-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, jZCgc6qazhVlMbaILcRcDAIpQXnw9vsDffDnr3Qod5DUGZ47bqDd7BlrHe8jrj4h 5RAlU9mjidvOKegkWutpmw== 0000012779-95-000018.txt : 19950420 0000012779-95-000018.hdr.sgml : 19950420 ACCESSION NUMBER: 0000012779-95-000018 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950228 FILED AS OF DATE: 19950413 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: 6532 IRS NUMBER: 240854342 STATE OF INCORPORATION: PA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02844 FILM NUMBER: 95528554 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 February 28, 1995 ( ) 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 February 28, 1995 Common Stock, without par value, 2,004,014 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. Page 1 INDEX Page No. PART I - FINANCIAL INFORMATION Item 1-Financial Statements Combined Condensed Balance Sheets February 28, 1995 and May 31, 1995 1 & 2 Combined Condensed Statements of Operations - Three Months and Nine Months Ended February 28, 1995 & 1994 3 Combined Condensed Statements of Cash Flows - Nine Months Ended February 28, 1995 and 1994 4 Notes to Financial Statements 5 Item 2-Management's Discussion and Analysis of Financial Condition and Results of Operations 6, 7 & 8 PART II - OTHER INFORMATION 9 Signatures 9 Page 2 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED)
ASSETS February 28, May 31, 1995 1994 Current Assets Cash (including interest bearing deposits of $2,425,568 at February 28, 1995 and $2,838,058 at May 31, 1994) $ 2,438,068 $ 2,888,611 Current installments of mortgage notes receivable 31,820 31,820 Accounts receivable 134,335 150,940 Refundable income taxes --- 40,000 Prepaid expenses, principally insurance and real estate taxes 638,410 519,325 Deferred operating costs-net of deferred revenue-ski facilities 15,920 --- Total current assets 3,258,553 3,630,696 Mortgage notes receivable, less current installments 2,064 23,587 Properties: Land, principally unimproved 2,046,580 2,046,775 Land Improvements, Buildings and equipment 44,465,737 43,168,047 46,512,317 45,214,822 Less accumulated depreciation and amortization 25,362,846 23,636,325 21,149,471 21,578,497 $24,410,088 $25,232,780 See accompanying notes to unaudited financial statements.
Page 3 LIABILITIES AND SHAREHOLDERS' EQUITY
February 28, May 31, 1995 1994 Current Liabilities: Current installments of long-term debt $ 698,875 $ 698,875 Accounts and other payables 790,863 269,489 Accrued claims 173,689 188,365 Deferred revenue & accrued liabilities 538,000 706,975 Total current liabilities 2,201,427 1,863,704 Long-term debt, less current installments 9,664,190 10,051,518 Deferred income taxes 2,701,728 2,701,728 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 February 28, 1995 and as of May 31, 1994 659,444 659,444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 8,977,980 9,141,008 11,099,172 11,262,200 LESS: Cost of 194,134 and 97,534 shares of capital stock in Treasury at February 28, 1995 and May 31, 1994, respectively 1,256,429 646,370 9,842,743 10,615,830 $24,410,088 $25,232,780 See accompanying notes to unaudited financial statements.
Page 4 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended February 28, February 28, 1995 1994* 1995 1994* Revenues: Ski operations $6,783,088 $7,813,358 $6,783,088 $7,813,358 Real estate management 615,763 603,672 2,085,757 1,799,937 Rental income 407,731 379,113 1,183,752 1,135,642 Disposition of land 62,262 245 62,262 245 7,868,844 8,796,388 10,114,859 10,749,182 Costs and expenses: Ski operations 6,451,780 6,772,874 6,451,780 6,772,874 Real estate management 580,529 568,188 2,003,479 1,796,312 Rental operations 197,650 214,609 598,644 621,513 Cost of properties disposed 3,687 --- 3,687 --- General & administra- tive expenses 242,166 268,642 708,409 747,630 7,475,812 7,824,313 9,765,999 9,938,329 Income from operations 393,032 972,075 348,860 810,853 Other income (expense): Interest & other income 10,774 21,604 57,752 53,195 Interest expense (224,630) (216,686) (665,444) (651,112) (213,856) (195,082) (607,692) (597,917) Income(Loss) before income taxes 179,176 776,993 (258,832) 212,936 Provision (Credit) for income taxes 66,300 287,500 ( 95,800) 78,800 Income (Loss) before cumu- lative effect of change in accounting method 112,876 489,493 (163,032) 134,136 Cumulative effect (on prior years to May 31, 1994) of change in method of accounting for income taxes --- --- --- 8,355 Net Income (Loss) $112,876 $489,493 $(163,032) $ 142,491 Weighted average combined shares outstanding 2,004,014 2,170,010 2,004,014 2,170,010 Per Share Data: Income (loss) before cumu- lative effect of change in accounting method $ .06 $ .23 $( .08) $ .07 Cumulative effect of change in method of accounting --- --- --- --- Net Income (Loss) $ .06 $ .23 $( .08) $ .07 *Reclassified for comparative purposes
Page 5 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
1995 1994 Nine Months ended February 28, Cash flows from Operating Activities: Net Income (Loss) $(163,032) $142,491 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,726,521 1,736,886 Deferred revenue 262,910 (62,770) Changes in assets and liabilities: Accounts & other receivables 16,605 11,846 Income tax refund 40,000 93,327 Prepaid expenses and other current assets (135,005) (377,975) Accounts payable 521,374 428,331 Accrued income taxes other & liabilities (246,555) 538,552 Net cash provided by operating activities 2,022,818 2,510,688 Cash Flows (used in) from Investing Activities: Collection of mortgage receivables 21,523 46,653 Additions to properties (1,297,495) (1,363,494) Net cash used in investing activities (1,275,972) (1,316,841) Cash flows (used in) from Financing Activities: Purchase of Treasury stock (610,061) (125,426) Proceeds from notes payable, bank 875,000 --- Payment of notes payable, bank (1,075,000) --- Payment of long-term debt (387,328) (393,067) Net cash used in financing activities (1,197,389) (518,493) Net increase (decrease) in cash and cash equivalents (450,543) 675,354 Cash and cash equivalents, beginning of period 2,888,611 3,015,149 Cash and cash equivalents, end of period $2,438,068 $3,690,503 Supplemental disclosures of cash flow information: Cash paid (received) during period: Interest $ 664,546 $ 663,130 Income taxes $ (15,659) $ (93,327) See accompanying notes to unaudited financial statements.
Page 6 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 condensed combined financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of February 28, 1995, the results of operations for the three month periods ended February 28, 1995 and 1994, and the results of operations and the statements of cash flows for the nine month periods ended February 28, 1995 and 1994. 2. The results of operations for the three and nine months periods 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 facilities for the months of June through November are deferred and recognized as revenue and operating expenses, ratably, over the operating period. 3. Effective June 1, 1993, the Companies adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109). The cumulative effect of the change in method of accounting as of the beginning of the 1994 fiscal year has been reported in the combined statement of operations. The credit (provision) for income taxes for the nine months ended February 28, 1995 and 1994, respectively, represents the allocation of the estimated annual effective tax rate for the 12 months ending May 31, 1995 and 1994, respectively. Page 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Net income (loss) for the three months and nine months ended February 28, 1995, (Fiscal 1995) was $.06 and $(.08) per share. For the same periods of the preceding year (Fiscal 1994), the net income was $.23 and $.07 per share. The revenues of $10,114,859 for the first nine months of Fiscal 1995 decreased by $634,323 when compared to the same period in Fiscal 1994. The Companies experienced increases in real estate management of $285,820, rental income of $48,110 and disposition of land of $62,017. These increases were offset by a decrease in ski operations of $1,030,270. The revenues of $7,868,844 for the third quarter of Fiscal 1995 decreased by $927,544 when compared to the same period in Fiscal 1994. The Companies experienced increases in real estate management of $12,091, rental income of 28,618 and disposition of land of $62,017. These increases were offset by decreases in ski operations of $1,030,270. The decrease in ski operation revenues for the three and nine months ended February 28, 1995, is attributed to the decreased number of skier visits because of warm temperatures. Real estate management increases for the first nine months of Fiscal 1995 are attributed to increased revenue from recreational activities including festivals and splatter of $289,471, fees for services provided to the trusts of $34,230, and other by $5,332. These increases were offset by decreases in leasing commission in resort communities of $1,980 and marketing fees from resale of homes in our resort communities of $12,321 and leases of $28,912. Real estate management increases for the third quarter of Fiscal 1995 are attributed to increased revenue from recreational activities including festivals and splatter of $30,033, marketing fees from resale of homes in our resort communities of $9,634 and other by $5,405. These increases were offset by decreases in rents and royalties of $19,097, leasing commission in resort communities of $10,439 and service provided to the trust of $3,445. Rental income increases for the third quarter and first nine months of Fiscal 1995 are attributed to increased revenue from investment properties. Disposition of land increases for the third quarter and first nine months of Fiscal 1995 are due to land sales. Page 8 Combined expenses for the first nine months of Fiscal 1995 decreased by $172,330 when compared to the same period of Fiscal 1994. The Companies experienced decreased cost in ski operations by $321,094, rental operations of $22,869 and general and administrative expenses of $39,221. These decreases were offset by increased expenses in real estate management of $207,167 and cost of properties disposed of $3,687. Combined expenses for the third quarter of Fiscal 1995 decreased by $348,501 when compared to the same period of Fiscal 1994. The Companies experienced decreased costs in ski operations of $321,094, rental operations of $16,959 and general and administrative expenses of $26,476. These decreases were offset by increased expenses in real estate manage- ment of $12,341 and cost of properties disposed of $3,687. Ski operations cost decreased for the third quarter and first nine months of Fiscal 1995 due to a shorter ski season because of the warm weather. Real estate management cost increased for the first nine months of Fiscal 1995 when compared to the same period in Fiscal 1994 because of increased cost of recreational activities including splatter and festivals of $143,872, services provided to the trust of $26,373, marketing fees from resale of homes in our resort communities of $7,080 and rents and royalties of $52,927. These increases were offset by decreases in cost of leasing commission in resort communities of $1,980 and land parcel development of $21,105. Real estate management cost increased for the third quarter of Fiscal 1995 when compared to the same period in Fiscal 1994, because of increased rents and royalties of $8,590, recreational activities including splatter and festivals of $14,992, and leasing commission in resort communities of $11,546. These increases were offset by decreases in services provided to the trust of $5,104, marketing fees from resale of homes in our resort communities of $1,194 and land parcel development of $16,489. Rental operation costs and expenses decrease for the third quarter and frst nine months of Fiscal 1995 are attributable to investment properties. Cost of properties disposed increases for the third quarter and first nine months of Fiscal 1995 are associated with the land sales. Decreases in general and administrative expenses for the third quarter and first nine months of Fiscal 1995 are attributed to reduced supplies and services. Interest and other income increases for the third quarter and first nine months of Fiscal 1995 are attributed to an increase in average interest rates on short term investments. Increases in interest expense for the third quarter and first nine months of Fiscal 1995 are due to increased interest cost on our variable rate loans. Page 9 Financial Condition, Liquidity and Capital Resources Working capital as of February 28, 1995 decreased by $709,866 compared to May 31, 1994. This was due principally to addition to properties, purchase of Treasury stock and repayment of long-term debt. The change in the balances of accounts receivable, deferred operating costs and accrued liabilities from May 31, 1994 to February 28, 1995 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. The Companies utilized $1,075,000 of a $2,000,000 Line of Credit during the third quarter of Fiscal 1995. The borrowings have been paid off and the Line of Credit remains available through Fiscal 1995. Moving Forward Capital expenditures for Fiscal 1995 included expansion of snowmaking at Jack Frost Mountain, purchase of grooming equipment and construction of new facilities at Big Boulder for ski patrol and lift operations. The Companies believe they have adequate capital resources to fund planned capital activities for the foreseeable future. Due to warm weather and the shorter ski season, fourth quarter revenues will be greatly reduced. The Companies are anticipating a loss for the current fiscal year. Page 10 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) R. Bruce Reiner, Chief Accounting Officer Date: April 12, 1995 Page 11 -----END PRIVACY-ENHANCED MESSAGE-----