-----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, V4ARTMwbeMB/JefOh5xgSVpKlWh7SEC1bGrVQ//XYjPiYfeeAKyFXGQ9yRgxlmjg 30t/l2XIbIG4jFPDOLtwig== /in/edgar/work/20000814/0000012779-00-000016/0000012779-00-000016.txt : 20000921 0000012779-00-000016.hdr.sgml : 20000921 ACCESSION NUMBER: 0000012779-00-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: [7990 ] IRS NUMBER: 240854342 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-02844 FILM NUMBER: 699821 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 0001.txt 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, 2000 ( ) 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: (570) 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, 2000 Common Stock, without par value, 1,925,758 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, 2000 and March 31, 2000 1 & 2 Combined Condensed Statements of Operations - Three Months ended June 30, 2000 & 1999 3 Combined Condensed Statements of Cash Flows - Three Months Ended June 30, 2000 & 1999 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 BIG BOULDER CORPORATION AND SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS ASSETS June 30, March 31, 2000 2000 (UNAUDITED) Current Assets Cash and cash equivalents (all funds are interest bearing) $ 905,787 $2,553,510 Accounts receivable 396,256 448,838 Inventories 216,403 213,215 Prepaid expenses, principally insurance and real estate taxes 562,058 620,284 Deferred operating costs-net of deferred revenue-ski facilities 1,822,594 0 --------- ----------- Total current assets 3,903,098 3,835,847 --------- --------- Properties: Land, principally unimproved (19,873 1,869,709 1,869,709 acres per land ledger) Land Improvements, buildings and equipment 52,284,211 52,025,096 ---------- ---------- 54,153,920 53,894,805 ---------- ---------- Less accumulated depreciation and amortization 34,256,018 33,774,181 ---------- ---------- 19,897,902 20,120,624 ---------- ---------- $23,801,000 $23,956,471 =========== =========== See accompanying notes to unaudited financial statements. 1 LIABILITIES AND SHAREHOLDERS' EQUITY June 30, March 31, 2000 2000 Current Liabilities: Current installments of long-term debt $ 843,369 $ 842,152 Accounts and other payables 497,524 410,430 Accrued claims 49,067 46,601 Accrued income taxes 120,543 293,113 Accrued pension expense 536,876 494,837 Accrued liabilities 675,731 659,800 Deferred revenue 513,186 216,899 ------- ------- Total current liabilities 3,236,296 2,963,832 --------- --------- Long-term debt, less current installments 7,855,829 7,976,642 --------- -------- Deferred income taxes 2,151,836 2,149,945 --------- --------- Deferred income 502,433 502,433 ------- ------- 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, 2000 and as of March 31, 2000 659,444 659,444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 9,925,232 10,031,343 ---------- ---------- 12,046,424 12,152,535 ---------- ---------- LESS: Cost of 272,390 & 250,790 shares of capital stock in treasury as of June 30, 2000 & March 31, 2000 respectively. 1,991,818 1,788,916 --------- --------- 10,054,606 10,363,619 ---------- ---------- $23,801,000 $23,956,471 =========== =========== See accompanying notes to unaudited financial statements. 2 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) June 30, June 30, 2000 1999 Revenues: Ski operations $ 0 $ 0 Real estate management 1,192,659 1,118,168 Rental income 454,383 413 821 -------- ------- 1,647,042 1,531,989 --------- --------- Costs and expenses: Ski operations 0 0 Real estate management 1,126,342 1,167,880 Rental operations 219,964 194,692 General & administrative expenses 276,131 252,968 -------- -------- 1,622,437 1,615,540 --------- --------- Income from operations 24,605 ( 83,551) ------ --------- Other income (expense:) Interest & other income 48,875 78,603 Interest expense (179,591) (165,696) ------- ------- (130,716) (87,093) -------- ------- Loss before Income taxes (106,111) (170,644) --------- --------- Benefit for income taxes 0 (83,525) -- -------- Net loss, as restated in 1999 (106,111) (87,119) ========= ======== Basic and diluted loss per weighted average combined share as restated in 1999 ($0.05) ($0.05) See accompanying notes to unaudited financial statements. 3 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS THREE MONTHS ENDED JUNE 30, 2000 & JUNE 30, 1999 (UNAUDITED) 2000 1999 Cash Flows from Operating Activities: Net Income (Loss) $(106,111) $ (87,119) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 481,837 473,833 Deferred income taxes 1,891 (29,494) Gain on sale of assets (3,000) 0 Changes in assets and liabilities: Accounts & other receivables 52,582 148,525 Prepaid expenses and other current assets (1,767,556) (1,825,468) Accounts Payable & accrued liabilities 147,530 (432,489) Accrued income taxes (172 570) 30 Deferred revenue 296,287 163,878 ------- ------- Net cash used in operating activities $(1,069,110) $(1,588,304) ----------- ----------- Cash Flows (used in) from Investing Activities: Deferred income 0 25,988 Proceeds from disposition of assets 3,000 0 Additions to properties (259,115) (791,867) ------- --------- Net cash used in investing activities $(256,115) $(765,879) ------- ---------- Cash flows (used in) from Financing Activities: Purchase of Treasury stock (202,902) (10,012) Proceeds from notes payable, bank 0 800,000 Payment of long-term debt (119,596) (102,601) ------- --------- Net cash used in financing activities $ ($322,498) $ 687,387 Net increase (decrease) in cash and cash equivalents $(1,647,723) $(1,666,796) Cash and cash equivalents, beginning of period $2,553,510 $2,707,188 Cash and cash equivalents, end of period $ 905,787 $ 1,040,392 ======= ========== Supplemental disclosures of cash flow information: Cash paid during period: Interest $179,780 $ 166,253 ======== ========= Income taxes, See accompanying notes to unaudited financial statements. 4
NOTES TO UNAUDITED FINANCIAL STATEMENTS 1. 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, 2000, and the results of operations and the statements of cash flows for the three month period ended June 30, 2000 and June 30, 1999. Certain information and footnote disclosures have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.These combined financial statements should be read in conjunction with the financial statements and notes thereto included in the Companies' Annual Report on Form 10-K for the year ended March 31, 2000. 2. The Companies and the subsidiaries, under SFAS No. 131, operate in two business segments - Ski Operations and Real Estate Management/Rental Operations. The results of operations for the three months are not necessarily indicative of the results to be expected for the full year since the Companies' two ski facilities operate principally during the months of December through March. Costs and expenses net of revenues received in advance attributable to the Ski Operations for the months of April through November are deferred and recognized as revenue and operating expenses, ratably, over the operating period. Therefore revenues and operating expenses of the Real Estate Management/Rental Operations are as disclosed on the statement of operations. Depreciation of ski facility fixed assets is calculated over the 12 month period. The expense is deferred until the operating period, at which time it will be recognized ratably. 3. In 1999, the Companies, under a contract with the Pennsylvania Department of Transportation ("PDOT"), began construction of a two-mile sewer line from the Jack Frost treatment plant to a rest station on Interstate Route 80. The monies received from PDOT in 1999 were recorded, net of estimated income taxes, as an extraordinary item. During the fourth quarter of Fiscal 2000, management determined that the amounts received under the contract related to construction of the sewer line should be deferred and recognized as income over the period in which depreciation on those assets is charged. The amounts related to reimbursement of income taxes and non-capital overhead expenses will be recognized as income in the periods in which the related income taxes and overhead expenses are incurred. Accordingly, results of operations for 1999 and the first three quarters of 2000 have been restated. The effect on the quarter ended June 30, 1999 was an increase in the net loss of $25,988($.02 per share). 4. A benefit for income taxes for the three months ended June 30, 2000 has not been provided due to quarterly losses and the existance of net operating loss carryforwards for federal and state tax purposes. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the three months ended June 30, 2000 (Fiscal 2001) resulted in a net loss of $(.05) per combined share compared to a net loss of $(.05) per combined share for the three months ended June 30, 1999. Combined revenue of $1,647,042 represents an increase of $ 115,053 as compared to the three months ended June 30, 1999. Ski operations remained unchanged at $0. Real Estate Management increased $74,491 and Rental Income increased $40,562. 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. Rental income increase in revenue is from investment properties. Interest and Other Income increased $19,038. This increase was due to interest income received from a pending land transaction. Operating costs decreased by $16,266 during the first three months of Fiscal 2001 as compared to the three months ended June 30, 1999. This decrease was due primarily to a reduction in services provided to homeowner associations. General and Administrative expenses for the first three months of Fiscal 2001 as compared to the three months ended June 30, 1999, increased by $23,163, this fluctuation is the result of timing differences in the purchase of supplies. Several items are non-recurring services related to repair and maintenance. Interest expense for the first three months of Fiscal 2001, as compared to the three months ended June 30, 1999, increased by $13,895. This increase is attributable to an additional mortgage note payable for the East Mountain Lift at Jack Frost Mountain and an increase in the prime interest rate. 6
Per Share Data Loss per share are computed as follows: 3 Mos ended 3 Mos ended June 30, June 30, 2000 1999 Net Loss $(106,111) $(87,119) -------- ------ Weighted average combined shares of common stock outstanding used to compute basic earnings per combined common share 1,933,491 1,972,291 Additional combined common shares to be issued assuming exercise of stock options, net of combined shares assumed reacquired 10,240 10,921 ------ ------ Combined shares used to compute dilutive effect of stock option 1,943,731 1,983,212 ========= ======== Basic and diluted loss per combined common share $(.05) $(.05) == ==
Financial Condition, Liquidity and Capital Resources Working capital as of June 30, 2000, decreased by $205,213 as compared to March 31, 2000. This was due principally to an increase in deferred revenue relating to summer activities. The change in the balances of accounts receivable and deferred operating costs from March 31, 2000 to June 30, 2000 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 2000 were for various equipment purchases. The Companies, in Fiscal 2001, will continue in the process of developing a motocross park on 50 acres of Company land at Jack Frost Mountain and in the construction of a communication tower located at the Fernridge Campground. 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). 7 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, 2000 8 EX-27 2 0002.txt FDS --
5 0000012779 blue ridge real estate co 1,000 3-mos mar-31-2001 jun-30-2000 905,787 0 396,256 0 216,403 3,903,098 52,284,211 34,256,018 23,801,000 3,236,296 0 0 0 1,925,758 0 23,801,000 1,647,042 1,647,042 0 1,622,437 0 0 (179,591) (106,111) 0 0 0 0 0 (106,111) (.05) (.05)
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