Docstoc

Shareholders Contract

Document Sample
Shareholders Contract Powered By Docstoc
					                                               CUC Balance 1


CUC International, Abridged Annual Report For The Year Ended January 31, 1988

                             CONSOLIDATED BALANCE SHEET

                                                                          January 31
(Dollar amounts in thousands)                                      1988                1987
ASSETS
Current Assets
Cash and cash equivalents                                      $ 25,953           $ 14,810
Receivables, less allowance of $613 and $405                     33,201             24,209
Prepaid expenses and other                                        3,468              3,288
Total Current Assets                                                62,622             42,307
Deferred membership charges, net                                    22,078             13,112
Prepaid solicitation costs                                          17,089              4,915
Prepaid commissions                                                  6,267              8,127
Contract renewal rights, net                                        27,944             30,443
Excess of cost over net assets acquired, net                        33,301             19,066
Properties, net                                                     16,048             10,074
Other                                                                1,519              4,416
Total Assets                                                   $ 186,868          $ 132,460


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Members' deposits                                              $     4,997        $     4,340
Accounts payable and accrued expenses                               36,063             16,446
Federal and state income taxes                                         423
Current portion of long-term obligations                             1,404              5,011
Total Current Liabilities                                           42,887             25,797
Convertible subordinated debentures                                 12,000             22,000
Long-term obligations                                                3,767              5,120
Deferred income taxes                                               14,624              6,073
Other                                                                1,229              1,268
Total Liabilities                                                   74,507             60,258
Shareholders' Equity
Common stock-par value $.01 per share; authorized 50 million
 shares; issued 19,683,567 and 17,820,338                              197                178
Additional paid-in capital                                          82,271             59,550
Retained earnings                                                   32,420             14,997
Treasury stock--398,230 and 398,091 shares, at cost                 (2,527)            (2,523)
Total Shareholders' Equity                                         112,361             72,202
Total Liabilities and Shareholders' Equity                     $ 186,868          $ 132,460




                                                   Page 1
                                                          Income 1


                                CONSOLIDATED STATEMENT OF INCOME


                                                                         Year Ended January 31
(Dollar amounts in thousands, except per share amounts)           1988             1987              1986

Revenues
Membership and service fees                                   $ 195,277        $ 138,149         $ 84,123
Other                                                             3,180            3,610            3,342
Total Revenues                                                $ 198,457        $ 141,759         $ 87,465

Expenses
Operating                                                          64,092           43,248           26,729
Marketing                                                          68,937           56,496           35,042
General and administrative                                         31,729           23,342           14,572
Interest                                                            2,259            2,663            1,507
Total Expenses                                                    167,017          125,749           77,850

Operating Income                                                   31,440           16,010            9,615
Acquisition costs                                                                                     2,348
Income Before Income Taxes and Extraordinary
 Credit                                                            31,440           16,010            7,267
Provision for income taxes                                         14,017            7,350            4,435
Income Before Extraordinary Credit                                 17,423            8,660            2,832
Extraordinary credit-utilization of tax loss
 carryforwards                                                                       1,041            3,589
Net Income                                                    $ 17,423         $     9,701       $ 6,421

Income Per Common Share
Income before extraordinary credit                            $      0.90      $      0.49       $     0.18
Extraordinary credit                                                  -               0.06             0.23
Net Income Per Common Share                                   $      0.90      $      0.55       $     0.41




                                                          Page 2
                                                Cash Flows


                   CONSOLIDATED STATEMENT OF CASH FLOWS

                                                       Year Ended January 31
(Dollar amounts in thousands)                   1988           1987            1986
Operating activities
Net income                                     $ 17,423      $ 9,701       $ 6,421
Adjustments to reconcile net income to net
 cash provided by operating activities:
 Amortization of membership acquisition
  costs                                         44,641         35,501          20,237
 Amortization of prepaid commissions             1,860          2,029           2,081
 Amortization of contract rights and excess
  cost                                           3,423          2,199
 Deferred income taxes                          11,712          5,553             442
 Depreciation                                    2,506          2,582           1,969
 Extraordinary credit and loss from
  discontinued operations                                                       (1,475)
 Change in operating assets and
  liabilities, net of acquisitions:
  Net (increase) decrease in receivables        (8,049)        (6,747)          3,795
  Net increase (decrease) in members'
    deposits, accounts payable and
    accrued expenses and federal and
    state income taxes                          12,755         (3,649)            (586)
  Deferred membership income                     9,629         14,366            9,052
  Membership acquisition costs                 (63,236)       (43,720)         (42,564)
  Prepaid solicitation costs                   (12,174)        (4,915)
  Prepaid commissions                                                            (409)
  Other, net                                     2,576         (1,748)             39
Net cash from (used in) operating activities    23,066         11,152            (998)

Investing activities
Acquisitions, net of cash acquired              (4,625)       (18,341)
Acquisitions of properties                      (7,586)        (5,078)          (4,345)
Proceeds from disposal of properties
Net of $3.2 million note receivable                               783
Disposals of marketable securities                              1,933            2,724
Other, net                                                                         240
Net cash (used in) investing activities        (12,211)       (20,703)          (1,381)

Financing activities
Issuance of Common Stock                         5,326          6,220             613
Issuance of convertible subordinated
  debentures                                                                   15,000
Purchase of treasury stock                                     (2,377)
Repayments of long-term obligations             (4,960)        (2,955)           (795)
Other, net                                         (78)
Net cash from financing activities                 288           888           14,818

Net Increase (Decrease) in Cash and
 Cash Equivalents                               11,143         (8,663)         12,439


                                                   Page 3
                                             Cash Flows


Cash and cash equivalents at beginning of
 year                                         14,810        23,473     11,034
Cash and cash equivalents at end of year    $ 25,953      $ 14,810   $ 23,473




                                                Page 4
                                                  Balance 2


CUC International, Abridged Interim Financial Statements For Nine
Months Ended October 31, 1988

                        CONSOLIDATED BALANCE SHEET

                                              October 31, 1988
(Dollar amounts in thousands)                   (unaudited)         January 31, 1988


ASSETS
Current Assets
Cash and cash equivalents                         $ 32,003             $ 25,953
Receivables                                         38,118               33,201
Other                                                4,164                3,468
Total Current Assets                                   74,285               62,622

Deferred membership charges, net                       37,223               22,078
Prepaid solicitation costs                             25,538               17,089
Prepaid commissions                                     5,397                6,267
Contract renewal rights and intangible
 assets, net                                         64,419               61,245
Properties, net                                      19,805               16,048
Other                                                 2,040                1,519
Total Assets                                      $ 228,707            $ 186,868


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Members' deposits                                 $     4,485          $     4,997
Accounts payable and accrued
 expenses                                              50,017               36,063
Federal and state income taxes                          1,264                  423
Current portion of long-term obliga-
 tions                                                  1,494                1,404
Total Current Liabilities                              57,260               42,887

Convertible subordinated debentures                    12,000               12,000
Long-term obligations                                   2,673                3,767
Deferred income taxes                                  16,844               14,624
Other                                                   1,402                1,229
Total Liabilities                                      90,179               74,507

Shareholders' Equity
Common Stock                                              203                  197
Other shareholders' equity                            138,325              112,164
Total Shareholders' Equity                            138,528              112,361
Total Liabilities and Shareholders'
 Equity                                           $ 228,707            $ 186,868




                                                      Page 5
                                                 Income 2


                              CONSOLIDATED INCOME STATEMENT
                                        (unaudited)

                                           Three Months Ended                 Nine Months Ended
                                               October 31                         October 31
(In thousands, except per share amounts)       1988             1987         1988           1987

Revenues
Membership and service fees                $ 70,131         $ 50,696     $ 192,016      $ 143,409
Other                                           938              386         2,297          1,693
Total Revenues                                 71,069           51,082       194,313        145,102

Expenses
Operating                                      24,320           16,258        64,123         47,608
Marketing                                      23,524           17,761        65,647         50,625
General and administrative                     11,787            8,721        32,363         25,097
Total Expenses                                 59,631           42,740       162,133        123,330

Operating Income                               11,438            8,342        32,180         21,772
Provision for income taxes                      4,577            3,672        12,854          9,591
Net Income                                 $ 6,861          $ 4,670      $ 19,326       $ 12,181

Net Income Per Common Share                $     0.33       $     0.24   $      0.93    $      0.63

Weighted Average Number of
Common and Common Equiva-
lent Shares Outstanding                        20,752           19,665        20,870         19,231




                                                  Page 6

				
DOCUMENT INFO
Description: Shareholders Contract document sample