-----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, R67NDTEg+P0LQ2VaZ5xxc6qCT59AKLHEvEjpa9kDoMG2iOOn3U3dK6mMSjIOURY9 j6o1WrPW/JGjCusi0zVsRA== 0000012779-96-000021.txt : 19961204 0000012779-96-000021.hdr.sgml : 19961204 ACCESSION NUMBER: 0000012779-96-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961009 SROS: NONE 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: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02844 FILM NUMBER: 96640980 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG BOULDER CORP/PA CENTRAL INDEX KEY: 0000277666 STANDARD INDUSTRIAL CLASSIFICATION: 7011 IRS NUMBER: 240822326 STATE OF INCORPORATION: PA FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02843 FILM NUMBER: 96640981 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, 1996 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from .......... to.......... 0-28-44 (Blue Ridge) Commission File No. 0-28-43 (Big Boulder) BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION State of 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 share 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, 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 trans- ferred 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, 1996 and May 31, 1996 1 & 2 Combined Condensed Statements of Operations - Three months ended August 31, 1996 and 1995 3 Combined Condensed Statements of Cash Flows - Three months ended August 31, 1996 and 1995 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 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, 1996 1996 Current Assets: Cash (including interest bearing deposits of $274,983 at August 31, 1996 and $1,770,546 at May 31, 1996 $506,957 $1,958,963 Marketable securities 293,588 293,588 Current installments of mortgage notes receivable 12,399 10,670 Accounts receivable 134,690 334,397 Inventories 105,814 123,257 Prepaid expenses, principally insurance and real estate taxes 808,450 766,921 Deferred operating costs-net of deferred revenue-ski facilities 951,643 --- Total current assets 2,813,541 3,487,796 Mortgage notes receivable, less current installments --- 2,479 Other non-current assets 71,297 71,297 Properties: Land, principally unimproved 1,867,766 1,867,766 Land improvements, buildings and equipment 46,558,259 45,779,980 48,426,025 47,647,746 Less accumulated depreciation and amortization 28,191,086 27,999,628 20,234,939 19,648,118 $23,119,777 $23,209,690 See accompanying notes to unaudited financial statements.
PAGE 3 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED) LIABILITIES AND SHAREHOLDERS' EQUITY
August 31, May 31, 1996 1996 Current Liabilities: Current installments of long-term debt $ 598,827 $ 504,681 Accounts and other payables 289,017 503,063 Accrued claims 188,337 204,147 Deferred revenue 133,770 293,095 Accrued income taxes 89,824 59,098 Accrued liabilities 654,528 684,835 Total current liabilities 1,954,303 2,248,919 Long-term debt, less current installments 9,322,196 9,189,486 Deferred income taxes 2,157,823 2,157,823 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, 1996 and as of May 31, 1996 659,444 659444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 8,820,496 8,748,503 10,941,688 10,869,695 LESS: cost of 194,134 shares of Capital stock in Treasury 1,256,233 1,256,233 9,685,455 9,613,462 23,119,777 23,209,690
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, 1996 1995 Revenue: Real estate management $1,694,070 $ 1,066,465 Rental operations 490,550 423,823 2,184,620 1,490,288 Costs and expenses: Real estate management 1,418,911 891,403 Rental operations 228,714 193,829 General & administrative expense 232,611 236,431 1,880,236 1,321,663 Income from operations 304,384 168,625 Other income (expense): Interest and other income 21,165 24,812 Interest expense (209,456) (221,831) (188,291) (197,019) Income(loss) before income taxes 116,093 (28,394) Provision(credit) for income taxes 44,100 (10,800) Net income(loss) $71,993 $(17,594) Net income(loss) per weighted average combined shares outstanding (2,004,014) in 1996 and 1995 $.04 $(.01)
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, 1996 1995 Cash flows from operating activities: Net income(loss) $ 71,993 $( 17,594) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 191,458 210,091 Deferred revenue (159,325) (123,136) Changes in assets and liabilities: Accounts and other receivables 199,707 103,604 Prepaid expenses Proceeds from notes payable 363,946 --- Payment of long-term debt (137,090) (124,097) Net cash provided (used) in financing activities 226,856 (124,097) Net decrease in cash and cash equivalents (1,452,006) (914,235) Cash and cash equivalents, beginning of period 1,958,963 2,085,287 Cash and cash equivalents, end of period $ 506,957 $1,171,052 Supplemental disclosures of cash flow information:Cash paid during the period: Interest $ 209,456 $ 219,713 Income taxes 84,000 --- 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, 1996 and the results of operations and cash flows for the three month periods ending August 31, 1996 and 1995. 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 provision (credit) for income taxes for the three months ending August 31, 1996 and 1995 represents the allocation of the estimated annual effective tax rate for the 12 months ending May 31, 1996 and 1995, respectively. 4. In July, 1996, the Companies secured a new loan in the amount of $650,000 with an interest rate of 7%. This loan is for additional capital improvements at Jack Frost ski area. This loan will mature in July, 2001. PAGE 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the First Quarter of Fiscal 1997 results in a profit of $.04 per combined share compared to a loss of $(.01) per combined share for the same period in Fiscal 1996. Combined revenue of $2,184,620 represents an increase of $694,332 for three months ending August 31, 1996, compared to the same period of the previous year. Real Estate Management increased $627,605 and Rental Income increased $66,727. Real Estate Management increase in revenue is from recreational activities of $584,944, rental management operations of $62,393, and property management of homes in our resort communities of $4,511. The increases were offset with a decrease in marketing fees from resale of homes in our resort communities. Rental income increase in revenue is from investment properties. Interest and Other Income decreased $3,647. Operating costs increased by $558,573 during the first three months of Fiscal 1997 as compared to the same period in 1996. This was due to increased expense in our recreational activities, rental operations and investment properties. The increases were offset with decreases in our property management, resale of homes. General and administrative expenses for the first three months of Fiscal 1997 as compared to the same period in 1996, decreased by $3,820, primarily because of supplies. Interest expense for the first three months of Fiscal 1997, as compared to the same period in 1996, decreased by $12,374 because of retirement of two loans in fiscal 1996. The effective income tax rate for the First Quarter of Fiscal 1997 was 38%, as compared to 38% for Fiscal Year 1996. State taxes account primarily for the Fiscal 1997 and 1996 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, 1996, decreased by $379,639 as compared to May 31, 1996. This was due principally to an increase in deferred ski area operating costs, decrease in deferred revenue, an addition to properties. The change in the balances of accounts receivable, deferred operating costs and accrued liabilities from May 31, 1996 to August 31, 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 planned for Fiscal 1997 include expansion of our Tubing Hill at Big Boulder and expansion of our snowmaking capacity at Jack Frost. The Companies plan to finance the air expansion through a bank and fund the tubing facilities expansion with internal funds. Change in Fiscal Accounting Period At the July 24, 1996, Board of Directors meetings, a change in the fiscal year end was approved from May 31 to March 31. This change will be effective for each of the Companies' 1997 Fiscal Year. The purpose is to have the fiscal reporting period coincide with the operating periods of the profit centers initiated over the last several years. 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 October 11, 1996 (Date) PAGE 10 EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 3-MOS MAR-31-1997 AUG-31-1996 506,957 293,588 147,089 0 105,814 2,813,541 46,825,812 28,191,086 23,119,777 1,954,303 0 2,004,014 0 0 0 23,119,777 2,184,620 2,184,620 0 1,880,236 0 0 (209,456) 116,093 44,100 0 0 0 0 71,993 .04 0
-----END PRIVACY-ENHANCED MESSAGE-----