U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 10-QSB (Mark One) _x_ Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1995 ___ Transition report under Section 13 or 15(d) of the Exchange Act For the period from _____ to _____ Commission file number 0-2528 POCONO HOTELS CORPORATION ------------------------- (Exact Name of Small Business Issuer as Specified in Its Charter) Delaware 51-0099583 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Indentification No.) 1209 Orange Street, Wilmington, Delaware 19801 ---------------------------------------------- (Address of Principal Executive Offices) (302) 658 - 7581 ---------------- (Issuer's Telephone Number, Including Area Code) None ---- (Former Name, Former Address and Former Fiscal Year, if Changes Since Last Report) Check whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 __ APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classses of common equity, as of the latest practicable date. 9,812 Shares of Common Stock ---------------------------- POCONO HOTELS CORPORATION INDEX PAGE NO. Consolidated Condensed Balance Sheets 2 June 30, 1995 & December 31, 1994 Consolidated Condensed Statements of Loss 3 Six Months Ended June 30, 1995 & 1994 Consolidated Statement of Cash Flows 4 Six Months Ended June 30, 1995 & 1994 Notes to the Consolidated Condensed Financial Statements 5 Management's Discussion and Analysis of the Consolidated Condensed Statements of Loss 6 Final Exhibits and Reports 7 POCONO HOTELS CORPORATION CONSOLIDATED CONDENSED BALANCE SHEET UNAUDITED JUNE 30,1995 DEC. 31, 1994 ------------ ------------- CURRENT ASSETS CASH AND CASH EQUIVALENTS $ 350,137 $ 862,297 ACCOUNTS RECEIVABLE - NET 432,193 351,180 INVENTORIES 192,412 148,232 PREPAID EXPENSES 131,697 103,009 DEFERRED INCOME TAX BENEFIT 51,808 51,808 ----------- ------------ TOTAL CURRENT ASSETS 1,158,247 1,516,526 INVESTMENTS AT COST 42,851 42,851 PROPERTY, PLANT AND EQUIPMENT 14,529,280 14,299,210 LESS: ACCUMULATED DEPRECIATION 10,989,953 10,749,953 TOTAL PROPERTY, PLANT AND EQUIPMENT 3,539,327 3,549,257 CLUSTER HOMES AND LOTS HELD FOR SALE 506,263 365,307 TOTAL ASSETS $ 5,246,688 $5,473,941 ============ ============ LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $ 197,101 $ 294,358 ACCRUED EXPENSES 265,748 234,567 TAXES PAYABLE AND ACCRUED 189,331 96,261 ADVANCE DEPOSITS 377,219 203,498 NOTES PAYABLE 200,000 0 ----------- ------------ TOTAL CURRENT LIABILITIES 1,229,399 828,684 DEFERRED INCOME TAX LIABILITY 201,951 201,951 STOCKHOLDER'S EQUITY CAPITAL STOCK: PREFERRED STOCK - 7% CUMULATIVE - 942,300 942,300 $100 PAR VALUE; AUTHORIZED 12,000 SHARES ISSUED AND OUTSTANDING - 9,423 SHARES COMMON STOCK - NO PAR VALUE; 259,080 259,080 ----------- ------------ AUTHORIZED 16,000 SHARES, ISSUED 13,994 SHARES TOTAL CAPITAL STOCK 1,201,380 1,201,380 RETAINED EARNINGS 2,670,655 3,298,623 ----------- ------------ 3,872,035 4,500,003 LESS: TREASURY STOCK AT COST COMMON STOCK - 4,182 SHARES 56,697 56,697 ----------- ------------ TOTAL STOCKHOLDER'S EQUITY 3,815,338 4,443,306 TOTAL LIABILITIES & STOCKHOLDER'S EQUITY $5,246,688 $5,473,941 ============ ============ 2 POCONO HOTELS CORPORATION CONSOLIDATED CONDENSED STATEMENT OF INCOME SIX MONTHS ENDED JUNE 30, 1995 AND 1994 UNAUDITED THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1995 1994 1995 1994 REVENUES ROOMS $ 869,028 $ 939,377 $1,455,794 $1,505,117 FOOD & BEVERAGE 741,611 714,713 1,340,828 1,226,641 CLUSTER HOME SALES 5,000 324,335 8,234 346,335 GOLF & OTHER SPORTS 203,267 204,227 342,288 330,317 SUNDRY DEPARTMENTS 115,876 83,097 182,034 155,666 OTHER INCOME 44,900 70,553 161,758 135,218 ------------ ------------ ------------ ----------- TOTAL REVENUES 1,979,682 2,336,302 3,490,936 3,699,294 OPERATING COSTS & EXPENSES FOOD & BEVERAGE 670,088 624,191 1,204,768 1,101,664 HOTEL OPERATING 517,857 488,443 927,748 888,042 COST OF CLUSTER HOMES 2,212 235,297 4,015 252,628 ADMIN. & GENERAL 387,084 414,286 766,588 838,153 ADVERTISING & PROMOTION 164,347 174,432 302,412 279,570 HEAT, LIGHT, & POWER 70,286 84,136 168,078 192,233 REPAIRS & MAINTENANCE 167,424 142,387 384,724 320,213 & CARE OF GROUNDS REAL ESTATE , CAPITAL 57,495 51,253 117,153 101,951 STOCK & OTHER TAXES, & BUILDING INSURANCE INTEREST EXPENSE 3,418 9,186 3,418 11,648 DEPRECIATION 120,000 122,975 240,000 245,950 ------------ ------------ ------------ ----------- TOTAL EXPENSES 2,160,211 2,346,586 4,118,904 4,232,052 (LOSS) FROM OPERATIONS ( 180,529) ( 10,284) ( 627,968) ( 532,758) LESS: PROVISION FOR INCOME TAXES (Note 3) 0 14,643 0 28,143 NET INCOME (LOSS) (Note 2) ( 180,529) ( 24,927) ( 627,968) ( 560,901) DIVIDENDS ON PREFERRED 16,490 16,490 32,980 32,980 STOCK NET (LOSS) APPLICABLE TO ($ 197,019) ($ 41,417) ($ 660,948) ($ 593,881) ============= ============ ============ ============ COMMON STOCKHOLDER'S NET (LOSS) PER COMMON SHARE BASED ON 9,812 SHARES OUTSTANDING AFTER RECOGNITION OF STOCK DIVIDENDS ($20.08) ($ 4.22) ($67.36) ($60.53) (Note 4) ====== ====== ====== ====== 3 POCONO HOTELS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED PERIOD ENDED 6/30/95 6/30/94 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME (LOSS) ($627,968) ($560,901) ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES DEPRECIATION & AMORTIZATION 240,000 245,950 DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE ( 81,013) ( 483,088) DECREASE (INCREASE) IN INVENTORIES ( 44,180) ( 91,473) DECREASE (INCREASE) IN PREPAID EXPENSES ( 28,688) ( 24,135) DECREASE (INCREASE) IN CLUSTERED HOMES/LOTS ( 140,956) 55,736 INCREASE (DECREASE) IN ACCOUNTS PAYABLE ( 97,257) 3,308 INCREASE (DECREASE) IN ACCRUED EXPENSE 31,181 132,209 INCREASE (DECREASE) IN ACCRUED INCOME TAXES 0 27,000 INCREASE (DECREASE) IN OTHER ACCRUED TAXES 93,070 48,827 INCREASE (DECREASE) IN ADVANCE DEPOSITS 173,721 87,582 ---------- ---------- TOTAL ADJUSTMENTS 145,878 1,916 ---------- ---------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (482,090) (558,985) CASH FLOWS FROM INVESTING ACTIVITIES PURCHASES OF PROPERTY, PLANT & EQUIPMENT (230,070) (176,057) ---------- ---------- NET CASH (USED IN) INVESTING ACTIVITIES (230,070) (176,057) CASH FLOWS FROM FINANCING ACTIVITIES PROCEEDS FROM CONSTRUCTION LOAN 0 109,602 PAYMENTS TO CONSTRUCTION LOAN 0 (109,602) PROCEEDS FROM BANK NOTES PAYABLE 400,000 850,000 PAYMENTS ON BANK NOTES PAYABLE (200,000) (50,000) --------- -------- NET CASH FROM FINANCING ACTIVITIES 200,000 800,000 NET INCREASE (DECREASE) IN CASH (512,160) 64,958 CASH & CASH EQUIVALENTS @ BEGINNING OF YEAR 862,297 183,427 ---------- ---------- CASH & CASH EQUIVALENTS @ END OF YEAR $ 350,137 $ 248,385 =========== =========== 4 POCONO HOTELS CORPORATION NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS UNAUDITED 1. In the opinion of the company, the accompanying unaudited Consolidated Condensed Financial Statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1995 and 1994 and the results of operations for the three and six months then ended and changes in financial position for the six months then ended. 2. The results of operations for the three and six months ended June 30, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. 3. Although the company reported a loss for the six month peiod ended June 30, 1995, no provision is made for a recovery of income taxes by carrying back the loss for tax purposes. The Company expects to report a profit for the year ending December 31, 1995. 4. At June 30, 1995 the Company's arrearage in cumulative preferred stock dividends amounted to $233.00 per share and the total of all such shares outstanding at that date amounted to $2,195,559.00. 5. The Company, through a subsidiary, has issued irrevocable letters of credit in favor of Barrett Township, which obligates the Subsidiary to complete certain grading, road paving and installation of utilities at the sites. The letters of credit expire in November 1995 or when these improvements are completed and inspected by the Township. 5 POCONO HOTELS CORPORATION MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED CONDENSED STATEMENT OF INCOME General The Company derives substantially all of its revenues from the operation of a resort in Skytop, Pennsylvania, and the development and sale of clustered homes. Historically, the Company's revenues, and consequently, profits, have been received primarily in May through October of each year. Operations in November through April are usually at a loss. These seasonal fluctuations do not materially affect the Company's or its subsidiaries' capital expenditures, inventories, or terms on which business is conducted. Results of Operations Revenues for the second quarter of 1995 decreased by $356,630 or 15.3% as compared to the second quarter of 1994. Of this difference $319,335 resulted from the lack of any cluster home sales in the second quarter of 1995 as compared to the sale of one cluster home unit in 1994. Lodge revenues were down only $37,295 as compared to 1994 second quarter levels. This was the result of a decrease in rooms occupancy for the Lodge of 170 room nights, a change in occupancy percentage from 45.2% in the second quarter of 1994 to 44.1% in the second quarter of 1995. Operating costs and expenses decreased $186,375 for the second quarter of 1995 when compared with the same period a year ago. Once again however, the sale of a cluster home unit in 1994, and its associated cost of sales, created the variance. Cost of clustered homes decreased $233,085 in 1995, from $235,297 in the second quarter of 1994 to $2,212 in the second quarter of 1995. Lodge operating costs and expenses actually increased by $46,710 or 2.2%. Changes in Financial Position Liquidity and Capital Resources The Company's business is not capital intensive; however, Skytop Development has affected the cash flow situation. Because of the positive cash flow generated by Skytop Developement through the end of 1994, use of the Company's lines of credit is down some $600,000 compared to 1994. The balance owed on these credit lines at June 30,1995 is $200,000 compared to some $800,000 owed at June 30, 1994. The capital projects during the second quarter totalled $230,070 and consisted of paving, remodeling of the front office and some meeting rooms, upgrades to the guest rooms and hallways, new golf grounds equipment, and a new pickup truck. The Company has a lines of credit for the resort operation of $1,500,000 with an outstanding balance of $200,000 at the end of June 1995. Skytop Development Corporation has completed construction of twenty-eight of the planned thirty-two units of the clustered homes. Of these all twenty-eight have been sold. Construction of another two unit building began in May of 1995. 6 Item 9 Exhibits and Reports on Form 8-K (a) Exhibits: Computation of per share earnings THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1995 1994 1995 1994 Net Income (Loss) ($ 180,529) ( $ 24,927) ($ 627,968) ($ 560,901) LESS: Earnings applicable to cumulative 7% - $100 par value Preferred Stock 9,423 shares outstanding 16,490 16,490 32,980 32,980 Net Applicable to Common Stock ($ 197,019) ($ 41,417) ($ 660,948) ($ 593,881) Common Stock Number of shares issued 13,994 13,994 13,994 13,994 Less number of shares in treasury 4,182 4,182 4,182 4,182 Net Shares 9,812 9,812 9,812 9,812 Net (Loss) per Common Share ($ 20.08) ($ 4.22) ($ 67.36) ($ 60.53) (b) Reports on Form 8-K There were no reports on Form 8-K for the six months ended June 30, 1995. Signatures 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. ---------- --------------------------- Date Edward Mayotte, Vice President ---------- --------------------------- Date James T. Driggers, Treasurer 7