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, 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 June 30, 1996 & December 31, 1995 2 Consolidated Condensed Statements of Loss 3 Six Months Ended June 30, 1996 & 1995 Consolidated Statement of Cash Flows 4 Six Months Ended June 30, 1996 & 1995 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, 1996 DEC. 31, 1995 ------------- ------------- CURRENT ASSETS CASH AND CASH EQUIVALENTS $ (106,433) $ 222,661 ACCOUNTS RECEIVABLE - NET 805,906 432,288 INVENTORIES 157,746 153,011 PREPAID EXPENSES 159,211 255,246 DEFERRED INCOME TAX BENEFIT 0 ------------ ------------ TOTAL CURRENT ASSETS 1,016,430 1,063,206 INVESTMENTS AT COST 42,851 42,851 PROPERTY, PLANT AND EQUIPMENT 15,577,650 14,889,831 LESS: ACCUMULATED DEPRECIATION 11,553,323 11,354,675 ------------ ------------ TOTAL PROPERTY, PLANT AND EQUIPMENT 4,024,327 3,535,156 CLUSTER HOMES AND LOTS HELD FOR SALE 831,169 830,064 TOTAL ASSETS 5,914,779 5,471,277 ============ ============ LIABILITIES & STOCKHOLDER'S EQUITY CURRENT LIABILITIES ACCOUNTS PAYABLE $ 492,768 $ 330,952 ACCRUED EXPENSES 287,902 224,300 TAXES PAYABLE AND ACCRUED 173,465 146,798 ADVANCE DEPOSITS 516,512 272,765 NOTES PAYABLE 100,000 0 ------------ ------------ TOTAL CURRENT LIABILITIES 1,570,647 974,815 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 3,075,117 3,217,466 ------------ ------------ 4,276,497 4,418,846 LESS: TREASURY STOCK AT COST COMMON STOCK - 4,182 SHARES 56,697 56,697 ------------ ------------ TOTAL STOCKHOLDER'S EQUITY 4,219,800 4,362,149 TOTAL LIABILITIES & STOCKHOLDER'S EQUITY 5,914,779 5,471,277 ============ ============ 2 POCONO HOTELS CORPORATION CONSOLIDATED CONDENSED STATEMENT OF INCOME SIX MONTHS ENDED JUNE 30, 1996 AND 1995 UNAUDITED THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30 JUNE 30 1996 1995 1996 1995 ---- ---- ---- ---- REVENUES ROOMS $1,117,464 $869,028 $1,881,228 $1,455,794 FOOD & BEVERAGE 741,611 1,622,834 1,340,828 898,016 CLUSTER HOME SALES 17,729 8,234 8,017 5,000 GOLF & OTHER SPORTS 203,267 358,054 342,288 220,268 SUNDRY DEPARTMENTS 115,876 224,155 182,034 115,297 OTHER INCOME 44,900 221,427 161,758 107,529 TOTAL REVENUES 2,466,591 1,979,682 4,325,427 3,490,936 OPERATING COSTS & EXPENSES FOOD & BEVERAGE 670,088 1,232,350 1,204,768 661,481 HOTEL OPERATING 517,857 900,748 927,748 419,629 COST OF CLUSTER HOMES 15,268 4,015 11,106 2,212 ADMIN. & GENERAL 542,805 387,084 963,923 766,588 ADVERTISING & PROMOTION 164,347 454,443 302,412 251,016 HEAT, LIGHT & POWER 70,286 188,295 168,078 75,724 REPAIRS & MAINTENANCE & GROUNDS CARE 167,424 357,922 384,724 179,844 REAL ESTATE, CAPITAL 57,495 113,433 117,153 37,653 STOCK & OTHER TAXES & BUILDING INSURANCE INTEREST EXPENSE 1,396 3,418 1,396 3,418 DEPRECIATION 120,000 240,000 240,000 120,000 TOTAL EXPENSES 2,300,655 2,160,211 4,467,779 4,118,904 (LOSS) FROM OPERATIONS (180,529) (142,351) (627,968) 165,937 LESS: PROVISION FOR INCOME TAXES (Note 3) NET INCOME (LOSS) (Note 2) (180,529) (142,351) (627,968) 165,937 DIVIDENDS ON PREFERRED STOCK 16,490 32,980 32,980 16,490 NET INCOME TO COMMON STOCKHOLDERS (197,019) (175,331) (660,948) 149,447 NET (LOSS) PER COMMON SHARE BASED 15.23 (20.08) (17.87) (67.36) ON 9,812 SHARES OUTSTANDING AFTER RECOGNITION OF STOCK DIVIDENDS (Note 4) 3 POCONO HOTELS CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS UNAUDITED PERIOD ENDED 6/30/96 6/30/95 ------- ------- CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME (LOSS) $(142,351) $(627,968) ADJUSTMENTS TO RECONCILE NET INCOME TO CASH PROVIDED BY OPERATING ACTIVITIES DEPRECIATION & AMORTIZATION 240,000 240,000 DECREASE (INCREASE) IN ACCOUNTS RECEIVABLE (373,618) (81,013) DECREASE (INCREASE) IN INVENTORIES (4,735) (44,180) DECREASE (INCREASE) IN PREPAID EXPENSES 96,035 (26,688) DECREASE (INCREASE) IN CLUSTERED HOMES/LOTS (1,105) (140,956) INCREASE (DECREASE) IN ACCOUNTS PAYABLE 161,816 (97,257) INCREASE (DECREASE) IN ACCRUED EXPENSE 63,602 31,181 INCREASE (DECREASE) IN OTHER ACCRUED TAXES 26,667 93,070 INCREASE (DECREASE) IN ADVANCE DEPOSITS 243,747 173,721 TOTAL ADJUSTMENTS 452,409 145,878 NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES 310,058 (482,090) CASH FLOWS FROM INVESTING ACTIVITIES INCREASE IN INVESTMENTS PURCHASES OF PROPERTY, PLANT & EQUIPMENT (738,153) (230,070) NET CASH (USED IN) INVESTING ACTIVITIES (738,153) (230,070) CASH FLOWS FROM FINANCING ACTIVITIES PROCEEDS FROM CONSTRUCTION LOAN PAYMENTS TO CONSTRUCTION LOAN PROCEEDS FROM BANK NOTES PAYABLE 175,000 400,000 PAYMENTS ON BANK NOTES PAYABLE (75,000) (200,000) NET CASH FROM FINANCING ACTIVITIES 100,000 200,000 NET INCREASE (DECREASE) IN CASH (328,095) (512,160) CASH & CASH EQUIVALENTS @ BEGINNING OF YEAR 221,661 862,297 CASH & CASH EQUIVALENTS @ END OF YEAR (106,433) 350,137 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, 1996 and 1995 and the results of operations and changes in financial position for the six months then ended. 2. The results of operations for the six months ended June 30, 1996 and 1995 are not necessarily indicative of the results to be expected for the full year. 3. At June 30, 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 second quarter of 1996 increased by $486,909 or 25% as compared to the second quarter of 1995. This was the result of an increase in rooms occupancy for the Lodge of 594 room nights, a change in occupancy percentage from 44% in the second quarter of 1995 to 48% in the second quarter of 1996. Operating costs and expenses increased $140,444 for the second 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 project spending during the second quarter totaled $446,938. The Company has a line of credit for the resort operation of $2,500,000 with an outstanding balance of $100,000 at the end of June 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 SIX MONTHS ENDED JUNE 30 ENDED JUNE 30 1996 1995 1996 1995 Net Income (Loss) $165,937 $(180,529) $(142,351) $(627,968) LESS: Earnings applicable to cumulative 16,490 16,490 32,980 32,980 7% - $100 par value Preferred Stock 9,423 shares outstanding Net Applicable to Common Stock 149,447 (197,019) (175,331) (660,948) 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 15.23 (20.08) (17.87) (67.36) (b) Reports on Form 8-K There were no reports on Form 8-K for the six months ended June 30, 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