-----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, PEReN/7A+nwfnDJuNZvUsioVkITAjTLnrzCg/cWXoUrFcFMMDM+lDccO0pvbzc1d j1vk4I6SqX0nUQh55u1PQQ== 0000012779-98-000009.txt : 19980817 0000012779-98-000009.hdr.sgml : 19980817 ACCESSION NUMBER: 0000012779-98-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLUE RIDGE REAL ESTATE CO CENTRAL INDEX KEY: 0000012779 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 240854342 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-02844 FILM NUMBER: 98691248 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 June 30, 1998 ( ) 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 June 30, 1998 Common Stock, without par value, 1,991,892 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. INDEX PART I - FINANCIAL INFORMATION Item 1-Financial Statements Combined Condensed Balance Sheets June 30, 1998 and March 31, 1998 1 & 2 Combined Condensed Statements of Operations - Three Months ended June 30, 1998 & 1997 3 Combined Condensed Statements of Cash Flows - Three Months Ended June 30, 1998 & 1997 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 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED) [CAPTION] ASSETS June 30, March 31, 1998 1998 Current Assets Cash and cash equivalents (all funds are interest bearing) $1,022,588 $2,799,777 Accounts receivable 156,814 230,482 Refundable Income Taxes 8,614 8,614 Inventories 257,759 221,210 Prepaid expenses, principally insurance and real estate taxes 530,347 485,513 Deferred operating costs-net of deferred revenue-ski facilities 1,757,683 0 Total current assets 3,733,805 3,745,596 Other non-current assets 36,797 36,797 Properties: Land, principally unimproved 1,867,738 1,867,738 Land Improvements, Buildings and equipment 49,082,754 48,907,191 50,950,492 50,774,929 Less accumulated depreciation and amortization 31,466,661 30,977,716 19,483,831 19,797,213 $23,254,433 $23,579,606 See accompanying notes to unaudited financial statements.
LIABILITIES AND SHAREHOLDERS' EQUITY June 30, March 31, 1998 1998 Current Liabilities: Current installments of long-term debt $ 458,489 $ 457,503 Accounts and other payables 527,302 436,941 Accrued claims 83,695 78,423 Deferred revenue 483,694 236,598 Accrued income taxes 53,735 267,885 Accrued liabilities 442,662 559,575 Total current liabilities 2,049,577 2,036,925 Long-term debt, less current installments 8,750,906 8,833,406 Deferred income taxes 2,193,776 2,295,417 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 June 30, 1998 and as of March 31, 1998 659,444 659,444 Capital in excess of stated value 1,461,748 1,461,748 Earnings retained in the business 9,477,438 9,629,902 11,598,630 11,751,094 LESS: Cost of 206,256 & 206,134 shares of capital stock in treasury as of June 30, 1998 & March 31, 1998 respectively. 1,338,456 1,337,236 10,260,174 10,413,858 $23,254,433 $23,579,606 See accompanying notes to unaudited financial statements.
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1998 & JUNE 30, 1997 (UNAUDITED) June 30, June 30, 1998 1997 Revenues: Ski operations $ 0 $ 0 Real estate management 1,076,246 1,012,439 Rental income 387 293 489,793 1,463,539 1,502,232 Costs and expenses: Ski operations 0 0 Real estate management 1,025,396 992,644 Rental operations 237,512 241,794 General & administrative expenses 322,597 269,937 1,585,505 1,504,375 Loss from operations (121,966) (2,143) Other income (expense:) Interest & other income 44,243 19,878 Interest expense (176,382) (237,093) (132,139) (217,215) Loss before Income taxes (254,105) (219,358) Benefit for income taxes (101,641) (87,743) Net loss $(152,464) $(131,615) Net Loss per weighted average Combined Shares: Basic $(0.08) $(0.07) Diluted $(0.08) $(0.07)
BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS THREE MONTHS ENDED JUNE 30, 1998 & JUNE 30, 1997 (UNAUDITED) 1998 1997 Cash Flows from Operating Activities: Net Income (Loss) $(152,464) $(131,615) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 488,945 192,855 Deferred income taxes (101,641) (87,743) Deferred revenue 247,096 (91,720) Changes in assets and liabilities: Accounts & other receivables 73,668 241,109 Refundable income taxes 0 15,823 Prepaid expenses and other current assets (1,839,066) (835,088) Accounts Payable & accrued liabilities (21,280) (312,011) Accrued income taxes (214,150) (114,970) Net cash used in operating activities $(1,518,892) $(1,123,360) Cash Flows used in Investing Activities: Additions to properties (175,563) (211,357) Net cash used in investing activities $(175,563) $(211,357) Cash flows used in Investing Activities: Purchase of Treasury stock (1,220) (81,003) Payment of long-term debt (81,514) (111,285) Net cash used in financing activities $82,734) $(192,288) Net decrease in cash and cash equivalents $(1,777,189) $(1,527,005) Cash and cash equivalents beginning of period $2,799,777 $2,387,197 Cash and cash equivalents, end of period $1,022,588 $ 860,192 Supplemental disclosures of cash flow information: Cash paid (rcv'd) during period: Interest $177,204 $ 51,073 Income taxes, $214,100 $ 99,177 See accompanying notes to unaudited financial statements.
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 combined condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1998, and the results of operations and the statements of cash flows for the periods ended June 30, 1998 and June 30, 1997. 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 April through November are deferred and recognized as revenue and operating expenses, ratably, over the operating period. Depreciation of ski facility fixed assets is now being calculated over the 12 month period. The expense is deferred until the operating period, at which time it will be recognized ratably. Previously, depreciation was calculated only during the operating period. 3. The provision for income taxes for the three months ended June 30,1998 & June 30, 1997 represents the estimated annual effective tax rate for the year ending March 31, 1999 and the year ending March 31, 1998, respectively. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the three months ended June 30, 1998 (Fiscal 1999) resulted in a net loss of $(.08) per combined share compared to a net loss of $(.07) per combined share for the three months ended June 30, 1997 Combined revenue of $1,463,539 represents a decrease of $ 38,693 as compared to the three months ended June 30, 1997. Ski operations remained unchanged at $0. Real Estate Management increased $63,807 and Rental Income decreased $102,500. Real Estate Management increase in revenue is attributed to festival revenues, recreational activities, rental management operations and property management of homes in our resort communities. 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 increased $24,365. Operating costs increased by $28,470 during the first three months of Fiscal 1999 as compared to the three months ended June 30, 1997. General and Administrative expenses for the first three months of Fiscal 1999 as compared to the three months ended June 30, 1997, increased by $52,660 primarily because of supplies and services. Several items are non- recurring services related to repair and maintenance. Interest expense for the first three months of Fiscal 1999, as compared to the three months ended June 30, 1997, decreased by $60,711 because of the refinancing of the Dreshertown Plaza and the principal pay down on various notes. The effective income tax rate for the first three months of Fiscal 1999 was 40% as compared to 34% for the three months ended June 30, 1997. State taxes account primarily for the Fiscal 1999 effective rate being greater than the federal statutory rate of 34%. Per Share Data Earnings per share are computed as follows: 3 Mos ended 3 Mos ended June 30, June 30, 1998 1997 Net Loss $(152,464) $(131,615) Weighted average combined shares of common stock outstanding used to compute basic earnings per combined common share 1,991,970 1,996,014 Additional combined common shares to be issued assuming exercise of stock options, net of combined shares assumed reacquired 14,119 0 Combined shares used to compute dilutive effect of stock option 2,006,089 1,996,014 Basic earnings per combined common share $(.08) $(.07) Diluted earnings per combined common share $(.08) $(.07)
Financial Condition, Liquidity and Capital Resources Working capital as of June 30, 1998, decreased by $24,443 as compared to March 31, 1998. This was due principally to a decrease in accounts receivable and an increase in deferred revenue. The change in the balances of accounts receivable and deferred operating costs from March 31, 1998 to June 30, 1998 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 the First Quarter of Fiscal 1999 were for various equipment purchases. The Companies, in Fiscal 1999, will expand camping sites at Fernridge Campground, construct a communications tower and install a sewer line for the Pennsylvania Department of Transportation's planned rest area. 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: August 15, 1998 8 EX-27 2
5 3-MOS MAR-31-1999 JUN-30-1998 1,022,588 0 156,814 0 257,759 3,733,805 49,082,754 31,466,661 23,254,433 2,049,577 0 0 0 1,991,892 0 23,254,433 1,463,539 1,463,539 0 1,585,505 0 0 (176,382) (254,105) (101,641) 0 0 0 0 (152,464) (.08) (.08)
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