-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MxQBSN7gUWKDBTj3a0tCDhRn/V8Ohrv2Ccrwmz2tJs4EZhcAd4yjfF2k3S/8dJcS YixRE9kJ8TvbYiHiEyMxgQ== 0000012779-97-000024.txt : 19970820 0000012779-97-000024.hdr.sgml : 19970820 ACCESSION NUMBER: 0000012779-97-000024 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970819 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 240854342 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02844 FILM NUMBER: 97666593 BUSINESS ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 BUSINESS PHONE: 7174438433 MAIL ADDRESS: STREET 1: PO BOX 707 CITY: BLAKESLEE STATE: PA ZIP: 18610 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1997 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from.......... to.......... Blue Ridge 0-28-44 Commission File No.: Big Boulder 0-28-43 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION State or other jurisdiction of incorporation or organization: Pennsylvania 24-0854342 (Blue Ridge) I.R.S. Employer Identification Number: 24-0822326 (Big Boulder) Address of principal executive office: Blakeslee,Pennsylvania Zip Code: 18610 Registrant's telephone number, including area code: (717)-443-8433 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such 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__________ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period of this report: Class Outstanding at June 30, 1997 Common Stock, without par value, 1,992,014 stated value $.30 per combined share* *Under a Security Combination Agreement between Blue Ridge Real Estate Company ("Blue Ridge") and Big Boulder Corporation ("Big Boulder") (referred to as the "Corporations") and under the by-laws of the Corporations, shares of the Corporations are combined in unit certificates, each certificate representing the same number of shares of each of the Corporations. Shares of each Corporation may be transferred only together with an equal number of shares of the other Corporation. For this reason, a combined Blue Ridge/Big Boulder Form 10-Q is being filed. Except as otherwise indicated, all information applies to both Corporations. INDEX Page No. PART I - FINANCIAL INFORMATION Item 1-Financial Statements Combined Condensed Balance Sheets June 30, 1997 and March 31, 1997 1 & 2 Combined Condensed Statements of Operations - Three Months ende June 30, 1997 and May 31, 1996 3 Combined Condensed Statements of Cash Flows - Three Months Ended June 30, 1997 and May 31, 1996 4 Notes to Financial Statements 5 Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations 6 & 7 PART II - OTHER INFORMATION 7 Signatures 8 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED) [CAPTION] ASSETS June 30, March 31, 1997 1997 Current Assets Cash (including interest bearing deposits of $854,277 at June 30, 1997 and $2,084,101 at March 31, 1997 $ 860,192 $2,387,197 Accounts receivable 189,519 430,628 Refundable income taxes 7,323 23,146 Inventories 284,066 249,590 Prepaid expenses, principally insurance and real estate taxes 255,705 623,561 Deferred operating costs-net of deferred revenue-ski facilities 1,168,468 0 Total current assets 2,765,273 3,714,122 Other non-current assets 36,797 36,797 Properties: Land, principally unimproved 1,867,766 1,867,766 Land improvements, buildings and equipment 47,357,982 47,146,625 49,225,748 49,014,391 Less accumulated depreciation and amortization 29,155,428 28,962,573 20,070,320 20,051,818 $22,872,390 $23,802,737 See accompanying notes to unaudited financial statements.
LIABILITIES AND SHAREHOLDERS' EQUITY June 30, March 31, 1997 1997 Current Liabilities: Current installments of long-term debt $ 532,513 $ 532,513 Accounts and other payables 577,742 430,814 Accrued claims 134,851 158,905 Deferred revenue 100,836 192,556 Accrued income taxes 23,596 138,566 Accrued liabilities 366,964 801,849 Total current liabilities 1,739,502 2,255,203 Long-term debt, less current installments 9,134,633 9,245,918 Deferred income taxes 2,113,605 2,201,348 Commitments and Contingencies Combined shareholders' equity: Capital Stock, without par value, stated value $.30 per combined share, Blue Ridge and Big Boulder each have authorized 3,000,000 shares and each have issued 2,198,148 shares as of June 30, 1996 and as of May 31, 1996 659,444 659,444 Capital in excess of stated value 1 ,461,748 1,461,748 Earnings retained in the business 9,103,694 9,235,309 11,224,886 11,356,501 LESS: Cost of 206,134 & 194,134 shares of capital stock in treasury as of June 30, 1997 and March 31, 1997, respectively. 1,337,236 1,256,233 9,887,650 10,100,268 $22,872,390 $23,802,737 See accompanying notes to unaudited financial statements.
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 1997 AND MAY 31, 1996 (UNAUDITED) [CAPTION] Revenues: Ski operations $ 0 $1,638,413 Real estate management 1,012,439 533,702 Rental income 489 793 579,706 1,502,232 2,751,821 Costs and expenses: Ski operations 0 1,757,012 Real estate management 992,644 813,680 Rental operations 241,794 228,203 General & administrative expenses 269,937 210,459 1,504,375 3,009,354 Loss from operations (2,143) (257,533) Other income (expense:) Interest & other income 19,878 30,959 Interest expense (237,093) (210,043) (217,215) (179,084) Loss before income taxes (219,358) (436,617) Benefit for income taxes (87,743) (234,945) Net loss $(131,615) $(201,672) Net loss per shares outstanding $(0.07) $(0.10)
BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS FOR THREE MONTHS ENDED JUNE 30, 1997 AND MAY 31, 1996 (UNAUDITED)
1997 1996 Cash Flows from Operating Activities: Net loss $(131,615) $(201,672) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 192,855 498,486 Deferred income taxes (87,743) (143,556) Write-off of project development costs 0 178,818 Deferred revenue (91,720) (372,480) Changes in assets and liabilities: Accounts & other receivables 241,109 (196,621) Refundable income taxes 15,823 10,000 Prepaid expenses and other current assets (835,088) (167,373) Accounts payable & accrued liabilities (312,011) (380,394) Accrued income taxes (114,970) 59,098 Net cash used in operating activities $1,123,360) $(715,694) Cash Flows (used in) from Investing Activities: Marketable securities 0 (293,588) Collection of mortgage receivables 0 744 Other non-current assets 0 (34,500) Additions to properties (211,357) (318,574) Net cash used in investing activities: $(211,357) $(645,918) Cash flows (used in) from Financing Activities: Purchase of treasury stock (81,003) 0 Payment of long-term debt (111,285) (207,516) Net cash used in financing activities $(192,288) $(207,516) Net (decrease) in cash and cash equivalents $(1,527,005) $(1,569,128) Cash and cash equivalents beginning of period $2,387,197 $3,528,091 Cash and cash equivalents end of period $ 860,192 $1,958,963 Supplemental disclosures of cash flow information: Cash paid during period: Interest $51,073 $ 219,243 Income taxes, net $ 99,177 $0 See accompanying notes to unaudited financial statements.
NOTES TO UNAUDITED FINANCIAL STATEMENTS The combined financial statements include the accounts of Blue Ridge Real Estate Company and its wholly-owned subsidiaries (Northeast Land Company, Jack Frost Mountain Company and BRRE Holdings, Inc.) and Big Boulder Corporation and its wholly-owned subsidiaries (Lake Mountain Company and BBC Holdings, Inc.). In the opinion of management, the accompanying unaudited combined condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1997, and the results of operations and the statements of cash flows for the periods ended June 30, 1997 and May 31, 1996. Due to the change in the fiscal year end the most comparable quarterly prior year information is the three month period ended May 31, 1996. The re-statement of prior year quarters was not cost justifiable. The results of operations for the three months are not necessarily indicative of the results to be expected for the full year since (a) the Companies' two ski facilities operate principally during the months of December through March and (b) land dispositions occur sporadically and do not follow any pattern during the fiscal year. Costs and expenses net of revenues received in advance attributable to the ski facilities for the months of April through November are deferred and recognized as revenue and operating expenses, ratably, over the operating period. The provision for income taxes for the three months ended June 30, 1997 and May 31, 1996 represents the estimated annual effective tax rate for the year ending March 31, 1998 and the year ended May 31, 1996, respectively. In September 1997, the loan on the Dreshertown Plaza will mature. Management has initiated refinancing of the loan, therefore $79,000 is classified as current debt and the balance of $5,253,343 is included in long-term debt. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the three months ended June 30, 1997 (Fiscal 1998) resulted in a net loss of $(.07) per combined share compared to a net loss of $(.10) per combined share for the three months ended May 31, 1996. Combined revenue of $1,502,232 represents a decrease of $1,249,589 for three months ended May 31, 1996. Ski operations decreased $1,638,413, Real Estate Management increased $478,737 and Rental Income decreased $89,913. The decrease in Ski operation revenues for the three months ended June 30, 1997 as compared to May 31, 1996 is attributed to the change in fiscal year end which results in non-conforming quarterly comparisons. The three months ended June 30, 1997, does not reflect any ski operation income whereas the three months ended May 31, 1996 does. Ski operation income is generated December through March annually. Real Estate Management increase in revenue is attributed to festival revenues, recreational activities, rental management operations and property management of homes in our resort communities. The increases were offset with a decrease in marketing fees from resale of homes in our resort communities. Rental income decrease in revenue is from investment properties. Interest and Other Income decreased $11,081. Operating costs decreased by $1,562,181 during the first three months of Fiscal 1998 as compared to the three months ended May 31, 1996. This was due to the non-conforming quarterly comparison. The three months ended June 30, 1997, does not reflect any ski operation expenses whereas the three months ended May 31, 1996 does. Ski operations encompasses December through March annually. General and Administrative expenses for the first three months of Fiscal 1998 as compared to the three months ended May 31, 1996, increased by $59,478 primarily because of supplies and services. Several items are non- recurring services related to research and development. Interest expense for the first three months of Fiscal 1998, as compared to the three months ended May 31, 1996, increased by $27,050 because of the acquisition of an additional loan for snow making equipment. The effective income tax rate for the first three months of Fiscal 1998 was 34% as compared to 38% for the three months ended May 31, 1996. State taxes account primarily for the Fiscal 1998 and 1997 effective rates being greater than the federal statutory rate of 34%. Financial Condition, Liquidity and Capital Resources Working capital as of June 30, 1997, decreased by $433,148 as compared to March 31, 1997. This was due principally to a decrease in accounts receivable and prepaid expenses. The change in the balances of accounts receivable, deferred operating costs and accrued liabilities from March 31, 1997 to June 30, 1997 was due primarily to revenue and expenses that are applicable to the ski facilities, which are deferred and recognized ratably during the months of December through March. Moving Forward Capital expenditures for the First Quarter of Fiscal 1998 were for various equipment purchases. The Companies, in Fiscal 1998, will expand camping sites at Fernridge Campground and continue snow tubing and snow making expansion at Big Boulder and Jack Frost. Change in Fiscal Accounting Period At the July 24, 1996, Board of Directors' meeting, a change in the Fiscal year end was approved from May 31 to March 31. This change was effective for the Companies' 1997 Fiscal year. The purpose is to have the fiscal reporting period coincide with the operating periods of the Companies. PART II - OTHER INFORMATION The Companies have no matters to report with respect to Items 1, 2, 3, 4, 5, and 6(A) and (B). FORM 10-Q 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: BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION (Registrant) (Signature) Gary A. Smith President (Signature) Cynthia A. Barron Chief Accounting Officer Date: August 15, 1997 EX-27 2
5 3-MOS MAR-31-1998 JUN-30-1997 860,192 0 189,519 0 284,066 2,765,273 47,357,982 29,155,428 22,872,390 1,739,502 0 0 0 1,992,014 0 22,872,390 1,502,232 1,502,232 0 1,504,375 0 0 (237,093) (219,358) (87,743) 0 0 0 0 (131,615) (.07) 0
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