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 September 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 classes 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 September 30, 1995 & December 31, 1994 Consolidated Condensed Statements of Loss 3 Nine Months Ended September 30, 1995 & 1994 Consolidated Statement of Cash Flows 4 Nine Months Ended September 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 SEPT 30, 1995 DEC. 31, 1994 ------------- ------------- CURRENT ASSETS CASH AND CASH EQUIVALENTS $296,603 $862,297 ACCOUNTS RECEIVABLE - NET 778,461 351,180 INVENTORIES 196,125 148,232 PREPAID EXPENSES 215,608 103,009 DEFERRED INCOME TAX BENEFIT 51,808 51,808 ---------- ---------- TOTAL CURRENT ASSETS 1,538,605 1,516,526 INVESTMENTS AT COST 42,851 42,851 PROPERTY, PLANT AND EQUIPMENT 14,748,427 14,299,210 LESS: ACCUMULATED DEPRECIATION 11,109,952 10,749,953 ---------- ---------- TOTAL PROPERTY, PLANT AND EQUIPMENT 3,638,475 3,549,257 CLUSTER HOMES AND LOTS HELD FOR SALE 725,818 365,307 TOTAL ASSETS 5,945,749 5,473,941 ========== ========== LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE 219,738 294,358 ACCRUED EXPENSES 194,699 234,567 TAXES PAYABLE AND ACCRUED 112,330 96,261 ADVANCE DEPOSITS 304,036 302,498 NOTES PAYABLE 0 0 ---------- ---------- TOTAL CURRENT LIABILITIES 830,803 828,684 DEFERRED INCOME TAX LIABILITY 201,951 201,951 STOCKHOLDER'S EQUITY CAPITAL STOCK: PREFERRED STOCK -- 7% CUMULATIVE -- $100 PAR VALUE; AUTHORIZED 12,000 SHARES ISSUED AND OUTSTANDING -- 9,423 SHARES 942,300 942,300 COMMON STOCK - NO PAR VALUE; AUTHORIZED 16,000 SHARES, ISSUED 13,994 SHARES 259,080 259,080 ---------- ---------- TOTAL CAPITAL STOCK 1,201,380 1,201,380 RETAINED EARNINGS 3,768,311 3,298,623 --------- --------- LESS: TREASURY STOCK AT COST 4,969,691 4,500,003 COMMON STOCK -- 4,182 SHARES 56,697 56,697 TOTAL STOCKHOLDER'S EQUITY 4,912,994 4,443,306 TOTAL LIABILITIES & STOCKHOLDER'S EQUITY 5,945,749 5,473,941 ========== ========== 2 POCONO HOTELS CORPORATION CONSOLIDATED CONDENSED STATEMENT OF INCOME NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994 UNAUDITED THREE MONTHS ENDED NINE MONTHS ENDED SEPT 30 SEPT 30 1995 1994 1995 1994 ---- ---- ---- ---- REVENUES ROOMS $1,696,169 $1,462,345 $3,151,963 $2,967,462 FOOD & BEVERAGE 1,385,861 1,109,584 2,726,689 2,336,225 CLUSTER HOME SALES 10,000 590 18,234 346,925 GOLF & OTHER SPORTS 391,808 368,295 734,096 698,612 SUNDRY DEPARTMENTS 161,175 99,313 343,209 254,979 OTHER INCOME 201,728 141,048 363,486 276,266 -------- -------- -------- ------- TOTAL REVENUES 3,846,741 3,181,175 7,337,677 6,880,469 OPERATING COSTS & EXPENSES FOOD & BEVERAGE 965,680 782,156 2,170,448 1,883,820 HOTEL OPERATING 748,049 581,512 1,675,797 1,469,554 COST OF CLUSTER HOMES 9,551 2,704 13,566 255,332 ADMIN. & GENERAL 407,036 376,083 1,173,624 1,214,236 ADVERTISING & PROMOTION 179,620 133,723 482,032 413,293 HEAT, LIGHT & POWER 81,149 82,766 249,227 274,999 REPAIRS & MAINTENANCE 170,219 265,333 554,943 585,546 & GROUNDS CARE REAL ESTATE, CAPITAL 64,099 52,998 181,252 154,949 STOCK & OTHER TAXES & BUILDING INSURANCE INTEREST EXPENSE 3,682 8,938 7,100 20,586 DEPRECIATION 120,000 122,975 360,000 368,925 -------- -------- -------- ------- TOTAL EXPENSES 2,749,085 2,409,188 6,867,989 6,641,240 INCOME FROM OPERATIONS 1,097,656 771,987 469,688 239,229 LESS: PROVISION FOR -- 11,194 -- 39,337 INCOME TAXES (Note 3) NET INCOME (LOSS) (Note 2) 1,097,656 760,793 469,688 199,892 DIVIDENDS ON PREFERRED STOCK 16,490 16,490 49,470 49,470 NET (INCOME) APPLICABLE TO $1,081,166 $ 744,303 $ 420,218 $ 150,422 COMMON STOCKHOLDERS ======== ======== ======== ======== NET (INCOME) PER COMMON SHARE BASED ON 9,812 SHARES OUTSTANDING AFTER RECOGNITION OF STOCK DIVIDENDS (Note 4) $110.19 $75.86 $42.83 $15.33 ======= ====== ====== ====== 3 POCONO HOTELS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED PERIOD ENDED 9/30/95 9/30/94 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME (LOSS) $ 469,688 $ 199,892 ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROIDED BY OPERATING ACTIVITIES DEPRECIATION & AMORTIZATION 359,999 368,925 DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE (427,281) (298,784) DECREASE (INCREASE) IN INVENTORIES 47,893) (84,392) DECREASE (INCREASE) IN PREPAID EXPENSES (112,599) (95,488) DECREASE (INCREASE) IN CLUSTERED HOMES/LOTS (360,511) (206,808) INCREASE (DECREASE) IN ACCOUNTS PAYABLE (74,620) (154,427) INCREASE (DECREASE) IN ACCRUED EXPENSE (39,868) 64,016 INCREASE (DECREASE) IN ACCRUED INCOME TAXES -- 40,500 INCREASE (DECREASE) IN OTHER ACCRUED TAXES 16,069 (21,477) INCREASE (DECREASE) IN ADVANCE DEPOSITS 100,538 39,431 --------- -------- TOTAL ADJUSTMENTS (586,165) (348,504) --------- -------- NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES (116,477) (148,612) CASH FLOWS FROM INVESTING ACTIVITIES PURCHASES OF PROPERTY, PLANT & EQUIPMENT (449,217) (163,435) --------- -------- NET CASH (USED IN) INVESTING ACTIVITIES (449,217) (163,435) CASH FLOW FROM FINANCING ACTIVITIES PROCEEDS FROM CONSTRUCTION LOAN -- 295,418 PAYMENTS TO CONSTRUCTION LOAN -- (163,176) PROCEEDS FROM BANK NOTES PAYABLE 600,000 850,000 PAYMENTS ON BANK NOTES PAYABLE (600,000) (850,000) --------- -------- NET CASH FROM FINANCING ACTIVITIES 0 132,242 NET INCREASE (DECREASE) IN CASH (565,693) (179,805) CASH & CASH EQUIVALENTS @ BEGINNING OF YEAR 862,297 183,427 --------- -------- CASH & CASH EQUIVALENTS @ END OF YEAR $296,604 $ 3,622 ======== ======== 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 September 30, 1995 and 1994 and the results of operations for the three and nine months then ended and changes in financial position for the nine months then ended. 2. The results of operations for the three and nine months ended September 30, 1995 and 1994 are not necessarily indicative of the results to be expected for the full year. 3. At September 30, 1995 the Company's arrearage in cumulative preferred stock dividends amounted to $234.75 per share and the total of all such shares outstanding at that date amounted to $2,212,049. 4. 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 third quarter of 1995 increased by $665,566 or 20.9% as compared to the third quarter of 1994. Of this difference $9,410 resulted from the sale of improvements to the cluster home in the third quarter of 1995 as compared to only $590 in these sales in 1994. Lodge revenues were up $656,156 as compared to 1994 third quarter levels. This was the result of an increase in rooms occupancy for the Lodge of 1260 room nights, a change in occupancy percentage from 66.4% in the third quarter of 1994 to 74.7% in the third quarter of 1995. Operating costs and expenses increased $339,897 for the third quarter of 1995 when compared with the same period a year ago. This increase is attributable to the increased volume of business, as a percentage of sales, expenses decreased from 75.7% in the third quarter of 1994 to 71.5% in the third quarter of 1995. Changes in Financial Position Liquidity and Capital Resources The capital projects during the third quarter totalled $219,147. The Company has lines of credit for the resort operation of $1,500,000 with an outstanding balance of $0 at the end of September 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 NINE MONTHS ENDED SEPT 30 SEPT 30 1995 1994 1995 1994 ---- ---- ---- ---- Net Income (Loss) $ 1,097,656 $ 760,793 $469,688 $ 199,892 LESS: Earnings applicable to cumulative 7% - $100 par value Preferred Stock 9,423 shares outstanding 16,490 16,490 49,470 49,470 Net Applicable to Common Stock $1,081,166 $ 744,303 $ 420,218 $ 150,422 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 $ 110.19 $ 75.86 $ 42.83 $15.33 (b) Reports on Form 8-K There were no reports on Form 8-K for the six months ended September 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. __11/9/95__ __/s/ EDWARD MAYOTTE____________ Date Edward Mayotte, Vice President __11/8/95__ __/s/ CHARLES F. HEWSON___________ Date Charles F. Hewson, Asst. Treasurer 7