-----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, D/4VyiYZ1epdzd4tBiEZu8RiN5vTsWIX0Ryg/RrthlXkfPXezMqm1pmKvVDnmm0i 3JwWst5nXUQHu+3yTzPcaw== 0000012779-95-000039.txt : 19951030 0000012779-95-000039.hdr.sgml : 19951030 ACCESSION NUMBER: 0000012779-95-000039 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19951013 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: 95580357 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 August 31, 1995 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .......... to.......... Commission File No.: 0-28-44 (Blue Ridge) 0-28-43 (Big Boulder) 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 August 31, 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 certifi- cates, 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 PART I - FINANCIAL INFORMATION Page No. Item 1 - Financial Statements Combined Condensed Balance Sheets August 31, 1995 and May 31, 1995 1 & 2 Combined Condensed Statements of Operations - Three months ended August 31, 1995 and 1994 3 Combined Condensed Statements of Cash Flows - Three months ended August 31, 1995 and 1994 4 Notes to Financial Statements 5 Item 2 - Management's Discussion and Anlaysis of Financial Condition and Results of Operations 6 & 7 PART II - OTHER INFORMATION 8 Signatures 8 PAGE 2 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED)
ASSETS August 31, May 31, 1995 1995 Current Assets: Cash (including interest bearing deposits of $1,107,983 at August 31, 1995 and $2,058,412 at May 31, 1995 $1,171,052 $2,085,287 Current installments of mortgage notes receivable 9,920 13,156 Accounts receivable 95,976 199,580 Refundable Income Taxes 10,000 10,000 Prepaid expenses, principally insurance and real estate taxes 660,729 571,651 Deferred operating costs-net of deferred revenue-ski facilities 324,370 --- Total current assets 2,272,047 2,879,674 Mortgage notes receivable, less current installments 12,918 13,668 Other non-current assets 36,797 36,797 Properties: Land, principally unimproved 2,046,582 2,046,582 Land improvements, buildings and equipment 44,779,230 44,565,426 46,825,812 46,612,008 Less accumulated depreciation and amortization 26,088,567 25,878,476 20,737,245 20,733,532 $23,059,007 $23,663,671 See accompanying notes to unaudited financial statements.
PAGE 3 LIABILITIES AND SHAREHOLDERS' EQUITY
August 31, May 31, 1995 1995 Current liabilities: Current installments of long-term debt $ 661,141 $ 661,141 Accounts and other payables 224,556 319,721 Accrued claims 139,819 154,605 Deferred revenue 289,088 412,224 Accrued liabilities 312,741 542,627 Total current liabilities 1,627,345 2,090,318 Long-term debt, less current installments 9,453,928 9,578,025 Deferred income taxes 2,425,129 2,425,129 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 August 31, 1995 and May 31, 1995 659,444 659,444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 8,687,646 8,705,240 10,808,838 10,826,432 LESS: Cost of 194,134 shares of capital stock in Treasury at August 31, 1995 and May 31, 1995 1,256,233 1,256,233 9,552,605 9,570,199 $23,059,007 $23,663,671 See accompanying notes to unaudited financial statements.
PAGE 4 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF OPERATIONS (UNAUDITED)
Three months ended August 31, 1995 1994 Revenue: Real estate management $1,066,465 $ 869,118 Rental income 423,823 412,912 1,490,288 1,282,030 Costs and expenses: Real estate management 891,403 771,190 Rental operations 193,829 192,158 General & administrative expense 236,431 235,152 1,321,663 1,198,500 Income from operations 168,625 83,530 Other income (expense): Interest and other income 24,812 25,771 Interest expense (221,831) (219,691) (197,019) (193,920) Loss before income taxes (28,394) (110,390) Credit for income taxes (10,800) (40,800) Net loss $(17,594) $(69,590) Net loss per weighted average combined shares outstanding (2,004,014 in 1995 and 2,043,892 in 1994) $(.01) $(.03)
PAGE 5 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED)
Three months ended August 31, 1995 1994 Cash flows from operating activities: Net loss $( 17,594) $( 69,590) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 210,091 212,230 Deferred revenue (123,136) (74,421) Changes in assets and liabilities: Accounts and other receivables 103,604 10,644 Prepaid expenses and other current assets (413,448) (668,280) Accounts payable (95,165) (21,479) Accrued liabilities (244,672) (157,623) Net cash used in operating activites (580,320) (768,519) Cash flows from investing activities: Collection of mortgage receivables 3,986 4,300 Additions to properties (213,804) (222,092) Net cash used in investing activities (209,818) (217,792) Cash Flows from financing activities: Purchase of Treasury Stock --- (466,953) Payment of long-term debt (124,097) (138,193) Net cash used in financing activities (124,097) (605,146) Net decrease in cash and cash equivalents (914,235) (1,591,457) Cash and cash equivalents, beginning of period 2,085,287 2,888,611 Cash and cash equivalents, end of period $1,171,052 $1,297,154 Supplemental disclosures of cash flow information: Cash paid during the period: Interest $ 219,243 $ 219,713 Income taxes --- $ 11,087 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 August 31, 1995 and the results of operations and cash flows for the three month periods ending August 31, 1995 and 1994. 2. 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 June through November are deferred and recognized as revenue and operating expenses, ratably, over the operating period. 3. The credit for income taxes for the three months ending August 31, 1995 and 1994 represents the allocation of the estimated annual effective tax rate for the 12 months ending May 31, 1995 and 1994, respectively. 4. In September, 1985, the Companies obtained two loans for capital improvements at both ski areas. These loans will mature in September 1997. The Companies are in the process of refinancing to extend the maturity date until 2005. This transaction will be completed during the second quarter. PAGE 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the First Quarter of Fiscal 1996 results in a loss of ($.01) per combined share compared to a loss of ($.03) per combined share for the same period in Fiscal 1995. Combined revenue of $1,490,268 represents an increase of $208,258 for three months ending August 31, 1995, compared to the same period of the previous year. Real Estate Mangement increased $197,347 and Rental Income increased $10,911. Real Estate Management increase in revenue is from recreational activities of $163,902, rental management operations of $25,426, and marketing fees from resale of homes in our resort communities of $8,019. Rental income increase in revenue is from investment properties. Interest and Other Income decreased $959. Operating costs increased by $123,163 during the first three months of Fiscal 1996 as compared to the same period in 1995. This was due to increased expense in our recreational activites, rental operations and investment properties. The increases were offset with decreases in our property management, resale of homes and land parcel development. General and administrative expenses for the first three months of Fiscal 1996 as compared to the same period in 1995, increased by $1,279, primarily because of supplies. Interest expense for the first three months of Fiscal 1996, as compared to the same period in 1995, increased by $2,140 because of changes in the prime rate. The effective income tax rate for the First Quarter of Fiscal 1996 was 38%, as compared to 37% for Fiscal Year 1995. State taxes account primarily for the Fiscal 1996 and 1995 effective rates being greater than the federal statutory rate of 34%. PAGE 8 Financial Condition, Liquidity and Capital Resources Working capital as of August 31, 1995, decreased by $144,654 as compared to May 31, 1995. This was due principally to an increase in deferred ski area operating costs, addition to properties, and repayment of long-term debt. The change in the balances of accounts receivable, deferred operating costs and accrued liabilities from May 31, 1995 to August 31, 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. Moving Forward Capital expenditures planned for Fiscal 1996 include expansion of our Tubing Hill at Jack Frost Mountain and building a complete Tubing facility at Big Boulder. The Companies have adequate capital resources to fund these projects. Due to the weak real estate market in the companies, location, the development of packaged parcels of land has been delayed. The direct sale, joint venture or development through our own Company efforts of these parcels is expected to enhance the profitability of the Companies. PAGE 9 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 CORPRATION (Registrant) _______________________________ (Signature) Gary A. Smith President _______________________________ (Signature) R. Bruce Reiner Chief Accounting Officer _______________________________ (Date) PAGE 10 EX-27 2
5 3-MOS MAY-31-1996 AUG-31-1995 1,171,052 0 115,896 0 0 2,272,047 46,825,812 26,088,567 23,059,007 1,627,345 0 2,004,014 0 0 0 23,059,007 1,490,288 1,490,288 0 1,321,663 0 0 (221,831) (28,394) (10,800) 0 0 0 0 (17,594) (.01) 0
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