-----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, HPVQrm57QQnGKBEhoGmT+yKddaD4Zaj2iYcx7BKPghSzvTFf+0PmnuVWxvlY25tm H/gloMM13XsRtq47+XPomA== 0000012779-97-000008.txt : 19970416 0000012779-97-000008.hdr.sgml : 19970416 ACCESSION NUMBER: 0000012779-97-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970228 FILED AS OF DATE: 19970415 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: 0531 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-02844 FILM NUMBER: 97580346 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: HOTELS & MOTELS [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: 97580347 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 February 28, 1997 ( ) 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 February 28, 1997 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 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 February 28, 1997 and May 31, 1996 1 & 2 Combined Condensed Statements of Operations - Three Months and Nine Months Ended February 28, 1997 3 & February 29, 1996 Combined Condensed Statements of Cash Flows - Nine Months Ended February 28, 1997 & February 29,1996 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 COMBINED CONDENSED BALANCE SHEETS (UNAUDITED)
ASSETS February 28, May 31, 1997 1996 Current Assets Cash (including interest bearing deposits of $2,536,797 at February 28, 1997 and $2,064,134 at May 31, 1996) $ 2,961,418 $2,252,551 Current installments of mortgage notes receivable -0- 10,670 Accounts receivable 118,593 334,397 Inventories 300,579 123,257 Prepaid expenses, principally insurance and real estate taxes 363,245 766,921 Deferred operating costs-net of deferred revenue-ski facilities 236,227 --- Total current assets 3,980,062 3,487,796 Mortgage notes receivable, less current installments -0- 2,479 Other non- current asset 36,797 71,297 Properties: Land, principally unimproved 1,867,766 1,867,766 Land Improvements, Buildings and equipment 48,003,818 45,779,980 49,871,584 47,647,746 Less accumulated depreciation and amortization 29,483,540 27,999,628 20,388,044 19,648,118 $24,404,903 $23,209,690 See accompanying notes to unaudited financial statements.
Page 3 LIABILITIES AND SHAREHOLDERS' EQUITY
February 28, May 31, 1997 1996 Current Liabilities: Current installments of long-term debt 541,856 504,681 Accounts and other payables 790,153 503,063 Accrued claims 158,905 204,147 Deferred revenue 23,531 293,095 Accrued income taxes 506,230 59,098 Accrued liabilities 487,095 684,835 Total current liabilities 2,507,770 2,248,919 Long-term debt, less current installments 9,299,896 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 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 9,574,455 8,748,503 11,695,647 10,869,695 LESS: Cost of 194,134 shares of capital stock in Treasury 1,256,233 1,256,233 10,439,414 9,613,462 $24,404,903 $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 Nine Months Ended Feb.28 Feb.29 Feb.28 Feb.29 1997 1996 1997 1996 Revenues: Ski operations $10,045,864 $8,980,548 $ 10,119,275 $8,980,548 Real estate management 777,608 706,441 3,184,093 2,394,511 Rental income 471,951 404,544 1,291,731 1,182,106 11,295,423 10,091,533 14,595,099 12,557,165 Costs and expenses: Ski operations 8,336,112 7,995,617 8,409,523 7,984,667 Real estate management 796,351 666,285 2,893,090 2,248,757 Rental operations 203,354 215,594 638,154 599,026 General & administra- tive expenses 265,530 258,731 718,270 730,542 9,601,347 9,136,227 12,659,037 11,562,992 Income from operations 1,694,076 955,306 1,936,062 994,173 Other income (expense:) Interest & other income 13,011 11,901 49,991 57,101 Interest expense (218,396) (220,098) (653,871) (656,219) (205,385) (208,197) (603,880) (599,118) Income before Income taxes 1,488,691 747,109 1,332,182 395,055 Provision for income taxes 565,703 283,901 506,230 150,120 Net Income $ 922,988 $ 463,208 $825,952 $ 244,935 Net Income per shares outstanding 2,004,014 in 1997 and 199 $0.46 $0.23 $.41 $0.12
Page 5 BLUE RIDGE REAL ESTATE COMPANY BIG BOULDER CORPORATION and SUBSIDIARIES COMBINED CONDENSED STATEMENT OF CASH FLOWS (UNAUDITED)
Nine Months ended February 28 & 29 1997 1996 Cash flows from Operating Activities Net Income $825,952 $ 244,935 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,483,912 1,634,095 Deferred revenue (269,564) 253,351 Changes in assets and liabilities: Accounts & other receivables 250,304 64,290 Prepaid expenses and other current assets (9,873) (151,154) Accounts Payable 287,090 599,457 Accrued liabilities 204,150 32,277 Net cash provided by operating activities 2,771,971 2,677,251 Cash Flows used in Investing Activities: Collection of mortgage receivables 13,149 10,445 Additions to properties (2,223,838) (907,409) Net cash from investing activities (2,210,689) (896,964) Cash flows from financing activities: Proceeds from notes payable 2,149,985 900,000 Payment of notes payable, bank (1,500,000) (900,000) Payment of long-term debt (502,400) (337,483) Net cash provided by financing activities 147,585 (337,483) Net increase in cash and cash equivalents 708,867 (1,442,804) Cash and cash equivalents beginning of period 2,252,551 2,085,287 Cash and cash equivalents end of period $2,961,418 $3,528,091 Supplemental disclosures of cash flow information: Cash paid during period: Interest $ 653,871 $ 656,219 Income taxes $ 123,300 $ 16,232 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 February 28, 1997, and the results of operations and the statements of cash flows for the nine month periods ended February 28, 1997 and February 29, 1996. 2. The results of operations for the three and nine 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 operation expenses, ratably, over the operating period. 3. The provision for income taxes for the nine months ended February 28, 1997 & February 29, 1996 represents the allocation of the estimated annual effective tax rate for the 10 months ending March 31, 1997 and 12 months ending May 31, 1996, 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. Management has initiated refinancing of the loan, therefore $88,341 is classified as current debt and the balance of $5,282,286 is included in long-term debt. Page 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Operations for the three months and nine months ended February 28, 1997 (Fiscal 1997) resulted in a net income of $.46 and $.41 per combined share compared to a net income of $.23 and $.12 per combined share for the same periods of the preceding year. Combined revenue of $14,595,099 represents an increase of $2,037,934 for nine months ending February 28, 1997, compared to the same period of the previous year. Ski operations increased $1,138,727, Real Estate Management increased $789,582 and Rental Income increased $109,625. The increase in ski operations revenues for the three and nine months ended February 28, 1997, is attributed to the increased number of skier visits and additional profit centers. Real Estate Management increase in revenue is from recreational activities of $573,783, rental management operations of $184,409 and property management of homes in our resort communities of $10,354. 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 $7,110. Operating costs increased by $1,096,045 during the first nine 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 and general and administrative expenses. General and Administrative expenses for the first nine months of Fiscal 1997 as compared to the same period in 1996, decreased by $12,272, primarily because of supplies and depreciation. Interest expense for the first nine months of Fiscal 1997, as compared to the same period in 1996, decreased by $2,348 because the retirement of two loans in fiscal 1996 reduced our average outstanding debt compared to the previous year. Page 8 The effective income tax rate for the first nine months of Fiscal 1997 and Fiscal 1996 was 38%. State taxes account primarily for the Fiscal 1997 and 1996 effective rates being greater than the federal statutory rate of 34%. Financial Condition, Liquidity and Capital Resources Working capital as of February 28, 1997, increased by $233,415 as compared to May 31, 1996. This was due principally to an increase in cash. The change in the balances of accounts receivable, deferred operating costs and accrued liabilities from May 31, 1996 to February 28, 1997 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. 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). Page 9 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: April 14, 1997 Page 10 EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 9-MOS MAR-31-1997 FEB-28-1997 2,961,418 0 118,593 0 300,579 3,980,062 48,003,818 29,483,540 24,404,903 2,507,770 0 0 0 2,004,014 0 24,404,903 14,595,099 14,595,099 0 12,659,037 0 0 (653,871) 1,332,182 506,230 0 0 0 0 825,952 .41 0
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