-----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, HyTr9RFFDY4b/oj2GfoiACc3WkOQVj4hXydoSv69hwjQ4r+wIex46h7p2b+lLD90 v2WNYlh6aVJC7WFTSAa36w== 0000012779-97-000003.txt : 19970220 0000012779-97-000003.hdr.sgml : 19970220 ACCESSION NUMBER: 0000012779-97-000003 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970114 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: 97505371 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: 97505372 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 November 30, 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 November 30, 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 certifi- cate 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 November 30, 1996 and May 31, 1996 1 & 2 Combined Condensed Statements of Operations - Three Months and Six Months Ended November 30, 1996 & 1995 3 Combined Condensed Statements of Cash Flows - Six Months Ended November 30, 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 7 Signatures 8 PAGE 2 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED)
ASSETS November 30, May 31, 1996 1996 Current Assets Cash (including interest bearing deposits of $171,500 at November 30, 1996 and $2,064,134 at May 31, 1996) $ 220,015 $2,252,551 Current installments of mortgage notes receivable --- 10,670 Accounts receivable 107,888 334,397 Inventories 262,251 123,257 Prepaid expenses, principally insurance and real estate taxes 904,312 766,921 Deferred operating costs-net of deferred revenue-ski facilities 2,115,817 --- Total current assets 3,610,283 3,487,796 Mortgage notes receivable, less current installments --- 2,479 Other current assets 71,297 71,297 Properties: Land, principally unimproved 1,867,766 1,867,766 Land Improvements, Buildings and equipment 47,645,539 45,779,980 49,513,305 47,647,746 Less accumulated depreciation and amortization 28,366,122 27,999,628 21,147,183 19,648,118 $24,828,763 $23,209,690 See accompanying notes to unaudited financial statements.
PAGE 3 LIABILITIES AND SHAREHOLDERS' EQUITY
November 30, May 31, 1996 1996 Current Liabilities: Notes payable, Line of Credit $ 1,500,000 $ --- Current installments of long-term debt 5,605,832 504,681 Accounts and other payables 643,143 503,063 Accrued claims 174,070 204,147 Deferred revenue 114,362 293,095 Accrued liabilities 720,771 743,933 Total current liabilities 8,758,178 2,248,919 Long-term debt, less current installments 4,373,877 9,189,486 Deferred income taxes 2,180,282 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 November 30, 1996 and as of May 31, 1996 659,444 659,444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 8,651,467 8,748,503 10,772,659 10,869,695 LESS: Cost of 194,134 shares of capital stock in Treasury 1,256,233 1,256,233 9,516,426 9,613,462 $24,828,763 $23,209,690 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 Six Months Ended November 30 November 30 1996 1995 1996 1995 Revenues: Ski operations $ 73,411 $ 0 $ 73,411 $ 0 Real estate management 712,415 634,856 2,406,485 1,701,320 Rental income 329,230 340,489 819,780 764,312 1,115,056 975,345 3,299,676 2,465,632 Costs and expenses: Ski operations 73,411 0 73,411 0 Real estate management 677,828 676,362 2,096,739 1,564,000 Rental operations 206,086 193,359 434,800 390,953 General & administra- tive expenses 220,129 235,380 452,740 471,811 1,177,454 1,105,101 3,057,690 2,426,764 Income (Loss) from operations (62,398) (129,756) 241,986 38,868 Other income (expense:) Interest & other income 15,815 20,388 36,980 45,200 Interest expense (226,019) (214,290) (435,475) (436,121) (210,204) (193,902) (398,495) (390,921) Loss before income taxes (272,602) (323,659) (156,509) (352,053) Credit for income taxes 103,589 122,990 59,473 133,780 Net Loss $(169,013) $(200,669) $(97,036) $(218,273) Net loss per shares outstanding (2,004,014) in 1996 and in 1995 $(.08) $(.10) $(.05) $(.11)
PAGE 5 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
Six Months ended November 30, 1996 1995 Cash flows from Operating Activities Net Loss $(97,036) $(218,273) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 366,494 403,991 Deferred revenue (178,733) (304,059) Changes in assets and liabilities: Accounts & other receivables 226,509 144,880 Prepaid expenses and other current assets (2,392,202) (1,569,096) Accounts Payable 140,080 277,709 Accrued liabilities (30,780) (294,021) Net cash used in operating activities (1,965,668) (1,558,869) Cash Flows from Investing Activities: Collection of mortgage receivables 13,149 7,216 Additions to properties (1,865,559) (575,732) Net cash used in investing activities (1,852,410) (568,516) Cash flows from financing activities: Proceeds from bank note 2,060,401 600,000 Payment of long-term debt (274,859) (256,661) Net cash provided by (used in)financing activities 1,785,542 343,339 Net decrease in cash and cash equivalents (2,032,536) (1,784,046) Cash and cash equivalents beginning of period 2,252,551 2,085,287 Cash and cash equivalents end of period $ 220,015 $ 301,241 Supplemental disclosures of cash flow information: Cash paid (refunded) during period: Interest $ 435,475 $ 444,197 Income taxes $ --- $ --- 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 November 30, 1996, and the results of operations and the statements of cash flows for the six month periods ended November 30, 1996 and 1995. 2. The results of operations for the three and six months are not necessarily indicative of the results to be expected or 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 six months ended November 30,1996 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. In September, 1997, the loan on the Dreshertown Plaza will mature, therefore, $5,392,955 was reclassified as current debt. Management intends to refinance the Dreshertown Plaza loan. PAGE 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the Second Quarter and First Half of Fiscal 1997 resulted in a loss of ($.08) and ($.05) per combined share compared to a loss of ($.10) and ($.11) per combined share for the same periods in Fiscal 1996. Combined revenue of $3,299,676 represents an increase of $834,044 for six months ending November 30, 1996, compared to the same period of the previous year. Real Estate Management increased $705,165 and Rental Income increased $55,468. Real Estate Management increase in revenue is from recreational activities of $543,902, rental management operations of $154,104 and property management of homes in our resort communities of $7,159. The increases were offset with a decrease in marketing fees from resale of homes in our resort communities. Rental income decrease in revenue is from investment properties. Interest and Other Income decreased $8,220. Operating costs increases by $630,926 during the first six 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 six months of Fiscal 1997 as compared to the same period in 1996, decreased by $19,071, primarily because of supplies, income taxes and depreciation. Interest expense for the first six months of Fiscal 1997, as compared to the same period in 1996, decreased by $646 because of retirement of two loans in fiscal 1996. The effective income tax rate for the First Half 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 November 30, 1996, (exclusive of the $5,392,955 debt reclassified to current), decreased by $993,817 as compared to May 31, 1996. This was due principally to an increase in deferred ski area operating costs, decrease in deferred revenue, and addition to properties. The change in the balances of accounts receivable, deferred operating costs and accrued liabilities from May 31, 1996 to November 30, 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 1997 included expansion of our Tubing Hill at Big Boulder and expansion of our snowmaking capacity at Jack Frost. The Companies financed the air expansion with a bank note and the tubing facilities 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) Cynthia A. Barron Chief Accounting Officer Date: January 14, 1997 PAGE 10 EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 6-MOS MAR-31-1997 NOV-30-1996 220,015 0 107,888 0 262,251 3,610,283 47,645,539 28,366,122 24,828,763 8,758,178 0 0 0 2,004,014 0 24,828,763 3,299,676 3,299,676 0 3,057,690 0 0 (435,475) (156,509) 59,473 0 0 0 0 (97,036) (.05) 0
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