-----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, POdVz7mbpEt/ePphoj5dn6b9MRqHKwUdsPCI4u4DXZ2yHOT7+AEMMgy9lyxJWA1M w4tViJ1pPXUxrF7Xj7FBvg== /in/edgar/work/0000012779-00-000021/0000012779-00-000021.txt : 20001114 0000012779-00-000021.hdr.sgml : 20001114 ACCESSION NUMBER: 0000012779-00-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001113 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: 758354 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 September 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 September 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 September 30, 2000 and March 31, 2000 1 & 2 Combined Condensed Statements of Operations - Three Months and Six Months ended September 30, 2000 and 1999 3 Combined Condensed Statements of Cash Flows - Six Months Ended September 30, 2000 and 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 September 30, March 31, 2000 2000 (UNAUDITED) Current Assets: Cash and cash equivalents (all funds are interest bearing) $261,363 $2,553,510 Accounts receivable 295,846 448,838 Inventories 229,421 213,215 Prepaid expenses, principally insurance and real estate taxes 544,292 620,284 Deferred operating costs-net of deferred revenue-ski facilities 3,684,377 0 --------- ------------ Total current assets 5,015,299 3,835,847 --------- --------- Properties: Land, principally unimproved (19,741 acres per land ledger) 1,868,505 1,869,709 Land improvements, buildings and equipment 52,944,577 52,025,096 ---------- ---------- 54,813,082 53,894,805 Less accumulated depreciation and amortization 34,721,721 33,774,181 ---------- ---------- 20,091,361 20,120,624 $25,106,660 $23,956,471 See accompanying notes to unaudited financial statements. -1- LIABILITIES AND SHAREHOLDERS' EQUITY September 30, March 31, 2000 2000 Current Liabilities: Notes Payable-Line of Credit $ 700,000 $ 0 Current installments of long-term debt 865,404 842,152 Accounts and other payables 758,396 410,430 Accrued claims 108,240 46,601 Accrued income taxes 120,573 293,113 Accrued pension expense & accrued liabilities 931,345 1,154,637 Deferred revenue 283,424 216,899 ------- ------- Total current liabilities 3,767,382 2,963,832 --------- --------- Long-term debt, less current installments 7,753,069 7,976,642 --------- --------- Deferred income taxes 2,453,338 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 Sept.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 10,501,064 10,031,343 ---------- ---------- 12,622,256 12,152,535 LESS: Cost of 272,390 & 250,790 shares of capital stock in treasury as of September 30, 2000 & March 31,2000 respectively. 1,991,818 1,788,916 --------- --------- 10,630,438 10,363,619 $25,106,660 $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) Three Months Ended Six Months Ended Sept. 30, Sept. 30, Sept. 30, Sept. 30, 2000 1999 2000 1999 ---- ---- ---- ---- Revenues: Ski operations $ 0 $ 0 $ 0 $ 0 Real estate management 2,391,502 2,351,677 3,584,161 3,469,845 Rental income 484,131 508,780 938,514 922,601 ------- ------- ------- ------- 2,875,633 2,860,457 4,522,675 4,392,446 --------- --------- --------- --------- Costs and expenses: Ski operations 0 0 0 0 Real estate management 1,841,370 1,709,202 2,967,712 2,877,082 Rental operations 229,985 277,176 449,949 471,868 General & administra- tive expenses 266,797 263,877 542,928 516,845 ------- ------- ------- ------- 2,338,152 2,250,255 3,960,589 3,865,795 --------- --------- --------- --------- Income from operations 537,481 610,202 562,086 526,651 ------- ------- ------- ------- Other income (expense:) Interest & other income 536,114 174,726 584,989 253,329 Interest expense (184,763) (179,672) (364,354) (345,368) --------- -------- --------- -------- 351,351) (4,946) 220,635 (92,039) -------- ------ ------- -------- Income before income taxes 888,832 605,256 782,721 434,612 ------- ------- ------- ------- Provision for income taxes 313,000 181,220 313,000 97,695 ------- ------- ------- ------ Net income, as restated in 1999 $575,832 $424,036 $469,721 $336,917 ======== ======== ======== ======== Basic and diluted income per weighted average combined share as restated in 1999 $0.29 $0.22 0.24 $0.17 ===== ===== ==== ===== See accompanying notes to unaudited financial statements. -3- BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED) Six Months Ended September 30, 2000 1999 ---- ---- Cash Flows from Operating Activities: Net Income (Loss) $ 469,721 $ 336,917 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 296,122 294,523 Deferred income taxes 303,393 300,540 Gain on sale of assets (522,363) 0 Deferred revenue 66,525 63,449 Changes in assets and liabilities: Accounts & other receivables 152,992 (33,262) Prepaid expenses and other current assets (2,948,174) (2,832,737) Accounts payable & accrued liabilities 186,313 (214,556) Accrued income taxes (172,540) (119,940) --------- ----------- Net cash used by operating activities (2,168,011) (2,205,066) ============ =========== Cash Flows (used in) from Investing Activities: Deferred income 0 97,590 Additions to intangible assets 0 (35,615) Proceeds from disposition of assets 523,567 0 Additions to properties (944,480) (1,648,178) --------- ----------- Net cash used in investing activities (420,913) (1,586,203) --------- ----------- Cash flows (used in) from Financing Activities: Purchase of treasury stock (202,902) (28,889) Proceeds from notes payable, bank 62,360 650,000 Proceeds from short term financing 700,000 800,000 Payment of long-term debt (262,681) (216,764) --------- -------- Net cash from financing activities 296,777 1,204,347 ------- --------- Net increase (decrease) in cash & cash equivalents (2,292,147) (2,586,922) ----------- --------- Cash & cash equivalents beginning of period 2,553,510 2,707,188 Cash and cash equivalents end of period $261,363 $120,266 ======== ======== Supplemental disclosures of cash flow information: Cash paid (rcv'd.) during period: Interest $364,804 $345,866 Income taxes $179,714 $120,000 -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 September 30, 2000, and the results of operations and the statements of cash flows for the three and six month periods ended September 30, 2000 and September 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 three and six month periods ended September 30, 1999 was a decrease in the net income of $71,602 ($.03 per share) and $94,590 ($.05 per share). 4. The provision for income taxes for the six months ended September 30, 2000 represents the estimated annual effective tax rate for the year ending March 31, 2001. The effective income tax rate for the first six months of Fiscal 2001 was 40%. State taxes account primarily for the Fiscal 2001 effective rates being greater than the federal statutory rate of 34%. -5- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the three and six months ended September 30, 2000 (Fiscal 2001) resulted in net income of .29 and .24 per combined share compared to a net income of $.22 and $.17 per combined share for the three and six months ended September 30, 1999. Combined revenue of $4,522,675 for the three and six months ended September 30, 2000 represents an increase of $15,176 and 130,229 as compared to the three and six months ended September 30, 1999. Ski operations remained unchanged at $0. Real Estate Management increased $39,825 and $114,316 for the three and six months ended September 30, 1999. Rental Income decreased $24,649 and increased $15,913 for the three and six months ended September 30, 2000 as compared to the three and six months ended September 30, 1999. 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 $361,388 and 331,660 for the three and six months ended September 30, 2000 as compared to the three and six months ended September 30, 1999. This increase was due to the sale of land. Operating costs increased by $84,977 and $68,711 for the first three and six months of Fiscal 2001 as compared to the three and six months ended September 30, 1999. This increase was due primarily to the continued growth of our summer activities. General and Administrative expenses for the first three and six months of Fiscal 2001 as compared to the three and six months ended September 30, 1999, increased by $2,920 and $26,083, this fluctuation is the result of a timing difference in the purchase of supplies. Several items are non-recurring services related to repair and maintenance. Interest expense for the first three and six months of Fiscal 2001, as compared to the three and six months ended September 30, 1999 increased by $5,091 and $18,986. 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 Earnings per share are computed as follows: 6 Mos. Ended 6 Mos.Ended September 30, September 30, 2000 1999 ------------------------------- Net Income $ 469,721 $ 336,917 --------------------------- Weighted average combined shares of common stock outstanding used to compute basic earnings per combined common share 1,929,625 1,971,791 Additional combined common shares to be issued assuming exercise of stock options, net of combined shares assumed reacquired 10,488 11,037 Combined shares used to complete dilutive effect of stock option 1,940,113 1,982,828 --------------------------- Basic and diluted earnings per combined common share $0.24 $0.17 -----------------------
Financial Condition, Liquidity and Capital Resources Working capital as of September 30, 2000 increased by $375,902 as compared to March 31, 2000. This was due principally to an increase in deferred revenue relating to the ski facility. The change in the balances of accounts receivable and deferred operating costs from March 31, 2000 to September 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 Half of Fiscal 2001 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. 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: November 6, 2000 -8- EX-27 2 0002.txt FDS -- WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5.fds 0000012779 BLUE RIDGE REAL ESTATE COMPANY 1,000 6-MOS MAR-31-2001 SEP-30-2000 261,363 0 295,846 0 229,421 5,015,299 52,944,577 32,721,721 25,106,660 3,767,382 0 0 0 1,925,758 0 25,106,660 4,522,675 4,522,675 0 3,960,589 0 0 (364,354) 782,721 0 0 0 0 0 469,721 .24 .24
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