1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION 450 Fifth Street Washington, D.C. 20549 FORM 10-QSB ----------- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended SEPTEMBER 30, 1995 ------------------ Commission File NO. 0-3858 ---------- INTERNATIONAL LEISURE HOSTS, LTD. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Wyoming 86-0224163 - --------------------------------- --------------------------------- (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 2525 E. Camelback, # 275, Phoenix, AZ 85016 - --------------------------------- --------------------------------- (Address of principal executive (Zip Code) office) Issuer's telephone number, including area code (602) 955-6100 -------------- Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the 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 ----- ----- State the number of shares outstanding of each of the issuer's classes of common stock as of the close of the latest practicable date. There were 697,823 shares of $.01 par value common stock outstanding as of November 10, 1995. 2 PART I - FINANCIAL INFORMATION PART I ITEM 1. Summarized Financial Information INTERNATIONAL LEISURE HOSTS, LTD. CONSOLIDATED BALANCE SHEETS September March 30, 1995 31, 1995 ----------- ------------ ASSETS CURRENT ASSETS: Cash and cash equivalents $ 681,699 $ 573,279 Marketable investment securities 300,000 Accounts receivable 10,285 10,855 Merchandise inventories 162,424 114,515 Prepaid income taxes 65,850 15,147 Prepaid expenses and other 12,842 6,338 ----------- ----------- Total current assets 933,100 1,020,134 ----------- ----------- CASH SEGREGATED FOR CONSTRUCTION OF REPLACEMENT PROPERTY 116,758 PROPERTY AND EQUIPMENT Buildings, equipment and improvements 6,178,455 2,807,179 Construction in process 104,819 2,841,521 Less accumulated depreciation and amortization (2,438,487) (2,357,201) ----------- ----------- Property and equipment - net 3,844,787 3,291,499 DEPOSITS 2,478 2,478 ----------- ----------- 4,780,365 4,430,869 =========== =========== LIABILITIES & SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 204,301 $ 476,423 Accrued liabilities 285,359 63,005 Advanced deposits 80,371 106,520 ----------- ----------- Total current liabilities 570,031 645,948 DEFERRED INCOME TAXES 180,852 180,852 ----------- ----------- Total liabilities 750,883 826,800 ----------- ----------- COMMITMENTS AND CONTINGENCIES (Note 3) SHAREHOLDERS' EQUITY: Preferred stock, $5 par value - authorized 100,000 shares; issued, none Common stock, $.01 par value - authorized 2,000,000 shares; issued, 718,373 shares 7,184 7,184 Additional paid-in capital 656,426 656,426 Retained earnings 3,427,800 2,999,687 Common stock in treasury, at cost - 20,550 and 19,875 shares (61,928) (59,228) ----------- ----------- Total shareholders' equity 4,029,482 3,604,069 ----------- ----------- 4,780,365 4,430,869 =========== =========== See notes to consolidated financial statements. 2 3 INTERNATIONAL LEISURE HOSTS, LTD. CONSOLIDATED STATEMENTS OF INCOME For the six months ended For the three months ended September 30, September 30, -------------------------- -------------------------- 1995 1994 1995 1994 ---------- ---------- ----------- ----------- REVENUES: Room, cabin & trailer space rentals $1,361,969 $1,060,431 $1,088,720 $ 789,140 Sales of merchandise 1,334,881 1,356,906 1,037,544 1,012,347 Interest 12,779 45,336 5,145 23,681 Other income 118,055 5,721 91,323 1,919 ---------- ---------- ---------- ---------- Total revenues 2,827,684 2,468,394 2,222,732 1,827,087 ---------- ---------- ---------- ---------- COSTS & EXPENSES: Operating 1,072,437 716,736 698,104 418,326 Cost of merchandise 726,926 796,871 542,494 599,255 General & administrative 294,422 220,316 187,663 112,657 Depreciation & amortization 81,286 37,950 51,825 18,645 ---------- ---------- ---------- ---------- Total costs and expenses 2,175,071 1,771,873 1,480,086 1,148,883 ---------- ---------- ---------- ---------- Income before income tax 652,613 696,521 742,646 678,204 Provision for income tax 224,500 234,500 256,000 230,000 ---------- ---------- ---------- ---------- NET INCOME $ 428,113 $ 462,021 $ 486,646 $ 448,204 ========== ========== ========== ========== NET INCOME PER COMMON SHARE $ 0.61 $ 0.66 $ 0.70 $ 0.64 ========== ========== ========== ========== See notes to consolidated financial statements. 3 4 INTERNATIONAL LEISURE HOSTS, LTD. CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1995 Common Stock Additional ------------------- Paid-In Retained Treasury Shares Amount Capital Earnings Stock ------ ------ ---------- -------- -------- Balance, March 31, 1995 718,373 $7,184 $656,426 $2,999,687 $(59,228) Purchases of common stock (2,700) Net income 428,113 Balance, September 30, 1995 ------- ------ -------- ---------- -------- 718,373 $7,184 $656,426 $3,427,800 $(61,928) ======= ====== ======== ========== ======== See notes to consolidated financial statements. 4 5 INTERNATIONAL LEISURE HOSTS, LTD. CONSOLIDATED STATEMENTS OF CASH FLOWS Six months ended September 30, ------------------------------ 1995 1994 ------------ ------------- OPERATING ACTIVITIES: Net Income $ 428,113 $ 462,021 Adjustment to reconcile net income to net cash provided by operations: Depreciation and amortization 81,286 37,950 Changes in assets and liabilities: Accounts receivable 570 50,904 Merchandise inventories (47,909) (933) Prepaid expenses and other (6,504) (20,411) Accounts payable (272,122) 481,869 Accrued liabilities 222,354 1,192 Advance deposits (26,149) Income taxes (50,703) 62,840 ----------- ----------- Net cash provided by operating activities 328,936 1,075,432 ----------- ----------- INVESTING ACTIVITIES: Increase in property and equipment (3,371,276) (12,258) Decrease (increase) in construction in process 2,736,702 (1,593,703) Purchase of marketable investment securities (398,044) Sale of marketable investment securities 300,000 1,202,048 Use of cash segregated for construction of replacement property 116,758 554,444 ----------- ----------- Net cash provided by (used in) investing activities (217,816) (247,513) ----------- ----------- FINANCING ACTIVITIES: Common stock purchased for treasury (2,700) ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 108,420 827,919 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 573,279 95,505 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 681,699 $ 923,424 =========== =========== See notes to consolidated financial statements. 5 6 INTERNATIONAL LEISURE HOSTS, LTD. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Six Month Periods Ending September 30, 1995 and 1994 The accompanying unaudited condensed and consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments and reclassifications considered necessary for a fair and comparable presentation have been included and are of a normal recurring nature. Operating results for the six months ended September 30, 1995 are not necessarily indicative of the results that may be expected for the year ending March 31, 1996. The enclosed financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-KSB for the year ended March 31, 1995. 1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation - The consolidated financial statements include the accounts of International Leisure Hosts, Ltd., and Lewis & Clark Lodge, its wholly-owned subsidiary (collectively, the "Company"). All intercompany transactions and accounts have been eliminated in consolidation. Marketable investment securities are carried at cost, which approximates fair value. The fair values are estimated based on quoted market prices. Marketable securities are managed as part of the Company's cash management program. The Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities, which the Company adopted in fiscal year 1995. SFAS No. 115 requires the classification of securities of acquisition into one of three categories: available for sale, held to maturity or trading. The Company has classified its securities as available for sale. Merchandise inventories are stated at the lower of aggregate cost (first-in, first-out basis) or market. Property and equipment are stated at cost. Depreciation is computed primarily by the straight-line method over the estimated useful lives of such assets. Amortization, by the straight-line method, of improvements to leased property is based on the shorter of the term of the applicable lease or the estimated useful lives of such assets. Income taxes were provided for under provisions of the Statement of Financial Accounting Standards ("SFAS") No. 109. Net income per common share is computed by dividing net income by the weighted average number of common shares outstanding. The weighted average number of common shares outstanding was 698,318 and 698,498 for the six months ended September 30, 1995 and 1994 and 698,136 and 698,498 shares for the three months ended September 30, 1995 and 1994. Business Segments - The Company considers its operations to be in one business segment, the ownership and operation of Flagg Ranch, a full-service resort motel and trailer park located in the John D. Rockefeller Jr. Memorial Parkway, approximately four miles north 6 7 of Grand Teton National Park and two miles south of the southern entrance to Yellowstone National Park. Statements of Cash Flows - For purposes of the consolidated statements of cash flows, cash and cash equivalents represent cash in banks, money market funds, and certificates of deposit with initial maturities of three months or less. 2. MARKETABLE INVESTMENT SECURITIES Marketable investment securities consist of the following: September 30, 1995 March 31,1995 ------------------ ------------- Cost Market Cost Market Available for sale: Variable rate municipal bonds $ 0 $ 0 $300,000 $300,000 3. COMMITMENTS AND CONTINGENCIES The Company receives its operating authorization from the National Park Service ("NPS"). The NPS Contract (the "Contract") which became effective on January 1, 1990, will expire on December 31, 2009. Under the terms of the Contract, prior to December 31, 1999, the Company is required to move its existing 54-unit riverside motel from its current location to the high ground above the river, to provide for new employee housing and make certain other improvements. The cost of making these improvements is estimated to be between $1,700,000 and $2,000,000. The fee expense under the Contract is calculated at 2% of gross receipts (as defined), subject to review and possible adjustment every five years. The first review period was scheduled for December 31, 1994; however, as of November 10, 1995, the NPS has not completed its review. Any changes to the fee will be retroactive to January 1, 1995. For the six months ended September 30, 1995 and 1994, this fee amounted to $52,000 and $46,000, respectively. 4. TRANSACTIONS WITH AFFILIATED COMPANIES AND RELATED PARTIES Included in general and administrative expenses for the six months ended September 30, 1995 and 1994, are management fees and administrative expenses of approximately $230,000 and $156,000, respectively, paid to affiliated companies owned by Anthony J. Nicoli and/or family members. 5. BANK CREDIT FACILITY During fiscal 1995, the Company established a credit facility with a bank. The credit facility provides for maximum borrowings of $500,000. The draw period under the facility runs until September 30, 1996, and as of September 30, 1995, there were no outstanding borrowings. Interest is payable monthly on the outstanding principal balance at a rate equal to prime plus .50% (9.25% at November 10, 1995). Commencing October 30, 1996, the principal shall be repaid in 36 equal monthly principal payments with a maturity date of September 30, 1999. The credit facility is collateralized by all accounts, an assignment of the Contract and all improvements the Company has made to the Flagg Ranch property. 7 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The principal business of the Company is the ownership and operation of Flagg Ranch Village ("Flagg Ranch"), a full-service resort motel and trailer park located in the John D. Rockefeller Jr. Memorial Parkway approximately four miles north of Grand Teton National Park and two miles south of the southern entrance of Yellowstone National Park. Flagg Ranch undertook a major redevelopment plan during fiscal year ended March 31, 1995 which included construction of a new main lodge building, plus 50 new cabin units. The grand opening of the new lodge and cabins was held June 17, 1995. The lodge, which replaces existing facilities, includes a restaurant, lounge, gift shop, grocery store, front desk and gasoline station. The 50 new cabin units replaced 42 rustic cabin units which will be removed from the property. The Company had net income for the six months ended September 30, 1995 of $428,000 ($.61 per share). This compares to net income of $462,000 ($.66 per share) for the six months ended September 30, 1994. The $34,000 decline in income was due primarily to increased costs associated with opening and operating the new facilities at Flagg Ranch. Changes to the Company's revenues and expenses for the six months ended September 30, 1995 and September 30, 1994 are summarized below. All references to years represent six month periods ending September 30 of stated year. Flagg Ranch, the principal business of the Company, is operated as a seasonal resort. The two seasons coincide with the opening and closing dates of Yellowstone and Grand Teton National Parks. The summer season runs from approximately May 15 through October 15 and the winter season runs from late December through mid-March. Revenues Total revenues for 1995 increased by $359,000 or 15% from 1994. There were increases in motel and cabin revenues of $268,000, RV park rentals of $29,000, restaurant revenues of $96,000, gift shop sales of $29,000, grocery store sales of $27,000, float trip revenues of $63,000 and horse rentals of $48,000. A decrease of $163,000 in gasoline station revenues and $33,000 in interest income, offset the increases in revenues. The 50 new cabin units are superior in quality to the 42 rustic cabin units which were replaced, resulting in an average daily rate for cabins of $105 in 1995 compared to $68 in 1994. The average daily rate for the motel units was $88 in 1995 compared to $81 in 1994. Total motel and cabin rental days increased from 11,096 in 1994 to 11,631 in 1995. Increases in restaurant, gift shop and grocery store revenues are due to the new lodge facility. Water conditions on the Snake River were outstanding in 1995 resulting in the increased float trip revenues. In 1994 there was no horse rental operation. The gasoline station was removed from its prime location next to the main highway and has been replaced by a new gasoline station located approximately 1,000 feet from the main highway. As a result, gasoline sales are down compared to 1994. Interest income declined in 1995 due to expenditure of cash funds for the redevelopment of Flagg Ranch. Costs and Expenses The ratio of cost of merchandise sold to sales of merchandise decreased from 59% in 1994 to 54% in 1995. The primary cause of this decrease was a fundamental change in the relative makeup of retail sales resulting from the significant decline in gasoline sales 8 9 volume. In 1994 gasoline sales represented 35% of total merchandise sold compared to only 22% in 1995. Gasoline, which historically has by far the highest cost of sales ratio for all merchandise sold at Flagg Ranch, had a cost of sales ratio of 74% in 1995. Operating expenses increased by $356,000 in 1995. The expanded float trip and horse rental operations accounted for $90,000 of the increase. The remainder related to the new facilities in 1995 consisting of increases in labor of $112,000, supplies of $54,000, insurance of $28,000, utilities of $21,000, repairs of $14,000 and other costs of $37,000. General and administrative expenses increased by $74,000 in 1995. The ratio of general and administrative expenses to total revenues increased to 10% in 1995 compared to 9% in 1994. The increases related to the construction of the new facilities. Depreciation increased by $43,000 in 1995 due to completion of the new lodge and cabins. Liquidity and Capital Resources Working capital at September 30, 1995 is $363,000 compared to $374,000 at March 31, 1995. The Company plans to incur costs of $200,000 to $250,000 in the remaining quarters of fiscal 1996 to complete certain improvements required under the NPS Contract. The Company also began construction of an additional 42 cabin units during the second quarter of fiscal 1996 which are scheduled to be completed in fiscal 1997. The total cost of these additional units is estimated between $1,300,000 and $1,400,000. The estimated total costs to be incurred for the entire construction planned for the remainder of fiscal year 1996 through fiscal 2000 is between $3,000,000 and $3,400,000. The Company intends to fund these improvements through existing cash funds and cash generated from operations, plus a $500,000 bank credit facility which can be drawn on through September 30, 1996. Cash generated from operations was $1,001,000, $576,000 and $658,000 in fiscal years 1995, 1994 and 1993, respectively. Cash generated from operations for the six months ended September 30, 1995 and 1994 was $329,000 and $1,075,000, respectively. The construction funds will have to be obtained from outside sources to the extent they exceed cash generated from operations and the $500,000 bank credit facility. 9 10 PART II - OTHER INFORMATION ITEM 1. Legal Proceedings None ITEM 2. Changes in Securities None. ITEM 3. Defaults upon Senior Securities None. ITEM 4. Submission of Matters to a Vote of Securities Holders None ITEM 5. Other Materially Important events None ITEM 6. Exhibits and Reports on Form 8-K Exhibit 1. Standard Form Of Agreement Between Owner and Contractor for forty two lodging units. 10 11 In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed by the undersigned, thereunto duly authorized. INTERNATIONAL LEISURE HOSTS, LTD. (REGISTRANT) DATE: 11/13/95 BY: /s/ John L. Bradley ---------------------------- ---------------------------------- John L. Bradley President DATE: 11/13/95 BY: /s/ Mark G. Sauder ---------------------------- ---------------------------------- Mark G. Sauder, Chief Financial Officer DATE: 11/13/95 By: /s/ Daniel J. Ryan ---------------------------- ---------------------------------- Daniel J. Ryan Chief Accountant 11