
noted.
SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS
SHARES OF
COMMON STOCK
BENEFICIALLY PERCENTAGE
NAME OWNED OWNED
---- ------------- ----------
Par Capital Management, Inc. (1) 2,681,543 13.2%
PAR Investment Partners, L.P.
Par Group, L.P.
Dimensional Fund Advisors, Inc. (2) 1,228,800 6.0
Diamond Hill Capital Management, Inc. (3) 1,059,240 5.2
Joseph V. Vittoria (4) (7) 70,000 *
James S. Olin (4)(5) (7) 166,949 *
David L. Levine (4)(6)(7) 63,000 *
J. Mitchell Collins (4) 78,111 *
L. Park Brady, Jr. (4)(7) 46,667 *
Stephen D. Caron (7) 10,500 *
Robert J. Adams (7) 8,167 *
W. Michael Murphy (4)(7)(8) 42,200 *
Frederick L. Farmer (4)(7) 29,750 *
William W. Abbott, Jr. (4) 140,091 *
Elan J. Blutinger (4)(9) 780,205 3.8
Michael P. Castellano (10) 15,000 *
David C. Sullivan (4)(11) 272,435 1.3
Theodore L. Weise (4) 46,000 *
All directors and executive officers as a group 14 1,769,075 8.7%
persons including those listed above)
* Less than 1.0%
(1) The address for the group is One Financial Center, Suite 1600, Boston, MA
02111. Information is based solely on our review of the Schedule 13G/A, as
filed by the shareholder with the Securities and Exchange Commission on
October 17, 2002 and on a Form 4 dated March 11, 2003 showing an
acquisition of additional shares. Members of the group share both voting
and dispositive power.
29
(2) The address of the shareholder is 1299 Ocean Avenue, 11th Floor, Santa
Monica, CA 90401. Information is based solely on our review of the
Schedule 13G, as filed by the shareholder with the Securities and Exchange
Commission on January 30, 2002.
(3) The address of the shareholder is 375 North Front Street, Suite 300,
Columbus, OH 43215. Information is based solely on our review of the
Schedule 13G, as filed by the shareholder with the Securities and Exchange
Commission on February 5, 2003.
(4) Includes the following number of shares that the named individual has the
right to acquire as of March 13, 2003 through the exercise of vested stock
options: 131,735 shares for Mr. Olin, 72,111 shares for Mr. Collins,
16,667 shares for Mr. Brady, 10,500 shares for Mr. Caron, 8,167 shares for
Mr. Adams, 5,000 shares for Mr. Sullivan, 171,667 shares for Mr.
Blutinger, 30,000 shares for Mr. Vittoria, 5,000 shares for Mr. Weise and
15,000 shares for Mr. Castellano.
(5) Includes 5,000 shares owned by his spouse.
(6) Includes 15,000 shares held in trust for the benefit of his minor
children.
(7) Mr. Levine's employment with the Company ended on October 6, 2002. Mr.
Vittoria was elected as Chairman and Mr. Olin was elected as President
and Chief Executive Officer, replacing Mr. Levine. Messrs. Murphy and
Farmer's employment ended October 7, 2002. On October 9, 2002, Mr.
Brady was appointed Senior Vice President and Chief Operating Officer,
Mr. Caron was appointed Senior Vice President and Chief Information
Officer and Mr. Adams was appointed Senior Vice President and Chief
Marketing Officer. The share amounts for the former executives are
based on their last Form 4 filed with the Security Exchange Commission
during 2002.
(8) Includes 200 shares owned by his spouse.
(9) Includes 166,667 shares which may be acquired upon the exercise of
exercisable options held by Alpine Consolidated II, LLC, of which Mr.
Blutinger, as a Managing Director of Alpine Consolidated II, LLC shares
beneficial ownership.
(10) Mr. Castellano was elected to the Board of Directors on December 5, 2002.
(11) Includes 2,733 shares attributed to Mr. Sullivan's account in the
ResortQuest Savings and Retirement Plan. Participants have voting power
over shares purchased with their own contributions.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
I. LEASES OF FACILITIES
ABBOTT RESORTS. Abbott Resorts, one of our operating subsidiaries (each, an
"Operating Company"), leases 9,350 square feet of office space in Destin,
Florida for the main office for its property management and real estate
brokerage activities from SAVA Properties, a Florida general partnership which
is 25.5% owned by William Abbott, Jr. The lease expires September 29, 2018. The
aggregate annual rent paid by Abbott Resorts is $118,932. Abbott Resorts leases
approximately 3,700 square feet of indoor and outdoor space in Santa Rosa,
Florida for its rental property management and real estate sales activities in
the Santa Rosa and Grayton Beach, Florida areas from VAGAS Properties, a Florida
general partnership which is 20% owned by William Abbott, Jr. The lease expires
September 29, 2018. The aggregate annual rent payment is approximately $50,000.
Abbott Resorts leased 1,665 square feet of office space in Fort Walton Beach,
Florida for real estate sales activities. The lease from A&A Partnership
("AAP"), a sub S corporation which is 50% owned by William Abbott, Jr. expired
on January 31, 2003. The monthly rent paid by Abbott Resorts was $1,802. As part
of such lease, Abbott Resorts also leased a two-bedroom apartment at such site,
which was subleased to unaffiliated third parties. This lease was not renewed by
the Company upon its expiration date. Abbott Resorts also leases 2,000 square
feet of office space in Destin, Florida from AAP for use as its personnel
office. The lease agreement expired August 31, 2001 and Abbott Resorts is
currently leasing month to month providing monthly rent of $1,943.
ASTON HOTELS & RESORTS(R) HAWAII. Approximately 950 square feet of office
space, which is part of a space leased by Aston Hotels & Resorts(R) Hawaii, an
Operating Company, is used by a former stockholder and the previous corporate
secretary of Aston Hotels & Resorts(R) Hawaii. Previously, Andre S. Tatibouet,
former president of Aston Hotels & Resorts(R) Hawaii, former member of
ResortQuest's Board and former beneficial owner of greater than five percent of
our Common Stock, had agreed to assume responsibility on behalf of the former
stockholder for the approximately $30,000 annual rent allocable for this space.
In July 2000, the former stockholder agreed to assume responsibility for payment
of the monthly rent directly to Aston Hotels & Resorts(R) Hawaii.
Aston Hotels & Resorts(R) Hawaii also leases approximately 858 square feet of
office space on a month-to-month basis in a hotel owned by Mr. Tatibouet. The
monthly lease amount is $1,439.
30
II. MANAGEMENT AGREEMENTS
ABBOTT RESORTS. Abbott Resorts manages vacation condominiums owned or
co-owned by Mr. Abbott pursuant to Abbott Resorts' standard management
agreement. Abbott Resorts received aggregate property management fees related to
these properties of approximately $574,105 in 2002.
ASTON HOTELS & RESORTS(R) HAWAII. Aston Hotels & Resorts(R) Hawaii manages
two hotels owned by Mr. Tatibouet. The aggregate management and other fees
charged by Aston Hotels & Resorts(R) Hawaii for the management of these
properties was $757,209 in 2002. The management agreements for these hotels
terminate on December 31, 2003.
Aston Hotels & Resorts(R) Hawaii also manages a resort rental program under
an agreement with Aston Waikki, LLC. Aston Waikki, LLC is owned by Mr. Tatibouet
and is the lessee of all units in the resort rental program under a lease with
an unrelated third party owner. The aggregate management and other fees charged
by Aston Hotels & Resorts(R) Hawaii for management of this resort rental program
during 2002 was $51,435.
III. OTHER TRANSACTIONS
ABBOTT RESORTS. ResortQuest and Mr. Abbott entered into an agreement with
respect to the payment of commissions on certain properties which were listed
for sale or whose sale was pending as of the date of ResortQuest's acquisition
of Abbott Resorts. Pursuant to such agreement, ResortQuest has agreed to pay
upon closing of the applicable transaction to which the applicable listing
and/or selling fee relates in the aggregate, up to $1,403,827 in listing and/or
selling commissions on such properties. ResortQuest paid Mr. Abbott
approximately $37,771 in commissions in 2002.
In connection with the acquisition of Abbott Resorts, Mr. Abbott entered into
a consulting agreement with ResortQuest. For all services rendered by Mr. Abbott
pursuant to the consulting agreement, ResortQuest has agreed to compensate Mr.
Abbott as follows:
- to pay a consulting fee of $125,000 per year;
- to pay premiums for coverage for Mr. Abbott and his immediate family
under such health, hospitalization, disability, dental, life and other
insurance plans that ResortQuest may have in effect from time to time;
- to reimburse Mr. Abbott for all business travel and other out-of-pocket
expenses reasonably incurred by him in the performance of his duties;
and
- to pay for a full membership in the Tops'l Beach and Racquet Club (the
current cost for which is $1,260 per year).
This consulting agreement was to expire on April 1, 2003, but was amended during
February 2003 to extend the term through April 1, 2004 and to reduce the annual
consulting fee from $125,000 to $75,000 effective immediately. The consulting
agreement is terminable by ResortQuest or Mr. Abbott, with cause on ten (10)
days written notice and or without cause thirty (30) days written notice.
ASTON HOTELS & RESORTS(R) HAWAII. Since July 22, 1997, Aston Hotels &
Resorts(R) Hawaii has provided reservation services to AST International, LLC
("AST International") and its subsidiaries. AST International and its
subsidiaries have been billed $11,181 by Aston Hotels & Resorts(R) Hawaii for
its services in 2002.
At December 31, 1999, Mr. Tatibouet owed Aston Hotels & Resorts(R) Hawaii,
either directly or through entities controlled by him (including properties
managed by Aston Hotels & Resorts(R) Hawaii), an aggregate amount of
approximately $4,120,966. Of this amount, $4.0 million represented cash advances
made prior to our acquisition of Aston Hotel & Resorts(R) Hawaii that were
formalized in a promissory note (the "Original Note") executed at the time of
the acquisition. Interest was payable semi-annually under the Note at the prime
rate less 0.5%, with a minimum of 6% and maximum of 10% with principal to be
paid on May 25, 2008. The
31
remainder included interest due and certain fees and reimbursements payable
under the management agreements described above.
On February 16, 2000, ResortQuest agreed with Mr. Tatibouet to the formation
of two separate notes (the "New Notes") and a new security agreement to provide
additional collateral. One note for $4 million (the "A Note") replaced the
Original Note. A second note in the amount of $1,080,428 (the "B Note")
represented interest due on the A Note and advances to and unpaid fees earned
from entities managed for or related to Mr. Tatibouet and was executed February
20, 2000. Both the A Note and the B Note are fully collateralized by certain
real estate held by Mr. Tatibouet.
The New Notes bear interest at prime rate, less 0.5%, with a minimum of 6%
and a maximum of 10%. The B Note, plus accrued interest, was due and payable in
two equal installments on December 31, 2000 and July 31, 2001 and has been
repaid by Mr. Tatibouet. Payments under the A Note are interest only, due and
payable every January and July 1st. The A Note is due and payable on May 25,
2008. At December 31, 2002, Mr. Tatibouet owed Aston Hotels & Resorts(R) Hawaii
approximately $4.0 million plus accrued interest related to the A Note. On
January 19, 2003, Mr. Tatibouet made payment of the accrued interest on the A
Note through December 31, 2002.
ITEM 14. CONTROLS AND PROCEDURES
Within the 90 days prior to the date of this report, the Company carried out
an evaluation, under the supervision of the Company's Chief Executive Officer
and Chief Financial Officer and with the participation of the Company's
management, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material information relating to the Company required to
be included in the Company's periodic Securities and Exchange Commission
filings. No significant changes were made in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
15(A)(1) FINANCIAL STATEMENTS
ResortQuest International, Inc. The following consolidated financial
statements, related notes and report of independent public accountants from the
2002 Annual Report to Shareholders are incorporated by reference into Item 8 of
Part II of this report.
Pages in the 2002 Annual
Report to Shareholders
----------------------
Consolidated Balance Sheets...................................... 22
Consolidated Statements of Operations............................ 23
Consolidated Statements of Stockholders' Equity and Comprehensive
Income (Loss)................................................... 24
Consolidated Statements of Cash Flows............................ 25
Notes to Consolidated Financial Statements....................... 26
Independent Auditors' Report..................................... 39
Report of Independent Public Accountants......................... 40
Quarterly Results of Operations.................................. 41
Selected Financial Data.......................................... 42
32
15(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.
15(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).
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).
33
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).
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).
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).
34
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 - Bylaws of the Company, Amended as of October 6, 2002 (previously
filed on October 10, 2002 as an Exhibit to the Company's Form 8-K
(File No. 001-14115) and incorporated herein by reference).
3.4 - 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).
3.5 - 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).
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 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).*
10.2 - 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).
10.3 - 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
35
Annual Report on Form 10-K for the period ended December 31, 1999
(File No. 001-14115) and incorporated herein by reference).*
10.4 - 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).*
10.5 - 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).*
10.6 - 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).
10.7 - 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).*
10.8 - Form of Consulting Agreement between the Company and Joseph V.
Vittoria, dated as of October 6, 2002 (previously filed as an
Exhibit to the Company's Form 10-Q filed on November 14, 2002 (File
No. 001-14115) and incorporated herein by reference).*
10.9 - Form of Employment Agreement between the Company and James S. Olin
and J. Mitchell Collins, dated as of October 6, 2002 (previously
filed as an Exhibit to the Company's 10-Q filed on November 14, 2002
(File No. 001-141115) and incorporated herein by reference).*
10.10 - Form of Employment Agreement between the Company and each of L. Park
Brady, Jr., Stephen D. Caron and Robert J. Adams, dated as of
October 9, 2002 (previously filed as an Exhibit to the Company's
Form 10-Q filed on November 14, 2002 (File No. 001-14115) and
incorporated herein by reference).*
10.11 - Amended and Restated Credit Agreement, dated as of January 22, 2001,
by and among the Company, the guarantors party thereto, the lenders
described therein, Citibank, N.A., as administrative agent for the
lenders, Bank of America, N.A., as documentation agent, Credit
Lyonnais New York Branch, as syndication agent and Salomon Smith
Barney Inc., as arranger (previously filed on April 2, 2001 as an
Exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 2000 (File No. 001-14115) and incorporated herein
by reference).*
10.12 - First Amendment to Amended and Restated Credit Agreement, dated as
of October 30, 2001, by and among, Citibank, N.A., as administrative
agent for the Lenders, Bank of America, N.A., as documentation agent
and Credit Lyonnais New York Branch, as syndication agent, and is
made with reference to that certain Amended and Restated Credit
Agreement dated as of January 22, 2001, by and among the Borrower,
the Guarantors, the Lenders (as defined therein), the Documentation
Agent, the Syndication Agent and the Agent (previously filed as an
Exhibit to the Company's Form 10-Q filed on November 14, 2001 (File
No. 001-14115) and incorporated herein by reference).*
10.13 - Amended and Restated Intercreditor and Collateral Agency Agreement,
dated as of January 22, 2001, by and among Citibank, N.A., as
collateral agent, the noteholders described therein, Citibank, N.A.,
as agent for the lenders, the lenders described therein and the
additional creditors described therein (previously filed on April 2,
2001 as an Exhibit to the Company's Annual Report on Form 10-K for
the year ended December 31, 2000 (File No. 001-14115) and
incorporated herein by reference).*
36
10.14 - Second modification agreement, dated as of October 30, 2001, by and
among the Company, the guarantors party thereto, and Teachers
Insurance and Annuity Association, as the Noteholders (previously
filed as an Exhibit to the Company's Form 10-Q filed on November 14,
2001 (File No. 001-14115) and incorporated herein by reference).*
10.15 - Amendment to Consulting Agreement dated February 1, 2003 by and
among Abbott Realty Services, Inc. and William W. Abbott, Jr.
10.16 - Second Amendment to Amended and Restated Credit Agreement, dated as
of March 14, 2003, by and among Citibank, N.A., as administrative
agent for the lenders described therein and the additional creditors
described therein.
10.17 - Third Modification Agreement to the Note Purchase and Guarantee
Agreement, dated as of March 14, 2003, by and among each of the
Noteholders set forth and described therein.
13 - The 2002 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 Deloitte & Touche LLP.
99.1 - Certification of Chief Executive Officer
99.2 - Certification of Chief Financial Officer
* Indicates management contract or compensatory plan, contract or arrangement.
15(B) REPORTS ON FORM 8-K
The Company filed the following reports on Form 8-K during the last
quarter of 2002:
(i) Form 8-K filed October 10, 2002 announcing the Company's change in senior
management and a change in the Company's bylaws.
37
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/ Joseph V. Vittoria
---------------------------------------
Joseph V. Vittoria, Chairman
Dated:
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/ Joseph V. Vittoria Chairman and Director March 27, 2003
- ----------------------------
(Joseph V. Vittoria)
/s/ James S. Olin President and Chief Executive March 27, 2003
- ---------------------------- Officer and Director (Principal
(James S. Olin) Executive Officer)
/s/ J. Mitchell Collins Executive Vice President and March 27, 2003
- ---------------------------- Chief Financial Officer
(J. Mitchell Collins) (Principal Financial and
Accounting Officer)
/s/ William W. Abbott, Jr. Director March 27, 2003
- ----------------------------
(William W. Abbott, Jr.)
/s/ Elan J. Blutinger Director March 27, 2003
- ----------------------------
(Elan J. Blutinger)
/s/ Michael P. Castellano Director March 27, 2003
- ----------------------------
(Michael P. Castellano)
/s/ David C. Sullivan Director March 27, 2003
- ----------------------------
(David C. Sullivan)
/s/ Theodore L. Weise Director March 27, 2003
- ----------------------------
(Theodore L. Weise)
38