68TH AMENDMENT
TWENTY-NINTH AMENDMENT TO
THE THIRD AMENDED AND
RESTATED OFFERING PLAN
THE VILLAS AT TREE TOPS
BUSHKILL, PENNSYLVANIA
This Amendment modifies and supplements the tenns ofthe Third Amended and Restated Offering
Plan filed June 18, 2002, the First Amendment to the Third Amended and Restated Offering Plan
filed December 18, 2002, the Second Amendment to the Third Amended and Restated Offering Plan
filed May 19, 2003, the Third Amendment to the Third Amended and Restated Offering Plan filed
November 20,2003, the Fourth Amendment to the Third Amended and Restated Offering Plan filed
February 2,2004, the Fifth Amendment to the Third Amended and Restated Offering Plan filed July
28, 2004, the Sixth Amendment to the Third Amended and Restated Offering Plan filed January 7,
2005, the Seventh Amendment to the Third Amended and Restated Offering Plan filed June 21,
2005, the Eighth Amendment to the Third Amended and Restated Offering Plan filed December 15,
2005, the Ninth Amendment to the Third Amended and Restated Offering Plan filed June 8, 2006,
the Tenth Amendment to the Third Amended and Restated Offering Plan filed December 8, 2006,
the Eleventh Amendment to the Third Amended and Restated Offering Plan filed December 15,
2006, the Twelfth Amendment to the Third Amended and Restated Offering Plan filed May 31,
2007, the Thirteenth Amendment to the Third Amended and Restated Offering Plan filed November
27,2007, the Fourteenth Amendment to the Third Amended and Restated Offering Plan filed April
23,2008, the Fifteenth Amendment to the Third Amended and Restated Offering Plan filed October
22, 2008, the Sixteenth Amendment to the Third Amended and Restated Offering Plan filed April
16, 2009, the Seventeenth Amendment to the Third Amended and Restated Offering Plan filed
October 7, 2009, the Eighteenth Amendment to the Third Amended and Restated Offering Plan filed
March 30, 2010, the Nineteenth Amendment to the Third Amended and Restated Offering Plan filed
September 29, 2010, the Twentieth Amendment to the Third Amended and Restated Offering Plan
filed March 17,2011, the Twenty-First Amendment to the Third Amended and Restated Offering
Plan filed August 17,2011, the Twenty-Second Amendment to the Third Amended and Restated
Offering Plan filed February 10, 2012, the Twenty-Third Amendment to the Third Amended and
Restated Offering Plan filed July 10,2012, the Twenty-Fourth Amendment to the Third Amended
and Restated Offering Plan filed on December 20, 2012, the Twenty-Fifth Amendment to the Third
Amended and Restated Offering Plan filed on June 4, 2013, the Twenty-Sixth Amendment to the
Third Amended and Restated Offering Plan filed on December 5, 2013, the Twenty-Seventh
Amendment to the Third Amended and Restated Offering Plan filed on October 2,2014, the TwentyEighth Amendment to the Third Amended and Restated Offering Plan filed on December 18, 2014
and should be read in conjunction with said Third Amended and Restated Offering Plan (the "Plan"),
the First Amendment to the Third Amended and Restated Offering Plan, the Second Amendment to
the Third Amended and Restated Offering Plan, the Third Amendment to the Third Amended and
Restated Offering Plan, the Fourth Amendment to the Third Amended and Restated Offering Plan,
the Fifth Amendment to the Third Amended and Restated Offering Plan, the Sixth Amendment to
the Third Amended and Restated Offering Plan, the Seventh Amendment to the Third Amended and
Restated Offering Plan, the Eighth Amendment to the Third Amended and Restated Offering Plan,
the Ninth Amendment to the Third Amended and Restated Offering Plan, the Tenth Amendment to
the Third Amended and Restated Offering Plan, the Eleventh Amendment to the Third Amended and
Restated Offering Plan, the Twelfth Amendment to the Third Amended and Restated Offering Plan,
the Thirteenth Amendment to the Third Amended and Restated Offering Plan, the Fourteenth
Amendment to the Third Amended and Restated Offering Plan, the Fifteenth Amendment to the
Third Amended and Restated Offering Plan, the Sixteenth Amendment to the Third Amended and
Restated Offering Plan, the Seventeenth Amendment to the Third Amended and Restated Offering
Plan, the Eighteenth Amendment to the Third Amended and Restated Offering Plan, the Nineteenth
Amendment to the Third Amended and Restated Offering Plan, the Twentieth Amendment to the
Third Amended and Restated Offering Plan, the Twenty-First Amendment to the Third Amended
and Restated Offering Plan, the Twenty-Second Amendment to the Third Amended and Restated
Offering Plan, the Twenty-Third Amendment to the Third Amended and Restated Offering Plan, the
Twenty-Fourth Amendment to the Third Amended and Restated Offering Plan, the Twenty-Fifth
Amendment to the Third Amended and Restated Offering Plan, the Twenty-Sixth Amendment to the
Third Amended and Restated Offering Plan, the Twenty-Seventh Amendment to the Third Amended
and Restated Offering Plan and the Twenty-Eight Amendment to the Third Amended and Restated
Offering Plan.
The terms ofthis Amendment are as follows:
1. Extension of Term
The Plan is hereby extended for six (6) months.
2. Sponsor' Financial Statement
The audited Special-Purpose Statement of Selected Operating Revenues and Expenses for
the year ended December 31, 2014 of the Sponsor is set forth herein as Exhibit A.
3.
Section of Offering Plan titled "Special Risk Factors"
A fire destroyed Units 1267-1270 and 1271-1274 in the Lake Cluster. At this time, the
Sponsor does not intend to rebuild those Units but reserves the right to do so in the future.
Therefore, this section is hereby amended as follows:
Page 7, Special Risk Factor #7 titled "EXPANSION OF PROJECT," is hereby amended
to delete the third sentence which states as follows:
"The Sponsor has completed 370 units with 19,240 Unit Weeks."
That sentence is replaced with the following:
"The Sponsor has completed 322 Units with 16,744 Unit Weeks."
4.
Section of Offering Plan titled "Introduction"
a)
The seventh and eighth sentences of the third paragraph on page 7 are hereby
amended to delete the following sentences:
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"The second phase, designated "Lake Cluster" contains 100 completed Villas. The
third phase designated "Upper Lake Cluster" contains 91 completed Villas."
Those sentences are replaced with the following:
"The second phase, designated "Lake Cluster" contains 96 completed Villas. The
third phase designated "Upper Lake Cluster" contains 83 completed Villas."
b) The fourth sentence of the fifth full paragraph on page 8 is hereby amended to delete
the following:
"It is presently the intention of the Sponsor to construct as many as 571 Villas in
the Project (of which 370 have already been built), however the Sponsor makes no
representation that it will construct any additional Units but reserves the right to do
so."
That sentence is replaced with the following:
"It is presently the intention of the Sponsor to construct as many as 571 Villas in
the Proj ect (of which 322 have already been built), however the Sponsor makes no
representation that it will construct any additional Units but reserves the right to
do so."
5.
Section of Offering Plan titled "Definitions"
This section ofthe Offering Plan is amended to delete the definition of "Project" and replace
same as follows:
"PROJECT" shall mean the development and sale of 57 1 Villas to be constructed on
the property of which 322 are currently completed."
6.
Section of Offering Plan titled "Description of Property and Improvements"
The first and second sentences of the last paragraph on page 16 are hereby amended to delete
the following sentences:
"The 72 Villas built in the Pines Custer, constituting Phase I ofthe Project, are situated upon
approximately 7.329 acres ofland while the 100 Villas built in the Lake Cluster are situated
upon approximately 14.394 acres. The 91 completed Villas in the Upper Lake Cluster are
situated upon approximately 12.192 acres."
Those sentences are replaced with the following:
"The 72 Villas built in the Pines Custer, constituting Phase I ofthe Project, are situated upon
approximately 7.329 acres ofland while the 96 Villas built in the Lake Cluster are situated
upon approximately 14.394 acres. The 83 completed Villas in the Upper Lake Cluster are
situated upon approximately 12.192 acres."
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This section has been amended as there was a fire which destroyed Units 1267-1270 and
1271-1274 in the Lake Cluster. At this time, the Sponsor does not intend to rebuilt those
Units but reserves the right to do so in the future.
7. SoldlUnsold Unit Weeks
As of March 31,2015, the Sponsor has sold approximately ten thousand four hundred
forty-five and one-half (10,445.5) Unit Weeks to residents of the Commonwealth of
Pennsylvania, the State of New Jersey and the State of New York. There are currently
approximately six thousand two hundred ninety eight and one-half (6,298.5) Unit Weeks
which are unsold.
8. Status of Construction
All of the Villas in which Time-Share Interests are being offered for sale under the Plan
have been completed. There have been no changes in the status of construction of the
Villas or the Resort Facilities since the filing of the Sixty Seventh Amendment (Designated
as the Twenty-Eighth Amendment to the Third Amended and Restated Offering Plan) except
for removal of Units 1267-1270 and 1271-1274 which have been removed from this Offering
Plan as they were destroyed by fire.
9. Definitions
All terms used in this Amendment, not otherwise defined herein, shall have the same
meanings ascribed to them in the Plan.
10. No Material Changes
Except as set forth in this Amendment, there have been no material changes to the Plan.
11. Incomoration of Plan
The Plan, as modified and supplemented hereby, is incorporated herein by reference with
the same effect as if set forth at length.
Dated: Kearny, New Jersey
May 29, 2015
Sponsor: Tree Tops, Inc.
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TREE TOPS, INC.
SPECIAL-PURPOSE STATEMENT
OF SELECTED OPERATING
REVENUES AND EXPENSES
DECEMBER 31,2014
EXHIBIT A
TREE TOPS, INC.
SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERATING REVENUES AND EXPENSES
INDEX
DECEMBER 31,2014
Page(s)
Independent Auditor's Report .............................................................................. 1-2
Special-Purpose Statement of Selected Operating Revenues and Expenses ........................... 3
Notes to Special-Purpose Statement of Selected Operating Revenues and Expenses ................ .4-6
STONE, TREMBLY & ASSOCIATES, INC.
Certified Public Accountants and Business Consultants
819 Ann Street. Stroudsburg, PA 18360 • (570) 424-4900 • (570) 421 -5738 fax
Independent Auditor's Report
To the Board of Directors
Tree Tops, Inc.
Bushkill, PA 18324
Report on the Financial Statements
We have audited the accompanying special-purpose statement of selected operating revenues and
expenses of Tree Tops, Inc., Bushkill, PA for the year ended December 31, 2014, and the related
notes to the financial statement.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of this financial statement in
accordance with accounting principles generally accepted in the United States of America; this
includes the design, implementation, and maintenance of internal control relevant to the
preparation and fair presentation of a financial statement that is free from material misstatement,
whether due to fraud or error. The accompanying statement was prepared for the purpose of
tiling with the New York State Department of Law, Part 24 of Title 13 NYCRR (Regulations
Governing Timeshare Offering Plans) as described in the Notes and is not intended to be a
complete presentation of the Company's revenues and expenses.
Auditor's Responsibility
Our responsibility is to express an opinion on this financial statement based on our audit. We
conducted our audit in accordance with auditing standards generally accepted in the United
States of America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the statement is free of material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statement. The procedures selected depend on the auditor's
judgment, including the assessment ofthe risks of material misstatement of the financial
statement. whether due to fraud or error. In making those risk assessments, the auditor considers
internal control relevant to the entity's preparation and fair presentation of the financial statement
in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity's internal control.
Accordingly, we express no such opinion. An audit includes evaluating the appropriateness of
accounting policies used and the reasonableness of significant accounting estimates made by
management, as well as evaluating the overall presentation of the financial statement.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion. the financial statement referred to above presents fairly, in all material respects,
the selected operating revenues and expenses of Tree Tops, Inc., Bushkill, PA for the year ended
December 31, 2014, in conformity with accounting principles generally accepted in the United
States of America and the related notes to the financial statement.
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March 4, 2015
2
TREE TOPS, INC.
SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERATING REVENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31,2014
(in thousands ofdollars)
SELECTED OPERATING REVENUES
$
Maintenance fee revenue
Less: Provision for uncollectible fees
Net Maintenance Fee Revenue
7,344
1.283
6,061
2,394
298
Villa rental income
Rental and sundry operating income
Late fees
118
8.871
SELECTED OPERATING EXPENSES
Direct
Electric
Cable TV
Telecommunications
Pest control
Guest supplies
Recreation
Office supplies
Maintenance supplies
Uniforms
Wages-recreation
Waste disposal
Refurnishing
Equipment rental
Advertising
Housekeeping supplies
Outsourced housekeeping services
Charges From Affiliates
Propane
Real estate taxes
Direct, Net of Allocation to Affiliate
Wages (housekeeping. property, maintenance)
Payroll taxes and benefits
Allocations From Afilliates
Insurance
Laundry
Water and Se\ver
Centralized services fee
EXCESS OF SELECTED OPERATING EXPENSES
OVER SELECTED OPERATING REVENUES
See accompanying notes to tinancial statements.
3
623
74
99
26
178
219
74
718
23
222
63
358
4
540
62
1077
500
724
1,966
394
345
266
141
2.077
10.773
$
(1.2Q2)
TREE TOPS, INC.
NOTES TO THE SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERATING REVENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2014
NOTE A - NATURE OF OPERATIONS AND REPORTING ENTITY
NATURE OF OPERATIONS
Tree Tops. Inc. develops, sells and operates time-share facilities in Pennsylvania. The company
has two separate divisions: Tree Tops (Pines and Lake Cluster Villas). Purchasers receive the
right to use the furnished villas during a one-week interval each year for a term of years.
The Company is responsible for the operation and maintenance of the time-share facilities.
The purchaser of the time-share interest is required to pay an annual membership fee, which is
intended to meet the requirements for the operation and maintenance of the time-share facilities.
REPORTING ENTITY
The accompanying special-purpose statement of selected operating revenues and expenses was
prepared for the purpose of filing with the New York State Department of Law. The statement is
not intended to be a complete presentation of the Company's revenues and expenses. Only those
costs and revenues considered to be associated with the daily operation and maintenance of the
time-share facilities are included. The statement excludes certain other operating revenues and
expenses which arise from the Company's other activities and not related to the operation and
maintenance of time-share facilities. These include sales revenue, interest income, cost of sales,
marketing expenses, depreciation expense, certain general and administrative expenses, interest
expense, royalty expenses and income taxes or income tax benefits.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of this special-purpose statement requires management to make certain estimates
and assumptions that affect the reported amount of selected operating revenues and expenses
during the reporting period. Accordingly, actual results could differ from those estimates.
SUBSEQUENT EVENTS
The Company has evaluated subsequent events for potential recognition and/or disclosure
through March 4,2015, the date the financial statements were available to be issued.
:
TREE TOPS, INC.
NOTES TO THE SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERATING REVENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2014
MAfNTENANCE FEE REVENUE
Maintenance fee revenue represents the membership fees charged to the owners of time-share
interests. Members are charged late fees when membership fees are not paid timely. The
Company makes a provision for those maintenance fees that it deems uncollectible.
RENTAL AND SUNDRY OPERATfNG fNCOME
Rental and sundry operating income represents revenues received from short-term rentals of
time-share facilities, vending machine income and other similar operations.
VILLA RENTAL INCOME
This income represents the portion of operating revenue attributable to the use of facilities for the
purpose of marketing the timeshare facilities to potential members, general rentals. and member
usage outside of their ownership week.
REFURNISHING
Refurnishing expenses represent the actual expenditures by the Company for repairs and the
replacement of furniture and fixtures associated with the time-share facilities.
CHARGES FROM AFFILlATES
Certain operating expenses are incurred and paid for by the Company's affiliates (other
companies owned by the same parent). These costs, including propane, grounds maintenance
and real estate taxes are charged to the Company based on actual usage or costs specifically
identified to the Company.
EXPENSES ALLOCATED TO AFFILlA TE
Certain other operating expenses of the Company are partially allocated to an affiliated company.
These expenses, which are net of such allocations, include wages and related payroll taxes and
benefits for housekeeping and property maintenance personnel. The allocation is based on the
total number of occupied nights at the Company's facilities and at its affiliate.
5
TREE TOPS, INC.
NOTES TO THE SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERATING REVENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2014
(in {hol/sands o/dollars}
ALLOCA nONS FROM AFFILIATES
Insurance
Insurance expense represents an allocation of costs from the Parent Company. The
allocation is based on the specified insured item.
Laundry
Laundry, waste disposal, water and sewer expenses represent an allocation of cost from
an affiliate of the Company. Laundry expense is based on pounds laundered. Waste
disposal and \vater and sewer expenses are based on the actual usage and consumption.
Centralized Services Fee
AtTiliated companies allocate certain costs and charge the Company and other affiliates
by assessing a centralized services fee. The allocation of this fee is based on the amount
of certain assets of each of the affiliated companies. The Company has determined a
portion of the centralized services fee charged to the Company by the affiliate is related to
operations of the time-share facilities. Accordingly, the Company has included this cost
in the statement as a centralized services fee.
The portion of the centralized services fee included in the statement consists of the following:
Collections
Accounting
Data processing
Legal
Security
Mailroom
Personnel
Corp building
Purchasing
Warehouse
Corporate executive
Reservation system
$
615
266
176
121
186
16
55
174
68
17
362
21
$
2.Q71
The components of the centralized services fee included in the statement were determined by
management, based upon the estimated time various personnel were involved in the operational
aspect of the time-share facilities .
6