-----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, CZWChLL/duwObVdPIxe+hJ3jJIa8SWLdn0Y2kuqFJv/5x4/FQlzgPmXVk1NKbUt/ whcEIzQjmBT8ik3jbtpTBg== 0000012779-96-000008.txt : 19960412 0000012779-96-000008.hdr.sgml : 19960412 ACCESSION NUMBER: 0000012779-96-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960411 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [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: 96546219 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 29, 1996 ( ) 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 29, 1996 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 PART I - FINANCIAL INFORMATION Item 1-Financial Statements Combined Condensed Balance Sheets February 29, 1996 and May 31, 1995 1 & 2 Combined Condensed Statements of Operations - Three Months and Nine Months Ended February 29, 1996 and February 28, 1995 3 Combined Condensed Statements of Cash Flows - Nine Months Ended February 29, 1996 and February 28, 1995 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 29, May 31, 1996 1995 Current Assets Cash (including interest bearing deposits of $3,277,746 at February 29, 1996 and $2,058,412 at May 31, 1995) $ 3,528,091 $ 2,085,287 Current installments of mortgage notes receivable 13,156 13,156 Accounts receivable 135,290 199,580 Refundable income taxes 10,000 10,000 Inventories 68,921 0 Prepaid expenses, principally insurance and real estate taxes 666,559 571,651 Deferred operating costs-net of deferred revenue-ski facilities 24,122 0 Total current assets 4,446,139 2,879,674 Mortgage notes receivable, less current installments 3,223 13,668 Other non-current assets 0 36,797 3,223 50,465 Properties: Land, principally unimproved 2,046,582 2,046,582 Land Improvements, buildings and equipment 45,472,835 44,565,426 47,519,417 46,612,008 Less accumulated depreciation and amortization 27,512,571 25,878,476 20,006,846 20,733,532 $24,456,208 $23,663,671 See accompanying notes to unaudited financial statements.
PAGE 3 LIABILITIES AND SHAREHOLDERS' EQUITY
February 29, May 31, 1996 1995 Current Liabilities: Current installments of long-term debt $ 661,141 $ 661,141 Accounts and other payables 919,178 319,721 Accrued claims 62,204 154,605 Deferred revenue 479,068 412,224 Accrued liabilities 853,812 542,627 Total current liabilities 2,975,403 2,090,318 Long-term debt, less current installments 9,240,542 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 February 29, 1996 and as of May 31, 1995 659,444 659,444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 8,950,175 8,705,240 11,071,367 10,826,432 LESS: Cost of 194,134 Shares of Capital Stock in Treasury 1,256,233 1,256,233 9,815,134 9,570,199 $24,456,208 $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 STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Nine Months Ended Feb.29 Feb.28 Feb.29 Feb.28 1996 1995 1996 1995 Revenues: Ski operations $8,980,548 $6,783,088 $8,980,548 $6,783,088 Real estate management 706,441 615,763 2,394,511 2,085,757 Rental income 404,544 407,731 1,182,106 1,183,752 Disposition of land 0 62,262 0 62,262 10,091,533 7,868,844 12,557,165 10,114,859 Costs and expenses: Ski operations 7,995,617 6,451,780 7,984,667 6,451,780 Real estate management 666,285 580,529 2,248,757 2,003,479 Rental income 215,594 197,650 599,026 598,644 Cost of properties 0 3,687 0 3,687 General & administra- tive expenses 258,731 242,166 730,542 708,409 9,136,227 7,475,812 11,562,992 9,765,999 Income from operations 955,306 393,032 994,173 348,860 Other income (expense): Interest & other income 11,901 10,774 57,101 57,752 Interest expense (220,098) (224,630) (656,219) (665,444) (208,197) (213,856) (599,118) (607,692) Income (loss) before income taxes 747,109 179,176 395,055 (258,832) Provision (credit) for income taxes 283,901 66,300 150,120 (95,800) Net Income (Loss) 463,208 112,876 244,935 (163,032) Net Income(Loss) per weighted average combined shares outstanding-2,004,114 $0.23 $0.06 $0.12 $(0.08)
PAGE 5 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months ended February 29 & 28 1996 1995 Cash flows from Operating Activities: Net Income (Loss) $ 244,935 $ (163,032) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation & amortization 1,634,095 1,726,521 Deferred revenue 253,351 262,910 Changes in assets & liabilities: Accounts & other receivables 64,290 16,605 Income tax refund 0 40,000 Prepaid expenses & other current assets (151,154) (135,005) Accounts payable 599,457 521,374 Accrued income taxes & other liabilities 32,277 (246,555) Net cash provided by operating activities 2,677,251 2,022,818 Cash Flows (used in) from Investing Activities: Collection of mortgage receivables 10,445 21,523 Additions to properties (907,409) (1,297,495) Net cash used in investing activities (896,964) (1,275,972) Cash flows (used in) from Financing Activities: Purchase of Treasury stock 0 (610,061) Proceeds from notes payable, bank 900,000 875,000 Payment of notes payable, bank (900,000) (1,075,000) Payment of long-term debt (337,483) (387,328) Net cash used in financing activities (337,483) (1,197,389) Net increase (decrease) in cash & cash equivalents 1,442,804 (450,543) Cash & cash equivalents, beginning of period 2,085,287 2,888,611 Cash & cash equivalents, end of period $3,528,091 $2,438,068 Supplemental disclosures of cash flow information: Cash paid (received) during period: Interest $ 656,219 $ 664,546 Income taxes $ 16,232 $ (15,659) 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 29, 1996, the results of operations for the three month periods ended February 29, 1996 and February 28, 1995, and the results of operations and the statements of cash flows for the nine month periods ended February 29, 1996 and February 28, 1995. 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. The provision (credit) for income taxes for the nine months ended February 29, 1996 and February 28, 1995, respectively, represents the alocation of the estimated annual effective tax rate for the 12 months ending May 31, 1996 and 1995, 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 29, 1996, (Fiscal 1996) was $.23 and $.12 per share. For the same periods of the preceding year (Fiscal 1995), the net income was $.06 and $.(08) per share. The revenues of $12,577,165 for the first nine months of Fiscal 1996 increased by $2,442,306 when compared to the same period in Fiscal 1995. The Companies experienced increases in ski operations of $2,197,460 and real estate management of $308,754. These increases were offset by decreases in rental income of $1,646 and disposition of land of $62,262. The revenues of $10,091,533 for the third quarter of Fiscal 1996 increased by $2,222,689 when compared to the same period in Fiscal 1995. The Companies experienced increases in ski operations of $2,197,460 and real estate management of $90,678. These increases were offset by decreases in rental income of $3,187 and disposition of land of $62,262. The increase in ski operation revenues for the three and nine months ended February 29, 1996, is attributed to the increased number of skier visits and additional profit centers. Real estate management increases for the first nine months of Fiscal 1996 are attributed to increased revenue from recreational activities includ- ing festivals and Splatter of $139,852, fees for services provided to the trusts of $7,711, leases of $49,151, and commissions in resort communi- ties of $126,780. These increases were offset by a decrease in marketing fees from resale of homes of $14,740. Real estate management increases for the third quarter of Fiscal 1996 are attributed to increased revenue from commissions in resort communi- ties of $84,603, leases of $40,646, and service provided to the trust of $5,087. These increases were offset by decreases in marketing fees from resale of homes of $32,264 and recreation activities of $7,394. Rental income decreases for the third quarter and first nine months of Fiscal 1996 are attributed to decreased revenue from investment properties. Disposition of land decreases for the third quarter and first nine months of Fiscal 1996 are due to no land sales. Combined expenses for the first nine months of Fiscal 1996 increased by $1,796,993 when compared to the same period of Fiscal 1995. The Companies experienced increased costs in ski operations by $1,532,887, rental operations of $382, general and administrative expenses of $22,133, and real estate management of $245,278. These increases were offset by decrease of cost of properties disposed of $3,687. Combined expenses for the third quarter of Fiscal 1996 increased by $1,660,415 when compared to the same period of Fiscal 1995. The Companies experienced increased costs in ski operations of $1,543,837, rental operations of $17,944, general and administrative expenses of $16,565, and real estate management of $85,756. These increases were offset by a decrease in cost of properties disposed of $3,687. Ski operations costs increased for the third quarter and first nine months of Fiscal 1996 due to a longer ski season and additional profit centers. Real estate management cost increase for the first nine months of Fiscal 1996 when compared to the same period in Fiscal 1995 because of increased cost of recreational activities including Splatter and festivals of $185,823, services provided to the trust of $20,807, marketing fees from resale of homes in our resort communities of $324 rents and royalties of $41,344 and leasing commission in resort communities of $55,751. These increases were offset by a decrease in land parcel development of $58,771. Real estate management cost increases for the third quarter of Fiscal 1996 when compared to the same period in Fiscal 1995 are attributed to increased cost of rents and royalties of $19,925, recreational activities including Splatter and festivals of $27,351, leasing commission in resort communities of $55,751. These increases were offset by decreases in services provided to the trust of $6,888, marketing fees from resale of homes in our resort communities of $2,351 and land parcel development of $8,032. Rental operation costs and expenses increase for the third quarter and first nine months of Fiscal 1996 are attributable to investment properties. Cost of properties disposed decreases for the third quarter and first nine months of Fiscal 1996 are associated with no land sales. Increases in general and administrative expenses for the third quarter and first nine months of Fiscal 1996 are attributed to supplies and services increases. Interest and other income increases for the third quarter and decrease for the first nine months of Fiscal 1996 are attributed to average interest rates on short-term investments. Decreases in interest expense for the third quarter and first nine months of Fiscal 1996 are due to our variable rate loans. The effective income tax rate for the first nine months of Fiscal 1996 of 38%, as compared to 37% for Fiscal 1995. State taxes account primarily for the Fiscal 1996 and 1995 effective rate being greater than the federal statutory rate of 34% PAGE 8 Financial Condition, Liquidity and Capital Resources Working capital as of February 29, 1996 increased by $681,380 compared to May 31, 1995. This was due principally to increase of cash. The change in the balances of accounts receivable, deferred operating costs and accrued liabilities from May 31, 1995 to February 29, 1996, 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 Fiscal 1996 included expansion of the Tubing Hill at Jack Frost Mountain and the construction of a complete Tubing facility at Big Boulder Ski Area. Future capital improvements include the installation of an additional 10,000 C.F.M. of air at Jack Frost Mountain to enhance our snowmaking ability and the addition of 40 sites at our Fern Ridge Campground. The Companies have adequate capital resources to fund these projects. We are expanding our Summer activities with the 1st Annual Pocono American Roots Music Festival on June 22nd and 23rd at Big Boulder Ski Area. 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 CORPORATION (Registrant) (Signature) Gary A. Smith, President (Signature) Russell S. Mollath, Chief Accounting Officer Date: April 12, 1996 PAGE 10 EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 9-MOS MAY-31-1996 FEB-29-1996 3,528,091 0 158,446 0 68,921 4,446,139 47,519,417 27,512,571 24,456,208 2,975,403 0 2,004,014 0 0 0 24,456,208 12,557,165 12,614,266 0 11,562,992 0 0 (656,219) 395,055 150,120 0 0 0 0 244,935 .12 0
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