FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarter Ended October 1, 1995 Commission File Number 0-24714 KAHLER REALTY CORPORATION (Exact name of registrant as specified in its charter) Minnesota 41-1784272 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 20 SW 2nd Avenue, Rochester, MN 55902 (Address of principal executive offices) (Zip Code) (507) 285-2700 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (2) 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 The number of shares outstanding of the Registrant's common stock as of October 1, 1995 was: Common Stock, $.10 par value - 4,229,192 shares KAHLER REALTY CORPORATION AND SUBSIDIARIES INDEX TO QUARTERLY REPORT ON FORM 10-Q October 1, 1995 PAGE NUMBER Index to Report . . . . . . . . . . . . . . . . . . . . . . . 1 Part 1. Financial Information Consolidated Balance Sheets - October 1, 1995 and January 1, 1995 . . . . . . . . . . 2 - 3 Consolidated Statements of Operations - Third Quarter Ended and Nine Months Ended October 1, 1995 and October 2, 1994 . . . . . . . . . . 4 Consolidated Statements of Cash Flow - Nine Months Ended October 1, 1995 and October 2, 1994 . . . . . . . . . . 5 Notes to Consolidated Financial Statements. . . . . . . . 6 - 8 Management's Discussion and Analysis of Results of Operations and Financial Condition . . . . . 8 - 14 Part II. Other Information Exhibits and Reports on Form 8-K. . . . . . . . . . . . . 14 Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . 15 PART I. FINANCIAL INFORMATION Page 2 KAHLER REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (unaudited) October 1, January 1, 1995 1995 ASSETS CURRENT ASSETS Cash $ 2,881 $ 1,110 Receivables: Trade, less allowance for doubtful accounts of $257 and $252, respectively 6,680 5,333 Current portion of notes receivable 151 150 Inventories 2,610 2,498 Prepaid expenses 462 265 Total current assets 12,784 9,356 OTHER ASSETS Notes receivable, primarily from affiliates 1,338 1,423 Investment in and advances to affiliates 4,225 3,279 Debt service reserve fund 750 750 Intangibles 739 791 Other 2,546 1,823 Total other assets 9,598 8,066 PROPERTY AND EQUIPMENT Land and improvements 17,026 16,349 Buildings 141,769 136,967 Equipment 49,187 46,977 Formal wear apparel 5,807 4,735 Total 213,789 205,028 Less accumulated depreciation 60,723 54,281 153,066 150,747 Construction in progress 2,044 - Total property and equipment 155,110 150,747 TOTAL ASSETS $ 177,492 $ 168,169 See Notes to Consolidated Financial Statements PART I. FINANCIAL INFORMATION Page 3 KAHLER REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in Thousands) (unaudited) October 1, January 1, 1995 1995 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 9,629 $ 8,559 Accrued liabilities: Payroll and payroll related liabilities 4,023 2,473 Real estate taxes 3,106 1,996 Other taxes 1,937 806 Notes payable 3,250 5,300 Current portion of long-term debt 2,865 2,767 Current portion of subordinated debt due to affiliate 500 500 Total current liabilities 25,310 22,401 LONG-TERM DEBT Obligations of Kahler Realty Corporation 98,526 94,942 Obligations of Subsidiaries - Nonrecourse to Kahler Realty Corporation 26,508 26,517 Total long-term debt 125,034 121,459 OTHER DEFERRED LIABILITIES Deferred revenue 131 137 Other 1,379 1,401 Total other deferred liabilities 1,510 1,538 COMMITMENTS AND CONTINGENCIES SUBORDINATED DEBT DUE TO AFFILIATE 1,000 1,500 STOCKHOLDERS' EQUITY Common stock, par value $.10 Authorized - 70,000,000 shares; Issued and outstanding - 4,229,192 and 4,167,598, respectively 423 417 Additional paid-in capital 13,330 13,030 Retained earnings 11,052 7,991 Minimum pension liability adjustment (167) (167) Total stockholders' equity 24,638 21,271 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 177,492 $ 168,169 See Notes to Consolidated Financial Statements PART I. FINANCIAL INFORMATION Page 4 KAHLER REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in Thousands Except Per Share Data) (unaudited) Third Quarter Ended Nine Months Ended October 1 October 2 October 1 October 2 1995 1994 1995 1994 REVENUES Revenue of owned operations $ 31,143 $ 28,000 $ 93,009 $ 84,345 Other properties managed and/or partially owned 5,328 4,672 13,690 13,248 Total revenues $ 36,471 $ 32,672 $ 106,699 $ 97,593 REVENUE OF OWNED OPERATIONS Lodging- rooms $ 15,956 $ 13,980 $ 47,264 $ 41,881 - food and beverage 7,838 6,979 23,919 21,480 - other 3,046 2,552 8,934 7,767 Formal wear, laundry & other 4,163 4,255 12,528 12,700 Interest income 140 234 364 517 Total revenue of owned operations 31,143 28,000 93,009 84,345 OPERATING COSTS AND EXPENSES Lodging- rooms 4,004 3,536 11,592 10,329 - food and beverage 6,156 5,482 18,918 17,024 - other 10,219 8,811 29,385 25,929 Formal wear, laundry & other 3,087 3,266 9,755 10,460 Corporate expenses 1,059 893 2,973 2,587 Depreciation and amortization 2,287 2,140 6,725 6,438 Total operating costs and expenses 26,812 24,128 79,348 72,767 GROSS OPERATING PROFIT 4,331 3,872 13,661 11,578 Interest expense (3,087) (2,929) (9,147) (8,177) Equity earnings of affiliates 278 152 569 250 Gain (Loss) on sale of assets (4) 12 (35) 23 INCOME FROM OPERATIONS BEFORE INCOME TAXES 1,518 1,107 5,048 3,674 Provision for income taxes 471 330 1,565 1,100 NET INCOME $ 1,047 $ 777 $ 3,483 $ 2,574 PRIMARY INCOME PER COMMON SHARE $ .24 $ .19 $ .81 $ .62 FULLY DILUTED INCOME PER COMMON SHARE $ .24 $ .19 $ .81 $ .62 See Notes to Consolidated Financial Statements. PART I. FINANCIAL INFORMATION Page 5 KAHLER REALTY CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW (Dollars in Thousands) (unaudited) Nine Months Nine Months Ended Ended October 1, 1995 October 2, 1994 OPERATIONS: Net income $ 3,483 $ 2,574 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 6,725 6,438 Common stock issued under employee benefit plans 107 6 Equity in earnings of affiliates (569) (250) Loss (Gain) on sale of assets 35 (23) Change in current assets and current liabilities Receivables (1,347) (1,716) Inventories (112) (66) Prepaid expenses (197) (86) Accounts payable 1,070 244 Accrued liabilities 3,791 2,460 Net cash provided by operating activities 12,986 9,581 CASH FLOWS FROM INVESTING ACTIVITIES: Payments for property and equipment (10,931) (10,675) Proceeds from sale of property and equipment 4 50 Payment received on notes receivable 84 172 Investment in and advances to affiliates (657) - Payments received from affiliates 280 280 Payments for intangible assets (24) (61) Increase in other assets (843) (782) Net cash used in investing activities (12,087) (11,016) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid to preferred shareholders - (224) Dividends paid to common shareholders (422) (224) Proceeds from issuance of common stock 199 1,273 Proceeds from new long-term debt and notes payable 5,298 3,809 Principal payments on subordinated debt (500) - Principal payments on long-term debt (1,625) (1,997) Net borrowings (payments) under line-of-credit agreements and short-term notes payable (2,050) 975 Decrease in other liabilities (28) (155) Net cash provided by financing activities 872 3,457 INCREASE IN CASH 1,771 2,022 CASH AT BEGINNING OF THE PERIOD 1,110 984 CASH AT END OF PERIOD $ 2,881 $ 3,006 See Notes to Consolidated Financial Statements PART I. FINANCIAL INFORMATION Page 6 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. They do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to consolidated financial statements included in the Annual Report on Form 10-K of Kahler Realty Corporation and subsidiaries (the Company) for the year ended January 1, 1995. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the first nine months ended October 1, 1995 are not necessarily indicative of the results that may be expected for the year ending December 31, 1995. 2. All comparative data reflects application of consistent accounting principles and contains no prior period adjustments. 3. Revenues of the Company are classified into two components. The Company uses this presentation to show the total scope of the Company's operations. The components of revenue are: Revenue of owned operations include revenues from lodging properties in which the Company has an interest greater than 50%, management fees generated from properties partially-owned (50% or less) and properties owned by others. Also included are revenues from Anderson's Formal Wear, Textile Care Services and interest income. Other properties managed and/or partially-owned includes all revenue of properties partially-owned (50% or less) by the Company and the properties managed for others. Under generally accepted accounting principles, this revenue is not included in revenue of owned operations and the Company's interest in partially-owned properties is reflected in the Consolidated Statements of Operations as equity earnings of affiliates. 4. Supplemental disclosure of cash flow information. Cash paid (received) for: Nine Months Ended Nine Months Ended October 1, 1995 October 2, 1994 Interest paid $ 9,275 $ 7,777 Interest received (348) (590) Income taxes 702 669 5. Income per share is computed on a primary share basis using the weighted average number of outstanding common shares plus common stock equivalents aggregating 4,340,000 and 3,926,000 for the third quarter of 1995 and 1994, respectively, and 4,317,000 and 3,832,000 for the nine months ended October 1, 1995 and October 2, 1994. Income per share for the nine months ended October 1, 1995 is presented on a fully diluted basis using the weighted average number of outstanding common shares plus stock equivalents aggregating 4,340,000. Income per share computed on a fully diluted basis for the third quarter of 1995 and 1994 and the nine months ended October 2, 1994 is the same as on a primary share basis. PART I. FINANCIAL INFORMATION Page 7 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued 6. The Board of Directors during the third quarter of 1995 and 1994 declared quarterly dividends of $.04 and $.02 per share to common shareholders of record on October 2, 1995 and October 1, 1994, respectively. These dividends totaling $169 and $82 were paid October 24, 1995 and October 21, 1994. Year to date 1995 and 1994, the Company paid dividends of $.10 per share, and $.06 per share, to common shareholders for a total dividend of $422 and $224, respectively. During the third quarter of 1994, the Company paid a quarterly dividend of $0.5625 per share to preferred shareholders of record on September 14, 1994. This dividend, totaling $65, was paid on September 15, 1994. Year to date 1994, the Company paid dividends of $1.6875 per share to preferred shareholders for a total dividend of $224. All preferred shareholders converted their outstanding preferred shares to common stock during 1994. These dividends have been accounted for as a reduction to retained earnings. 7. Investment in and advances to affiliates represent the Company's proportionate share of the affiliates' assets and liabilities as adjusted to reflect the effect of any basis differences. The Company or its subsidiaries typically serve as a general partner or limited partner of the partnership and operate the hotels under long-term management contracts. Ownership October 1, October 2, Equity investments Interests 1995 1994 Provo Park Hotel, Provo, UT 50.0% $ 3,468 $ 3,221 Best Western Copper King Park Hotel, Butte, MT 32.9% 632 - Kahler Park Hotel, Hibbing, MN 25.0% 125 150 Quality Hotel Plaza One, Rock Island, IL 26.6% - 58 $ 4,225 $ 3,429 The 32.9% equity interest in the 150 room Best Western Copper King Park Hotel was acquired in the third quarter of 1995. Combined summarized balance sheet information for the Company's affiliates is as follows: Current assets $ 1,596 $ 949 Noncurrent assets 19,767 15,643 Current liabilities 1,887 1,272 Long-term debt, principally mortgages 11,793 9,295 Other long-term liabilities 1,311 1,302 Owner's equity 6,372 4,723 PART I. FINANCIAL INFORMATION Page 8 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - continued Nine Months Ended October 1, 1995 October 2, 1994 The Company's income from affiliates before taxes is as follows: Management fees $ 312 $ 253 Equity in net earnings 569 250 $ 881 $ 503 Combined summarized operating results reported by these affiliates are as follows: Revenues $ 10,353 $ 8,473 Net income 856 196 8. On August 1, 1995 the Company acquired the 112 room full-service Canyon Springs Park Hotel in Twin Falls, Idaho. The purchase was financed with a first mortgage of $3.8 million, a note payable to the seller of $400 and $1.6 million from available cash and lines of credit. On July 1, 1995, the Company acquired a 32.9% equity interest and took over the operating responsibility of the 150 room full-service Best Western Copper King Park Hotel in Butte, Montana. In April 1995, construction of a 108 room expansion of the Boise Park Suites Hotel began. Substantially all of the remaining construction cost will be paid for with a $4.9 million construction and permanent loan. The Company continues to study the possibility of converting to a real estate investment trust simultaneously with a public offering of its common shares. In the event the offering is not completed, offering costs incurred will be borne by the Company. Offering costs incurred to date are $660. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION General The management's discussion and analysis of financial condition and results of operations set forth below follows the presentation of the Company's Consolidated Statements of Operations. This discussion should be read in conjunction with this statement and the other Consolidated Financial Statements and Notes thereto appearing in this Form 10-Q. Revenues of the Company are classified into two components which are defined in Note 3 of the Notes to Consolidated Financial Statements. The Company uses this presentation to show the total scope of the Company's operations. PART I. FINANCIAL INFORMATION Page 9 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 The Company's principal business is the ownership and management of hotel properties. The following table sets forth certain financial information from owned operations for the lodging segment, stating the lodging revenue components as a percentage of total lodging revenue, for the periods indicated. Third Quarter First Nine Months 1995 1994 1995 1994 Room revenue 59.4% 59.5% 59.0% 58.9% Food and beverage revenue 29.2 29.7 29.9 30.2 Other - Golf, rents, phone, etc. 10.7 10.3 10.5 10.4 - Management fees .7 .5 .6 .5 Total lodging revenues 100.0 100.0 100.0 100.0 Lodging operating expenses 75.9 75.8 74.8 74.9 Lodging operating income before interest, depreciation and corporate expenses 24.1% 4.2% 25.2% 25.1% The Company's operations have benefitted from the addition of new management contracts and the acquisition of new properties. In January 1995, the Company entered into a management contract with a 127 room property in Waverly, Iowa. The Company acquired a 32.9% interest in and management contract with the 150 room Best Western Copper King Park Hotel in Butte, Montana in July, 1995. In August 1995, the Company acquired the Best Western Canyon Springs Park Hotel in Twin Falls, Idaho, a 112 room property. In March 1994, the Company acquired Pocatello Park Quality Inn which is a 152 room property in Pocatello, Idaho. In December 1994, the Company acquired the Green Oaks Inn and Conference Center in Fort Worth, Texas which it had managed since 1990. The following table sets forth certain operating data for the hotels owned and managed by the Company: Hotel Operating Data: Third Quarter First Nine Months 1995 1994 1995 1994 Number of Hotels, period end 22 19 22 19 Room Nights Available 427,235 393,083 1,239,338 1,166,919 Occupancy 72.8% 71.2% 68.7% 67.4% Average Daily Room Rate per Occupied Room $ 62.42 $ 60.99 $ 65.39 $ 63.89 Average Daily Revenue per Available Room $ 45.43 $ 43.41 $ 44.91 $ 43.07 PART I. FINANCIAL INFORMATION Page 10 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 Results of Operations This discussion should be read in conjunction with the Consolidated Statements of Operations. Lodging Total lodging revenue for the third quarter and first nine months of 1995 increased by $3.3 million and $9.0 million or 14.2% and 12.6% compared to the same periods in 1994. These increases are primarily the result of acquisitions subsequent to the first nine months in 1994, which are outlined above. The Company's room revenues also increased due to increased occupancies and higher rates. The Company's occupancy percentage increased from 71.2% to 72.8% in the third quarter and from 67.4% to 68.7% for the first nine months of 1995 compared with the same periods in 1994. The Company's hotels in the intermountain west states of Utah, Arizona and Idaho, and the conference center hotel in Texas primarily generated the increase in average daily room rate and occupancy. This is a result of strong economies in these areas and good marketing efforts by the Company. Food and beverage revenues increased by $859 and $2.4 million or 12.3% and 11.4% when comparing the third quarter and the first nine months of 1995 with the same periods in 1994. This is primarily the result of acquiring new hotel properties as discussed above. Lodging operating costs and expenses in the third quarter of 1995 increased by $2.6 million from $17.8 million to $20.4 million and increased for the first nine months of 1995 by $6.6 million from $53.3 million to $59.9 million when comparing the same periods in 1994. This again is primarily due to the acquisition of new hotel properties. The gross operating margin for lodging decreased to 24.1% from 24.2% in the third quarter and increased to 25.2% from 25.1% for the first nine months of 1995 when comparing the same periods in 1994. Formal Wear, Laundry and Other Formal wear revenues increased 4.3% to $2.6 million from $2.5 million in the third quarter and increased by 4.1% to $7.6 million from $7.3 million for the first nine months when comparing 1995 and 1994. The third quarter of 1995 improvement resulted from an increase in the volume of units shipped of 1.4% and an increase of revenue per unit of 2.1%. The first nine months of 1995 improvement resulted from an increase in the volume of units shipped of 1.7% and an increase of revenue per unit of 1.6%. Formal wear operating expenses increased $219 and $451 or approximately 12.8% and 8.3% when comparing the third quarter and the first nine months of 1995 to the same periods a year ago. The increases are primarily for employee related expenses and increases in rental expense for the retail stores. As a percentage of revenue, formal wear expenses increased in the third quarter to 73.6% from 68.1% and for the first nine months increased to 76.9% from 73.9% for 1995 when compared with the same periods in 1994. PART I. FINANCIAL INFORMATION Page 11 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 Laundry revenues for third quarter of 1995 decreased 12.8% to $1.4 million from $1.6 million and decreased for the first nine months of 1995 by 9.3% to $4.4 million from $4.9 million in 1994. This decrease was primarily the result of downsizing the Utah laundry facility in the fourth quarter of 1994. This downsizing was the result of the Company's efforts to discontinue laundry services for unprofitable products and accounts. Offsetting this decrease was an increase in revenues at the Rochester facility of approximately 3.3% for the first nine months. Laundry operating expenses for the third quarter decreased as a percentage of laundry revenue to 73.8% in 1995 from 90.3% in 1994. For the first nine months of 1995 operating expenses decreased to 78.6% from 95.0% as a percentage of revenue compared to 1994. The decreases are primarily due to greatly improved efficiencies associated with the laundry facility in Rochester, which opened in April 1993. Productivity measured in pounds produced per labor hour at the Rochester facility increased to 92.1 in 1995 as compared to 64.8 in 1994, a 42.1% improvement. Also contributing to this improvement was the downsizing at the Utah facility which was mentioned above. Interest Income Interest income for third quarter of 1995 decreased by $94 from 1994 and for the first nine months decreased $153 in 1995. This resulted primarily from an increase in interest income from a guarantee agreement with the mortgagor of the Salt Lake Hilton which was offset by the consolidation of the Green Oaks Inn & Conference Center which was acquired at the end of 1994. Prior to the acquisition, the Company held a mortgage receivable and recognized interest income. Corporate Expenses Corporate expenses, primarily professional fees and employee related expenses, increased in the third quarter by $166 and increased in the first nine months by $386 when compared with the same periods in 1994. Depreciation and Amortization Depreciation and amortization increased to $2.3 million from $2.1 million when comparing 1995 and 1994 third quarters. Comparing the first nine months for the same years, depreciation and amortization increased to $6.7 million from $6.4 million. This is primarily the result of acquiring new hotel properties as discussed above. Interest Expense Interest expense for third quarter and the first nine months for 1995 increased by $158 and $970 respectively when compared to the same periods in 1994. The increase in the amount of interest expense is attributed to the increase in the prime lending rate, and the debt associated with the acquisition of Pocatello Park Quality Inn Hotel and Best Western Canyon Springs Park Hotel. PART I. FINANCIAL INFORMATION Page 12 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 Equity Earnings of Affiliates Equity earnings of affiliates for the third quarter was $278 in 1995 compared with $152 in 1994. Equity earnings of affiliates in the first nine months of 1995 was $569 compared with equity earnings of $250 in 1994. This activity can be further understood by referencing Footnote 7 of the Notes to Consolidated Financial Statements. For 1995, the Company received equity earnings of $583 and $32 from Provo Park Hotel and Copper King Park Hotel, respectively, and incurred an equity loss of $46 from Kahler Park Hotel. For the same period in 1994, the Company received equity earnings of $415 from Provo Park Hotel and incurred equity losses of $56 and $109 from Kahler Park Hotel and Plaza One Hotel, respectively. Net Income Net income for the third quarter increased to $1.0 million in 1995 from $777 in 1994. For the nine months of 1995 net income increased to $3.5 million compared to $2.6 million in 1994. The increase was primarily due to increased revenues in the lodging and laundry segments, and the improved operating margin in the laundry segment. Liquidity and Capital Resources For this discussion, reference to 1995 represents the first nine months of 1995 and reference to 1994 represents the first nine months of 1994. Cash Flows Net cash provided by operating activities increased $3.4 million over 1994 to $13.0 million for 1995. The Company's improved operating income was the primary contributor to this improvement. PART I. FINANCIAL INFORMATION Page 13 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 Capital Expenditures Capital expenditures for 1995 and 1994 totaled approximately $10.9 million and $10.7 million, respectively. In 1995, $5.7 million, $2.0 million and $2.1 million were used for the acquisition of the Best Western Canyon Springs Park Hotel, the construction of a 108 suite addition at the Boise Park Suites Hotel and to remodel and refurbish existing hotels and to purchase laundry and formal wear equipment, respectively. The remaining $1.1 million was used for garment purchases. In 1994, approximately $5.2 million and $672 of the funds were used for the acquisition of Pocatello Park Hotel and laundry equipment, respectively. Approximately $3.6 million and $1.2 million of funds were used for refurbishment of existing properties and purchase of garments, respectively. Investment in and Advances to Affiliates The Company received a $280 distribution from the Provo Park Hotel in 1995 and 1994. The Company made an investment of $600 and $57 to affiliates related to Copper King Park Hotel and Kahler Park Hotel, respectively. See Footnote 7 of Notes to Consolidated Financial Statements for further discussion. Financing In 1995 the Company made a scheduled $500 payment on it's subordinated debt, normal principal retirements of $1.6 million and $2.1 million of repayments on the lines of credit and short- term notes. In 1995, net cash provided from proceeds of new long-term debt was $5.3 million. $4.2 million related to the acquisition of Canyon Springs Park and $1.1 million relates primarily to the construction of a 108 suite addition to the Boise Park Suites Hotel. In 1994, net cash provided from proceeds of new long-term debt of $3.8 million and net borrowing under line-of-credit agreements of $1.7 million relates to the cash requirements for the acquisition of Pocatello Park Hotel. The Company also made payments of $750 on an unsecured short term note payable in 1994. Inflation Operators of hotels in general possess the ability to adjust room rates quickly. However, competitive pressures have limited and may in the future limit the Company's ability to raise rates in the response to inflation. PART I. FINANCIAL INFORMATION Page 14 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q (Dollars in Thousands Except Per Share Data) Third Quarter Ended October 1, 1995 Seasonality The Company's hotel operations historically have been seasonal in nature, reflecting higher occupancy rates during the first and third quarters. The higher occupancy rates during the first quarter are due to increased seasonal demand at the Sheraton San Marcos Golf Resort and Conference Center and the greater Salt Lake City area hotels due to winter skiing. The third quarter typically has higher occupancy rates due to summer vacation travel. In addition, the formal wear segment is highly seasonal with the greatest amount of rentals during the second quarter which typically includes higher demand for high school proms and weddings. Other The Company continues to study the possibility of converting to a real estate investment trust simultaneously with a public offering of its common shares. In the event the offering is not completed, offering costs incurred will be borne by the Company. Offering costs incurred to date are $660. The Company is in the preliminary stage of litigation with a telecommunications company relating to disputed unremitted telephone revenue and fees at ten of the Company's hotels. The Company has denied all claims and has made counter claims relating to breach of contract and intends to pursue all available alternatives. The outcome of this dispute is uncertain. In December 1994 the Company received notice of default relating to bond indebtedness on one of its wholly owned properties. A group of bondholders have claimed the Company incorrectly calculated added interest for this hotel for the year 1993 in the amount of approximately $267. The Company denies the claim. If the bondholders were found judicially correct, the Company would owe this amount for 1993 and an additional $618 for 1994. Additionally, the Company is involved in various litigation in the normal course of business. The Company does not expect the outcome of the matters described above to have a material adverse effect on the Company's consolidated financial statements. The Company is required to adopt Statement of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of a Loan" and SFAS No. 107, "Disclosure about Fair Value of Financial Instruments" no later than its fiscal year 1995. In addition, the Company is required to adopt Statement of Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of" no later than its fiscal year 1996. The Company has not completed all of the analysis required to estimate the impact of the new statements. Management of the Company does not believe that the adoption of these statements will have any material adverse effect on the financial position or results of operations of the Company. PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule Page 15 KAHLER REALTY CORPORATION AND SUBSIDIARIES QUARTERLY REPORT ON FORM 10-Q Third Quarter Ended October 1, 1995 SIGNATURE Pursuant to the requirements 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 on November 14, 1995. KAHLER REALTY CORPORATION By: Harold W. Milner By: Steven R. Stenhaug Harold W. Milner Steven R. Stenhaug President, CEO Senior Vice President-Treasurer