-----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, Ol8lCpv/J7QLJ7kTBBU5+D+WRRKcY2LeLns7VS5IF7C4R07AFlyJkBZvoxh/jvzG 8iDJLnBJ2IyTU/b3S/pleA== 0000012779-01-500022.txt : 20010814 0000012779-01-500022.hdr.sgml : 20010814 ACCESSION NUMBER: 0000012779-01-500022 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010630 FILED AS OF DATE: 20010813 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: 1706274 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 q2001jun.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, 2001 ( ) 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, 2001 Common Stock, without par value, 1,918,180 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, 2001 and March 31, 2001 1 & 2 Combined Condensed Statements of Operations - Three Months ended June 30, 2001 & 2000 3 Combined Condensed Statements of Cash Flows - Three Months Ended June 30, 2001 & 2000 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 Signatures 8 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION AND SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED)
ASSETS June 30, March 31, 2001 2001 Current Assets: Cash and cash equivalents (all funds are interest bearing) ... $1,489,629 $2,628,839 Accounts receivable ............................ 360,533 429,653 Inventories .................................... 146,096 141,611 Deferred tax asset ............................. 713,722 665,095 Prepaid expenses, principally insurance and real estate taxes .... 501,957 403,313 Deferred operating costs - net of deferred revenue - ski facilities .. 1,301,367 0 ---------- Total current assets ................... 4,513,304 4,268,511 -------- --------- Properties: Land, principally unimproved (19,741 acres per land ledger) ..................... 1,868,505 1,868,505 Land improvements, buildings and equipment ...... 53,753,843 53,754,045 ----------- 55,622,348 55,622,550 Less accumulated depreciation and amortization .. 36,096,390 35,597,696 ----------- 19,525,958 20,024,854 ----------- $24,039,262 $24,293,365 =========== See accompanying notes to unaudited financial statements.
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, March 31, 2001 2001 Current Liabilities: Current installments of long-term debt $ 718,578 $ 757,228 Accounts and other payables 529,883 549,847 Accrued claims 145,195 80,433 Accrued income taxes (48,627) 67,387 Accrued pension expense 669,042 627,042 Accrued liabilities 1,025,915 1,087,851 Deferred revenue 439,167 316,753 Total current liabilities 3,527,780 3,486,541 Long-term debt, less current installments 7,137,251 7,277,413 Deferred income taxes 2,442,178 2,442,178 Other non-current liabilities 157,974 204,321 Deferred income non-current 515,631 515,631 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, 2001 and as of March 31, 2001 659,444 659,444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 10,201,138 10,283,875 12,322,330 12,405,067 LESS: Cost of 279,968 and 277,221 shares of capital stock in treasury as of June 30, 2001 & March 31, 2001 respectively. 2,063,882 2,037,786 10,258,448 10,367,281 $24,039,262 $24,293,365 See accompanying notes to unaudited financial statements.
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) June 30, June 30, 2001 2000 Revenues: Ski operations $ 0 $ 0 Real estate management 620,094 632,918 Summer recreation operations 524,961 559,741 Rental income 443,345 454 383 -------- ------- 1,588,400 1,647,042 Costs and expenses: Ski operations 0 0 Real estate management 579,162 596,894 Summer recreation operations 525,553 529,448 Rental operations 240,895 219,964 General & administrative expenses 251,326 276,131 -------- -------- 1,596,936 1,622,437 Income (loss)from operations (8,536) 24,605 ------- ------ Other income (expense:) Interest & other income 15,560 48,875 Interest expense (135,805) (179,591) ------- ------- (120,245) (130,716) Loss before income taxes (128,781) (106,111) --------- --------- Benefit for income taxes (46,044) 0 Net loss (82,737) (106,111) ========= ========= Basic and diluted loss per weighted average combined share ($0.04) ($0.05) See accompanying notes to unaudited financial statements.
BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS THREE MONTHS ENDED JUNE 30, 2001 & JUNE 30, 2000 (UNAUDITED)
2001 2000 Cash Flows from Operating Activities: Net (Loss) $ (82,737) $(106,111) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 503,281 481,837 Deferred income taxes (46,044) 1,891 Gain on sale of assets (358) (3,000) Changes in assets and liabilities: Accounts & other receivables 69,120 52,582 Prepaid expenses and other current assets (1,404,496) (1,767,556) Accounts Payable & accrued liabilities (21,485) 147,530 Accrued income taxes (69,970) (172,570) Deferred revenue 122,414 296,287 Net cash used in operating activities (930,275) (1,069,110) Cash Flows (used in) from Investing Activities: Proceeds from disposition of assets 18,707 3,000 Additions to properties (22,734) (259,115) Net cash used in investing activities (4,027) (256,115) Cash flows (used in) from Financing Activities: Borrowings under short-term financing Payment of long-term debt (178,812) (119,596) Purchase of Treasury stock (26,096) (202,902) Net cash used in financing activities ( 204,908) ( 322,498) Net decrease in cash and cash equivalents (1,139,210) (1,647,723) Cash and cash equivalents, beginning of period 2,628,839 2,553,510 Cash and cash equivalents, end of period $1,489,629 $905,787 Supplemental disclosures of cash flow information: Cash paid during period: Interest $140,650 $179,780 Income taxes $70,311 See accompanying notes to unaudited financial statements.
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, 2001, and the results of operations and the statements of cash flows for the three month periods ended June 30, 2001 and June 30, 2000. 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, 2001. 2. The Companies and the subsidiaries, under SFAS No. 131, operate in three business segments - Ski Operations, Real Estate Management/Rental Operations and Summer Recreation 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 and Summer Recreation 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. The benefit for income taxes for the three months ended June 30, 2001 represents the estimated annual effective tax rate for the year ending March 31, 2002. The effective income tax rate for the first three months of Fiscal 2002 was 34%. 4. Reclassifications have been made to the June 30, 2000 Combined Condensed Financial Statements to reflect changes in presentation for the three months ended June 30. 2001. Namely, Summer Recreation Operations are reported as a separate segment of the Companies. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the three months ended June 30, 2001 (Fiscal 2002) resulted in a net loss of $(.04) per combined share compared to a net loss of $(.05) per combined share for the three months ended June 30, 2000. Combined revenue of $1,588,400 represents a decrease of $58,642 as compared to the three months ended June 30, 2000. Ski operations remained unchanged at $0. Real Estate Management decreased $12,824 and Rental Income decreased $11,038. Summer recreation activities decreased $34,780. Real Estate Management decrease in revenue is attributed to property management of homes in our resort communities. Rental income decrease in revenue is from the Dreshertown Plaza Shopping Center. Summer recreational activities decrease in revenue is attributed to Splatter Paintball (75%) and The Irish Festival (25%). Interest and Other Income decreased $33,315. This decrease was due to interest income received from a pending land transaction in the previous fiscal year (30%), reduced interest income or cash investments (58%), a reduction in income from the disposition of assets (8%) and the elimination of interest income on a leased vehicle (4%). Operating costs decreased by $696 during the first three months of Fiscal 2002 as compared to the three months ended June 30, 2000. General and Administrative expenses for the first three months of Fiscal 2002 as compared to the three months ended June 30, 2000, decreased by $24,805, this fluctuation is the result of a reduction in compensation (20%), vehicle expense (38%) and supplies and services (42%). Interest expense for the first three months of Fiscal 2002, as compared to the three months ended June 30, 2000, decreased by $43,786. This decrease is attributable to a reduction in debt on the Dreshertown Plaza Shopping Center (61%) and the payoff of the Jack Frost Mountain compressor loan (39%). Per Share Data Loss per share are computed as follows; 3 Mos ended 3 Mos ended June 30, June 30, 2001 2000 Net Loss $ (82,737) $(106,111) Weighted average combined shares of common stock outstanding used to compute basic earnings per combined common share ............. 1,918,429 1,933,491 Additional combined common shares to be issued assuming exercise of stock options, net of combined shares assumed reacquired ...... 11,518 10,240 Combined shares used to complete dilutive effect of stock option ......................... 1,929,947 1,943,731 Basic and diluted loss per combined common share $(.04) $(.05) Financial Condition, Liquidity and Capital Resources Working capital as of June 30, 2001, increased by $203,554 as compared to March 31, 2001. The increase is primarily due to the cyclical nature of the Companies' business. The change in the balance of deferred operating costs from March 31, 2001 to June 30, 2001 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 2001 were for various equipment purchases. The Companies, in Fiscal 2002 will be constructing a rental shop addition at Jack Frost Mountain, a snowboard terrain park will be placed in service at Big Boulder Ski Area, and a new groomer will also be purchased for 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). 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) Eldon D. Dietterick Vice President/Treasurer (Signature) Cynthia A. Barron Chief Accounting Officer Date: August 14, 2001 -----END PRIVACY-ENHANCED MESSAGE-----