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 March 31, 1996 __ 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) Identification 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 March 31, 1996 & December 31, 1995 2 Consolidated Condensed Statements of Loss Three Months Ended March 31, 1996 & 1995 3 Consolidated Statement of Cash Flows Three Months Ended March 31, 1996 & 1995 4 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 MARCH 31, 1996 DEC. 31, 1995 -------------- ------------- CURRENT ASSETS CASH AND CASH EQUIVALENTS $ 199,053 $ 222,661 ACCOUNTS RECEIVABLE - NET 360,980 432,288 INVENTORIES 135,984 153,011 PREPAID EXPENSES 177,173 255,246 DEFERRED INCOME TAX BENEFIT 45,197 ----------- ----------- TOTAL CURRENT ASSETS 918,387 1,063,206 INVESTMENTS AT COST 42,851 42,851 PROPERTY, PLANT AND EQUIPMENT 15,140,654 14,889,831 LESS: ACCUMULATED DEPRECIATION 11,433,323 11,354,675 ----------- ----------- TOTAL PROPERTY, PLANT AND EQUIPMENT 3,707,331 3,535,156 CLUSTER HOMES AND LOTS HELD FOR SALE 830,922 830,064 TOTAL ASSETS 5,499,491 5,471,277 =========== =========== LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $ 354,441 $ 330,952 ACCRUED EXPENSES 247,000 224,300 TAXES PAYABLE AND ACCRUED 238,457 146,798 ADVANCE DEPOSITS 460,480 272,765 NOTES PAYABLE 0 0 ----------- ----------- TOTAL CURRENT LIABILITIES 1,300,378 974,815 DEFERRED INCOME TAX LIABILITY 124,332 134,313 STOCKHOLDER'S EQUITY CAPITAL STOCK: 942,300 942,300 PREFERRED STOCK - 7% CUMULATIVE - $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 2,930,098 3,217,466 ----------- ----------- 4,131,478 4,418,846 LESS: TREASURY STOCK AT COST COMMON STOCK - 4,182 SHARES 56,697 56,697 ----------- ----------- TOTAL STOCKHOLDER'S EQUITY 4,074,781 4,362,149 TOTAL LIABILITIES & STOCKHOLDER'S EQUITY 5,499,491 5,471,277 =========== =========== 2 POCONO HOTELS CORPORATION CONSOLIDATED CONDENSED STATEMENT OF INCOME SIX MONTHS ENDED MARCH 31, 1996 AND 1995 UNAUDITED THREE MONTHS ENDED MARCH 31 1996 1995 REVENUES ROOMS 763,7644 586,766 FOOD & BEVERAGE 835,818 599,217 CLUSTER HOME SALES 9,712 3,234 GOLF & OTHER SPORTS 137,786 139,021 SUNDRY DEPARTMENTS 108,858 66,158 OTHER INCOME 13,898 116,858 TOTAL REVENUES 1,858,837 1,511,254 OPERATING COSTS & EXPENSES FOOD & BEVERAGE 570,869 534,680 HOTEL OPERATING 481,119 409,891 COST OF CLUSTER HOMES 4,162 1,803 ADMIN. & GENERAL 421,118 379,504 ADVERTISING & PROMOTION 203,427 138,065 HEAT, LIGHT & POWER 112,571 97,792 REPAIRS & MAINTENANCE & GROUNDS CARE 178,078 217,300 REAL ESTATE, CAPITAL 75,780 59,658 STOCK & OTHER TAXES & BUILDING INSURANCE INTEREST EXPENSE DEPRECIATION 120,000 120,000 TOTAL EXPENSES 2,167,126 1,958,693 (LOSS) FROM OPERATIONS (308,289) (477,439) LESS: PROVISION FOR INCOME TAXES (Note 3) NET INCOME (LOSS) (Note 2) (308,289) (447,439) DIVIDENDS ON PREFERRED STOCK 16,490 16,490 NET (LOSS) APPLICABLE TO COMMON STOCKHOLDERS (324,779) (463,929) NET (LOSS) PER COMMON SHARE BASED ON 9,812 SHARES (33.10) (47.28) OUTSTANDING AFTER RECOGNITION OF STOCK DIVIDENDS (Note 4) 3 POCONO HOTELS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED PERIOD ENDED 3/31/96 3/31/95 CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME (LOSS) (308,289) (447,439) ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES DEPRECIATION & AMORTIZATION 120,000 120,000 DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE 71,308 149,999 DECREASE (INCREASE) IN INVENTORIES 17,207 (14,087) DECREASE (INCREASE) IN PREPAID EXPENSES 78,073 28,023 DECREASE (INCREASE) IN CLUSTERED HOMES/LOTS INCREASE (DECREASE) IN ACCOUNTS PAYABLE (858) (1,086) INCREASE (DECREASE) IN ACCRUED EXPENSE 46,189 (5,971) INCREASE (DECREASE) IN ACCRUED INCOME TAXES (35,216) INCREASE (DECREASE) IN OTHER ACCRUED TAXES 91,659 42,218 INCREASE (DECREASE) IN ADVANCE DEPOSITS 187,715 143,202 TOTAL ADJUSTMENTS 575,896 324,418 NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 267,608 (123,021) CASH FLOWS FROM INVESTING ACTIVITIES INCREASE IN INVESTMENTS (400,000) PURCHASES OF PROPERTY, PLANT & EQUIPMENT (291,215) (98,308) NET CASH (USED IN) INVESTING ACTIVITIES (291,215) (498,308) CASH FLOWS FROM FINANCING ACTIVITIES PROCEEDS FROM CONSTRUCTION LOAN PAYMENTS TO CONSTRUCTION LOAN PROCEEDS FROM BANK NOTES PAYABLE PAYMENTS ON BANK NOTES PAYABLE NET CASH FROM FINANCING ACTIVITIES NET INCREASE (DECREASE) IN CASH (23,607) (621,329) CASH & CASH EQUIVALENTS @ BEGINNING OF YEAR 221,661 862,297 CASH & CASH EQUIVALENTS @ END OF YEAR 199,054 240,968 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 March 31, 1996 and 1995 and the results of operations for the three and six months then ended and changes in financial position for the three months then ended. 2. The results of operations for the three months ended March 31, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. 3. At March 31, 1996 the Company's arrearage in cumulative preferred stock dividends amounted to $223.50 per share and the total of all such shares outstanding at the date amounted to $2,106,041. 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 1996 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 first quarter of 1996 increased by $347,583 or 23% as compared to the first quarter of 1995. Lodge revenues were up $340,810 as compared to 1995 first quarter levels. This was the result of an increase in rooms occupancy for the Lodge of 803 room nights, a change in occupancy percentage from 33.2% in the first quarter of 1995 to 38.1% in the first quarter of 1996. Operating costs and expenses increased $194,476 for the first quarter of 1996 when compared with the same period a year ago. This increase is attributable to the increased volume of business. Changes in Financial Position Liquidity and Capital Resources The capital projects during the third quarter totaled $291,215. The Company has a line of credit for the resort operation of $1,500,000 with an outstanding balance of $0 at the end of March 1996. Skytop Development Corporation has completed construction of thirty of the planned thirty-two units of the clustered homes. Of these, twenty-eight have been sold; two units are presently available for sale. 6 Item 9 Exhibits and Reports on Form 8-K (a) Exhibits: Computation of per share earnings THREE MONTHS ENDED MARCH 31 1996 1995 ---- ---- Net Income (Loss) ($308,289) ($447,439) LESS: Earnings applicable to cumulative 7% - $100 par value Preferred Stock 9,423 shares outstanding 16,490 16,490 Net Applicable to Common Stock ($324,779) ($463,929) Common Stock Number of shares issued 13,994 13,994 Less number of shares in treasury 4,182 4,182 Net Shares 9,812 9,812 Net (Loss) per Common Share ($ 33.10) ($ 47.28) (b) Reports on Form 8-K There were no reports on Form 8-K for the three months ended March 31, 1996. 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 Charles F. Hewson, Asst. Treasurer 7