-----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, QmKXfFZAyhFUsUCkTqxkCLOPATxwDMrbPUFejeUl1sh4qsOzFLzmoE7gqp20X0SH jGPj0aGPaVxEVDpl1PGkfg== 0000012779-99-000023.txt : 19991115 0000012779-99-000023.hdr.sgml : 19991115 ACCESSION NUMBER: 0000012779-99-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991112 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: 99750913 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 September 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 Registrants 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 September 30, 1999 Common Stock, without par value, 1,969,958 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 September 30, 1999 and March 31, 1999 1 & 2 Combined Condensed Statements of Operations - Three Months and Six Months ended September 30, 1999 and 1998 3 Combined Condensed Statements of Cash Flows - Six Months Ended September 30, 1999 and 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 September 30, March 31, 1999 1999 Current Assets: Cash and cash equivalents (all funds are interest bearing) $120,266 $2,707,188 Accounts receivable 592,940 559,678 Inventories 343,405 283,946 Prepaid expenses, principally insurance and real estate taxes 837,568 674,448 Deferred operating costs-net of deferred revenue-ski facilities 3,312,499 0 Total current assets 5,206,678 4,225,260 Other non-current assets 0 36,797 Properties: Land, principally unimproved 1,867,655 1,867,655 Land improvements, buildings and equipment 51,750,706 50,533,623 53,618,361 52,401,278 Less accumulated depreciation and amortization 33,348,937 32,855,580 20,269,424 19,545,698 $25,476,102 $23,807,755 See accompanying notes to unaudited financial statements. 1 LIABILITIES AND SHAREHOLDERS' EQUITY September 30, March 31, 1999 1999 Current Liabilities: Notes Payable-Line of Credit $ 650,000 $ 0 Current installments of long-term debt 839,829 461,609 Accounts and other payables 945,650 861,740 Accrued claims 26,750 68,943 Deferred revenue 391,656 328,207 Accrued income taxes 48,577 168,517 Accrued liabilities 749,646 1,005,919 Total current liabilities 3,652,108 2,894,935 Long-term debt, less current installments 8,543,312 8,338,296 Deferred income taxes 2,509,392 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 Sept.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 the business 10,217,490 9,782,983 12,338,682 11,904,175 LESS: Cost of 228,190 & 225,190 shares of capital stock in treasury as of September 30, 1999 & March 31,1999 respectively. 1,567,392 1,538,503 10,771,290 10,365,672 $25,476,102 $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 (UNAUDITED) Three Months Ended Six Months Ended Sept. 30, Sept. 30, Sept. 30, Sept. 30, 1999 1998 1999 1998 Revenues: Ski operations $ 0 $ 0 $ 0 $ 0 Real estate management 2,351,677 2,045,323 3,469,845 3,121,569 Rental income 508,780 455,066 922,601 842,359 2,860,457 2,500,389 4,392,446 3,963,928 Costs and expenses: Ski operations 0 0 0 0 Real estate management 1,709,202 1,480,446 2,877,082 2,505,842 Rental operations 277,176 221,280 471,868 458,792 General & administra- tive expenses 263,877 240,471 516,845 563,068 ------- ------- ------- ------- 2,250,255 1,942,197 3,865,795 3,527,702 ========= ========= ========= ========= Income from operations 610,202 558,192 526,651 436,226 Other income (expense:) Interest & other income 32,181 20,400 59,020 64,643 Interest expense (179,672) (178,925) (345,368) (355,307) -------- -------- -------- -------- (147,491) (158,525) (286,348) (290,664) -------- -------- -------- -------- Income before income taxes & extraordinary item 462,711 399,667 240,303 145,562 ------- ------- ------- ------- Provision for income taxes 181,220 159,865 97,695 58,224 ------- ------- ------ ------ Income before extraordinary item 281,491 239,802 142,608 87,338 ------- ------- ------- ------ Extraordinary item-assets contributed from sewer line construction net of income taxes of $202,845 214,147 126,005 291,899 126,005 ------- ------- ------- ------- Net income $495,638 $365,807 $434,507 $213,343 ======== ======== ======== ======== Basic earnings per weighted average combined share: Before extraordinary item $0.14 $0.12 $0.07 $0.04 Extraordinary item 0.11 0.06 0.15 0.07 ---- ---- ---- ---- Net income $0.25 $0.18 $0.22 $0.11 ===== ===== ===== ===== Diluted earnings per weighted average combined share: Before extraordinary item $0.14 $0.12 $0.07 $0.04 Extraordinary item 0.11 0.06 0.15 0.07 ---- ---- ---- ---- Net income $0.25 $0.18 0.22 $0.11 ===== ===== ==== ===== 3 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS FOR SIX MONTHS ENDED SEPTEMBER 30, 1999 AND SEPTEMBER 30 1998 (UNAUDITED) 1999 1998 Cash Flows (used in) from Operating Activities: Net income $ 434,507 $ 213,343 Adjustments to reconcile net income to net cash used in operating activities: Extraordinary item (291,899) (126,005) Depreciation and amortization 294,523 300,523 Deferred income taxes 300,540 131,512 Deferred revenue 63,449 56,148 Changes in assets and liabilities: Accounts & other receivables (33,262) (122,787) Refundable income taxes 0 8,614 Prepaid expenses and other current assets (2,832,737) (2,617,657) Accounts payable & accrued liabilities (214,556) (64,371) Accrued income taxes (119,940) (214,120) Net cash used by operating activities $(2,399,375) $(2,434,800) Cash Flows (used in) from Investing Activities: Additions to intangible assets (35,615) 0 Disposition of land 0 83 Contributed assets-sewer line construction 291,899 126,005 Additions to properties (1,648,178) (439,591) Net cash used in investing activities (1,391,894) $(313,503) Cash flows (used in) from Financing Activities: Purchase of treasury stock (28,889) (162,221) Proceeds from notes payable, bank 650,000 500,000 Proceeds from long term debt 800,000 0 Payment of notes payable, bank 0 0 Payment of long-term debt (216,764) (163,266) Net cash from financing activities 1,204,347 $ 174,513 Net decrease in cash & cash equivalents (2,586,922) $(2,573,790) Cash & cash equivalents beginning of period 2,707,188 2,799,777 Cash and cash equivalents end of period $120,266 $225,987 Supplemental disclosures of cash flow information: Cash paid (rcv'd.) during period: Interest $345,866 $ 354,684 Income taxes $120,000 $ 214,100 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 September 30, 1999, and the results of operations and the statements of cash flows for the periods ended September 30, 1999 and September 30, 1998. 2. The results of operations for the three and six 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. 3. The provision for income taxes for the six months ended September 30, 1999 and September 30,1998 represents the estimated annual effective tax rate for the year ending March 31, 2000 and 1999, respectively.The effective income tax rate for the first six months of Fiscal 2000 was 40%, as compared to 34% for the six months ended September 30, 1998. State taxes account primarily for the Fiscal 2000 effective rates being greater than the federal statutory rate of 34%. 5 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 2000 resulted in net income of .25 and .22 per combined share compared to a net income of $.18 and .11 per combined share for the three and six months ended September 30, 1998. Combined revenue of $4,392,446 represents an increase of $360,068 and 428,518 as compared to the three and six months ended September 30, 1998. Ski operations remained unchanged at $0. Real Estate Management increased $306,354 and $348,276 for the second quarter and first half of Fiscal 2000 as compared to the three and six months ended September 30, 1998. Rental Income increased $53,714 and $80,242 for the second quarter and first half of Fiscal 2000 as compared to the three and six months ended September 30, 1998. 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 for the first six months of Fiscal 2000 as compared to the six months ended September 30, 1998 is due to increased rental income from the Dreshertown Plaza Shopping Center. Interest and Other Income increased $11,781 and decreased $5,623 for the second quarter and first half of Fiscal 2000 as compared to the three and six months ended September 30, 1998. Operating costs (net G & A) increased by $284,652 and $384,316 for the second quarter and first half of Fiscal 2000 as compared to the three and six months ended September 30, 1998. This increase was primarily due to the expansion of existing operations, including the introduction of a new summer festival-Pocono Biker's Music Rally. General and Administrative expenses increased by $23,406 for the second quarter of Fiscal 2000 and decreased by $46,223 for the first half of Fiscal 2000 as compared to the three and six months ended September 30, 1998. This fluctuation is the result of timing difference in the purchase of supplies. Several items are non-recurring services related to repair and maintenance. Interest expense for the second quarter of Fiscal 2000 increased by $747 as compares to the three months ended September 30, 1998 and decreased by $9,939 for the first half of Fiscal 2000 as compared to the six months ended September 30, 1998. The six months decrease is due to principal pay down on various notes. 6 Per Share Data Earnings per share are computed as follows: 6 Mos. Ended 6 Mos.Ended September 30, September 30, 1999 1998 ---- ---- Net Income $ 434,507 $ 213,343 ---------- ----------- Weighted average combined shares of common stock outstanding used to compute basic earnings per combined common share 1,971,791 1,988,453 Additional combined common shares to be issued assuming exercise of stock options, net of combined shares assumed reacquired 11,037 13,751 Combined shares used to complete dilutive effect of stock option 1,982,828 2,002,204 --------- --------- Basic earnings per combined common share $0.22 $0.11 ----- ----- Diluted earnings per combined common share $0.22 $0.11 ----- ----- Risks and Uncertainties 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 also 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 September 30, 1999 increased by $224,245 as compared to March 31, 1999. This was due principally to an increase in deferred operating costs due to the ski facility. The change in the balances of accounts receivable and deferred operating costs from March 31, 1999 to September 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. In June 1999, the Companies secured an $800,000 loan for the East Mountain Lift project. Moving Forward Capital expenditures for the First Half of Fiscal 2000 were for the continued expansion of campsites at Fern Ridge Campground, the upgrade of the new dual double lift on East Mountain at Jack Frost Mountain and the purchase of a new groomer for each Ski Area. The Companies, in Fiscal 2000, will continue to install a sewer line for the Pennsylvania Department of Transportation's planned rest area and construct TRAXX, a 50 acre Motocross complex. 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). 7 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: November 5, 1999 8 EX-27 2 FDS --
5 0000012779 BLUE RIDGE REAL ESTATE COMPANY 1000 6-MOS MAR-31-2000 SEP-30-1999 120,266 0 592,940 0 343,405 5,206,678 51,750,706 33,348,937 25,476,102 3,652,108 0 0 0 1,969,958 0 25,476,102 4,392,446 4,392,446 0 3,865,795 0 0 (345,368) 240,303 97,695 0 0 291,899 0 434,507 .22 .22
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