49TH AMENDMENT
TWENTY-FIRST AMENDMENT TO THE THIRD AMENDED AND
RESTATED OFFERING PLAN
THE VILLAS AT FAIRWAY
ROUTE #209
BUSHKILL, PENNSYLVANIA
This Amendment modifies and supplements the tenns ofthe Third Amended and Restated Offering
Plan filed October 25,2006, the First Amendment to the Third Amended and Restated Offering Plan
filed December 15, 2006, the Second Amendment to the Third Amended and Restated Offering Plan
filed May 31,2007, the Third Amendment to the Third Amended and Restated Offering Plan filed
November 27, 2007, the Fourth Amendment to the Third Amended and Restated Offering Plan filed
April 23, 2008, the Fifth Amendment to the Third Amended and Restated Offering Plan filed on
October 22, 2008, the Sixth Amendment to the Third Amended and Restated Offering Plan filed
April 16,2009, the Seventh Amendment to the Third Amended and Restated Offering Plan filed
October 9, 2009, the Eighth Amendment to the Third Amended and Restated Offering Plan filed
April 7, 2010, the Ninth Amendment to the Third Amended and Restated Offering Plan filed on
September 17, 2010, the Tenth Amendment to the Third Amended and Restated Offering Plan filed
on March 17,2011, the Eleventh Amendment to the Third Amended and Restated Offering Plan
filed August 16, 2011, the Twelfth Amendment to the Third Amended and Restated Offering Plan
filed on February 1, 2012, the Thirteenth Amendment to the Third Amended and Restated Offering
Plan filed on July 11, 2012, the Fourteenth Amendment to the Third Amended and Restated Offering
Plan filed on December 28,2012, the Fifteenth Amendment to the Third Amended and Restated
Offering Plan filed on May 8, 2013, the Sixteenth Amendment to the Third Amended and Restated
Offering Plan filed November 6, 2013, the Seventeenth Amendment to the Third Amended and
Restated Offering Plan filed on January 28, 2014, the Eighteenth Amendment to the Third Amended
and Restated Offering Plan filed on July 9, 2014, the Nineteenth Amendment to the Third Amended
and Restated Offering Plan filed on October 16, 2014, the Twentieth Amendment to the Third
Amended and Restated Offering Plan filed on December 9, 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 Nineteen Amendment to the
Third Amended and Restated Offering Plan and the Twentieth Amendment to the Third Amended
and Restated Offering Plan.
The terms of this Amendment are as follows:
1.
Extension of Term
The Plan is hereby extended for six (6) months.
2.
Sponsor's Financial Statement
The audited Special-Purpose Statement of Selected Operating Revenue 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 "Sponsor's Financial Condition"
This section is hereby amended as follows:
b) Page 88, first paragraph is hereby deleted and replaced with the following:
"The Sponsor owns an interest in the following Villas at The Villas at Fairway: 1501-1560,
1601,1602,1605,1606,1609-1617,1619, 1621-1623, 1625-1628, 1630-1645, 1647-1668,
1660-1662,1665-1686,1688-1691, 1693,1695, 1696,3401-3416,3423,3426,3427,3429,
3430,3432-3438,3441-3452,3459,3461,3462, 3509-3528, 3801,3803,3805,3807,3809,
3811,3813,3815,3817,3819,3821,3823,3825,3827,3829,3831,3833,3837,3839,3841,
3843,3845 and 3847. The inventory of Villas owned by the Sponsor is subject to change as
Villas are reacquired by the Sponsor in the normal course of business because of default or
upgrade by Villa Vacation Plan Owners or as Sponsor constructs additional Villas. Under the
Offering Plan, the Sponsor has no obligation to pay the monthly Maintenance Fees on unsold
Villa Vacation Plans. If the actual costs of operation and maintenance of the Property exceed
the aggregate Maintenance Fees due for Villa Vacation Plans sold, then the Sponsor will pay
for any shortfall. The amount may vary from year to year."
4. SoldlUnsold Unit Weeks
As of March 31, 2015, the Sponsor has sold approximately nine thousand six hundred
twenty three and one-half (9,623.50) Unit Weeks primarily to residents of the
Commonwealth of Pennsylvania, the State of New Jersey and the State of New York. There
are currently approximately three thousand one hundred fifty eight and one-half (3, 158.50)
Unit Weeks which are unsold.
5.
Status of Construction
All of the Villas in which Time-Share Interests are being offered for sale under the Plan have
been completed except for the Unit Weeks in the Four Bedroom Units being offered for sale
pursuant to the Thirtieth Amendment (Designated as the Second Amendment to the Third
Amended and Restated Offering Plan) which are to be constructed. There have been no
changes in the status of construction of the Villas or the Resort Facilities since the filing of
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the Forty Eighth Amendment (Designated as the Twentieth Amendment to the Third
Amended and Restated Offering Plan) except as stated herein.
6. Definitions
All terms used in this Amendment, not otherwise defined herein, shall have the same
meanings ascribed to them in the Plan.
7. No Material Changes
Except as set forth in this Amendment, there have been no material changes to the Plan.
8. Incorporation of Plan
The Plan, as modified and supplemented hereby, is incorporated herein by reference with the
same effect as if set forth at length.
Sponsor: HRP Corp.
Dated: Kearny, New Jersey
May 28, 2015
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FilirwilY Villas 49 AnIl,n1mmt Amu:K1nJallIS·OS·04.doc
HRPCORP.
SPECIAL-PURPOSE STATEMENT
OF SELECTED OPERATING
REVENUES AND EXPENSES
DECEMBER 31, 2014
EXHIBIT A
HRPCORP.
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
HRP Corp.
Bushkill, PA 18324
Report on the Financial Statements
We have audited the accompanying special-purpose statement of selected operating revenues and
expenses ofHRP Corp., Bushkill, PA for the year ended December 31,2014, and the related
notes to the t'inancial 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 tinancial statement that is free from material misstatement,
whether due to fraud or error. The accompanying statement was prepared for the purpose of
filing 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 ofthe 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 standarcl.s 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 of the 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 provid~ 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 HRP Corp., Bushkill, P A 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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Stroudsburg. PA 18360
March 4,2015
2
HRPCORP.
SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERA TING REVENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31,2014
(in thousands a/dollars)
SELECTED OPERATING REVENUES
Maintenance fee revenue
Less: Provision for uncollectible fees
Net Maintenance Fee Revenue
$
Villa rental income
Rental and sundry operating income
Late fees
5,796
1.102
4,694
1.687
64
198
6.643
SELECTED OPERATING EXPENSES
Direct
Cable TV
Repairs, replacement and miscellaneous supplies
Guest supplies
Outsourced housekeeping service
Electricity
Pest control
Waste disposal
Refurnishing
Real estate taxes
Rental agency expenses
Recreation and owner functions
Allocation from Affiliates
Wages (housekeeping. property, maintenance)
Payroll taxes and benefits
Insurance
Laundry
Deeded trust expense
Water and sewer
Centralized services fee
EXCESS OF SELECTED OPERATING EXPENSES
OVER SELECTED OPERATING REVENUES
See accompanying notes to financial statement.
3
70
126
90
440
883
19
1
231
1,660
3
65
1.337
281
150
278
2
81
2.131
7.848
$
1.205)
HRP CORP.
NOTES TO THE SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERA TING REVENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31,2014
NOTE A - NATURE OF OPERATIONS AND REPORTING ENTITY
NATURE OF OPERATIONS
HRP Corp. develops, sells and operates interval and whole ownership time-share facilities in
Pennsylvania, known as Fairway Villas. Each purchaser is eligible to receive a deeded fee
interest as a tenant in common of a designated villa.
The Company is responsible for the operation and maintenance of the villas.
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 t9 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 are 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 tCL"Xes 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. 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.
-I
HRP CORP.
NOTES TO THE SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERA TD1G REvENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31,2014
MAINTENANCE 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 OPERATING INCOME
Rental and sundry operating income represents ri;!venues reC(:iveC1 from short-term rentals of
time-share condominiums, 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.
ALLOCATED EXPENSES
Certain other operating expenses of the Company are partially allocated from an affiliated
company. Those allocated expenses include wages and related payroll taxes and benefits for
housekeeping, property and maintenance personnel. The allocation is based on the total number
of occupied nights at the Company's facilities and at its affiliate.
Insurance expense represents an allocation of costs by the parent Company. The allocation is
based on the spe(;ified insured items.
Laundry, waste disposal, and water and sewer expenses represent an allocation of cost from
another affiliate of the Company. Laundry expense is based on pounds laundered.
Waste disposal and water and sewer expenses are based on the actual usage and consumption.
5
HRPCORP.
NOTES TO THE SPECIAL-PURPOSE STATEMENT OF SELECTED
OPERATING REVENUES AND EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2014
(in thollsands of dollars)
CENTRALIZED SERVICES FEE
Affiliated companies allocate certain costs and charge the Company and other affiliates through 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
534
293
194
133
204
18
60
191
75
18
398
13
$
2.131
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