-----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, K+gDS0MdoQhcUoWQxhPGarqbbhTtQ7B0/sZ3f+TqGt9oz3cOdfa0aOlKwju0+jGZ oH5FrPhQ7TXNUik62xd/wQ== 0000012779-99-000016.txt : 19990816 0000012779-99-000016.hdr.sgml : 19990816 ACCESSION NUMBER: 0000012779-99-000016 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990813 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/A SEC ACT: SEC FILE NUMBER: 000-02844 FILM NUMBER: 99689077 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/A 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, 1999 ( ) 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: (570)-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, 1999 Common Stock, without par value, 1,971,958 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 PAGE NO. PART I - FINANCIAL INFORMATION Item 1-Financial Statements Combined Condensed Balance Sheets June 30, 1999 and March 31, 1999 1 & 2 Combined Condensed Statements of Operations - Three Months ended June 30, 1999 & 1998 3 Combined Condensed Statements of Cash Flows - Three Months Ended June 30, 1999 & 1998 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 BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED BALANCE SHEETS (UNAUDITED)
ASSETS June 30, March 31, 1999 1999 Current Assets Cash and cash equivalents (all funds are interest bearing) ............ $1,040,392 $2,707,188 Accounts receivable ...................... 411,153 559,678 Refundable income taxes .......... ......... 0 0 Inventories ................................. 294,439 283,946 Prepaid expenses, principally insurance and real estate taxes .......... 782,933 674,448 Deferred operating costs-net of deferred revenue-ski facilities ........... 1,706,490 0 Total current assets .................. 4,235,407 4,225,260 Other non-current assets ..................... 36,797 36,797 Properties: Land, principally unimproved ............. 1,867,655 1,867,655 Land improvements, buildings and equipment ........................... 50,660,280 50,533,623 52,527,935 52,401,278 Less accumulated depreciation ............ 32,664,203 32,855,580 and amortization ........................ 19,863,732 19,545,698 $24,135,936 $23,807,755 See accompanying notes to unaudited financial statements.
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LIABILITIES AND SHAREHOLDERS' EQUITY JUNE 30, MARCH 31, 1999 1999 Current Liabilities: Current installments of long-term debt ......... $ 622,704 $ 461,609 Accounts and other payables .................... 569,185 861,740 Accrued claims ................................. 39,329 68,943 Deferred revenue ............................... 492,085 328,207 Accrued income taxes ............................. 168,547 168,517 Accrued Liabilities .............................. 895,599 1,005,919 Total current Liabilities ................... 2,787,449 2,894,935 Long-term debt, less current installments 8,874,600 8,338,296 Deferred income taxes ................... 2,179,358 2,208,852 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, 1999 and as of March 31, 1999 ......................... 659,444 659,444 Capital in excess of stated value .................. 1,461,748 1,461,748 Earnings retained in business ...................... 9,721,852 9,782,983 11,843,044 11,904,175 LESS: Cost of 226,190 & 225,190 shares of capital stock in treasury as of June 30, 1999 & March 31, 1999 respectively ................... 1,548,515 1,538,503 10,294,529 10,365,672 $24,135,936 $23,807,755 See accompanying notes to unaudited financial statements.
2 BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED JUNE 30, 1999 & JUNE 30, 1998 (UNAUDITED)
June 30, June 30, 1999 1998 Revenues: Ski operations $ 0 $ 0 Real estate management 1,118,168 1,076,246 Rental income ........................... 413,821 387,293 1,531,989 1,463,539 Costs and expenses: Ski operations ................. 0 0 Real estate management ....... 1,167,880 1,025,396 Rental operations ........................... 194,692 237,512 General & administrative expenses .. 252,968 322,597 1,615,540 1,585,505 Loss from operations (83,551) (121,966) Other income (expense): Interest & other income 26,839 44,243 Interest expense (165,696) (176,382) (138,857) (132,139) Loss before income taxes (222,408) (254,105) Benefit for income taxes (83,525) (101,641) Loss before extraordinary income (138,883) (152,464) Extraordinary item-assets contributed from sewer line construction net of income taxes of $54,031 for the three months ended June 30, 1999 77,752 0 Loss (61,131) (152,464) Basic loss per weighted average combined share: Before extraordinary item (0.07) (0.08) Extraordinary item 0.04 0.00 Net loss (0.03) (0.08) Diluted loss per weighted average combined share: Before extraordinary item (0.07) (0.08) Extraordinary item 0.04 0.00 Net loss (0.03) (0.08)
3 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS THREE MONTHS ENDED JUNE 30, 1999 & JUNE 30, 1998 (UNAUDITED)
1999 1998 Cash Flows from Operating Activities: Net Income (Loss) .............................. (61,131) (152,464) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization ................ 473,833 488,945 Deferred income taxes ........................ (29,494) (101,641) Deferred revenue ............................. 163,878 247,096 Changes in assets and liabilities: Accounts & other receivables ................. 148,525 73,668 Prepaid expenses and other current assets .... (1,825,468) (1,839,066) Accounts Payable & accrued liabilities ....... (432,489) (21,280) Accrued income taxes ......................... 30 (214,150) Net cash used in operating activities ............ $(1,562,316) $(1,518,892) Cash Flows (used in) from Investing Activities: Additions to properties ........................ (791,867) (175,563) Net cash used in investing activities ............ $ (791,867) $ (175,563) Cash flows (used in) from Financing Activities: Purchase of Treasury stock ...................... (10,012) (1,220) Proceeds from notes payable, bank ............... 800,000 0 Payment of long-term debt ....................... (102,601) (81,514) Net cash used in financing activities ............ $ 687,387 $ (82,734) Net increase (decrease) in cash & cash equivalents ...................................... $(1,666,796) $(1,777,189) Cash and cash equivalents, beginning of period .. $ 2,707,188 2,799,777 Cash and cash equivalents, end of period $1,040,392 $1,022,588 Supplemental disclosures of cash flow information: Cash paid (rcv'd) during period: Interest $ 166,253 $ 177,204 Income taxes $ 214,100 See accompanying notes to unaudited financial statements
4 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, 1999, and the results of operations and the statements of cash flows for the three month period ended June 30, 1999 and June 30, 1998. 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 30,1999 and 1998 represents the estimated annual effective tax rate for the year ending March 31, 2000 and 1999, respectively. 5 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Rsults of Operations Operations for the three months ended June 30, 1999 (Fiscal 2000) resulted in a net loss of $(.03) per combined share compared to a net loss of $(.08) per combined share for the three months ended June 30, 1998 Combined revenue of $1,531,989 represents an increase of $ 68,450 as compared to the three months ended June 30, 1998. Ski operations remained unchanged at $0. Real Estate Management increased $41,922 and Rental Income increased $26,528. 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. Rental income increase in revenue is from investment properties. Interest and Other Income decreased $17,404. This decrease was due to a reclassification in the first three months of Fiscal 1999. Operating costs increased by $99,664 during the first three months of Fiscal 2000 as compared to the three months ended June 30, 1998. This increase was due primarily to a reclassification of salaries & wages and related employee benefits and payroll taxes to summer activities from deferred ski operating expenses for the first three months of fiscal 2000. General and Administrative expenses for the first three months of Fiscal 2000 as compared to the three months ended June 30, 1998, decreased by $69,629, this fluctuation is the result of timing differences in the purchase of supplies and a reduction in consulting fees. Several items are non-recurring services related to repair and maintenance. Interest expense for the first three months of Fiscal 2000, as compared to the three months ended June 30, 1998, decreased by $10,686. This decrease is due to the principal pay down on various notes. 6 The effective income tax rate for the first three months of Fiscal 2000 was 38% as compared to 40% for the three months ended June 30, 1998. State taxes account primarily for the Fiscal 2000 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, 1999 1998 Net Loss ................................... $ (61,131) $ (131,615) Weighted average combined shares of common stock outstanding used to compute basic earnings per combined common share ....... 1,972,291 1,991,970 Additional combined common shares to be issued assuming exercise of stock options, net of combined shares assumed reacquired 10,921 14,120 Combined shares used to compute dilutive effect of stock option ................... 1,983,212 2,006,089 Basic earnings per combined common share .. $ (.03) $ (.08) Diluted earnings per combined common share $ (.03) $ (.08) Risks and Uncertanties The Companies have taken steps to make its products, systems and infrastructure Year 2000 compliant and have installed new hardware and financial software effective April 1, 1998. The Companies have already initiated the process of upgrading the ticketing system to a Year 2000 compliant product. Management has and will continue to obtain representation from its vendors that any new or existing systems are Year 2000 compliant. Management does not believe the cost for the balance of the Year 2000 implementation will be material. Financial Condition, Liquidity and Capital Resources Working capital as of June 30, 1999, increased by $117,633 as compared to March 31, 1999. This was due principally to an increase in deferred operating costs applicable to the ski facilities. The change in the balances of accounts receivable and deferred operating costs from March 31, 1999 to June 30, 1999 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 2000 were for various equipment purchases. The Companies, in Fiscal 2000, will install a sewer line for the Pennsylvania Department of Transportation's planned rest area and the East Mountain chairlift at Jack Frost Mountain will be upgraded to a dual double lift. Each ski area will also receive a new groomer. 7 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, 1999 8 EX-27 2
5 0000012779 blue ridge real estate co 1000 3-mos MAR-31-2000 JUN-30-1999 1,040,392 0 411,153 0 294,439 4,235,407 50,660,280 32,664,203 24,135,936 2,787,449 0 0 0 1,971,958 0 24,135,936 1,531,989 1,531,989 0 1,615,540 0 0 (165,696) (222,408) (83,525) 0 0 77,752 0 (61,131) (.03) (.03)
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