THIS DOCUMENT IS A COPY OF THE 10-Q FILED ON JANUARY 16, 1995,
PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
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, 1995
( ) 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 principla 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, 1995
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
<PAGE>
INDEX
PART I - FINANCIAL INFORMATION
Item 1-Financial Statements
Combined Condensed Balance Sheets
November 30, 1995 and May 31, 1995 1 & 2
Combined Condensed Statements of
Operations - Three Months and Six
Months Ended November 30, 1995 & 1994 3
Combined Condensed Statements of
Cash Flows - Six Months Ended
November 30, 1995 and 1994 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 8
Signatures 8
PAGE 2
<PAGE>
<TABLE>
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPRATION and SUBSIDIARIES
COMBINED CONDENSED BALANCE SHEETS
(UNAUDITED)
<CAPTION>
ASSETS November 30, May 31,
1995 1995
<S> <C> <C>
Current Assets
Cash (including interest bearing
deposits of $160,509 at November
30, 1995 and $2,058,412 at May
31, 1995) $ 301,241 $2,085,287
Current installments of mortgage
notes receivable 9,920 13,156
Accounts receivable 54,700 199,580
Refundable income taxes 10,000 10,000
Inventories 254,711 ---
Prepaid expenses, principally
insurance and real estate taxes 1,253,433 571,651
Deferred operating costs-net of
deferred revenue-ski facilities 632,603 ---
Total current assets 2,516,608 2,879,674
Mortgage notes receivable, less
current installments 9,688 13,668
Other current assets 36,797 36,797
Properties:
Land, principally unimproved 2,046,582 2,046,582
Land Improvements, Buildings
and equipment 45,141,158 44,565,426
47,187,740 46,612,008
Less accumulated depreciation
and amortization 26,282,467 25,878,476
20,905,273 20,733,532
$23,468,366 $23,663,671
<FN>
<F1> See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
PAGE 3
<PAGE>
<TABLE>
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
November 30, May 31,
1995 1995
<S> <C> <C>
Current Liabilities:
Notes payable, Line of Credit $ 600,000 $ ---
Current installments of
long-term debt 661,141 661,141
Accounts and other payables 597,430 319,721
Accrued claims 63,925 154,605
Deferred revenue 108,165 412,224
Accrued liabilities 339,286 542,627
Total current liabilities 2,369,947 2,090,318
Long-term debt, less
current installments 9,321,364 9,578,025
Deferred income taxes 2,425,129 2,425,129
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, 1995
and as of May 31, 1995 659,444 659,444
Capital in excess of stated
value 1,461,748 1,461,748
Earnings retained in the
business 8,486,967 8,705,240
10,608,159 10,826,432
LESS: Cost of 194,134
shares of capital
stock in Treasury at
November 30, 1995 and
May 31, 1995, respectively 1,256,233 1,256,233
9,351,926 9,570,199
$23,468,366 $23,663,671
<FN>
<F1>See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
PAGE 4
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<TABLE>
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
November 30 November 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenues:
Real estate management $ 634,855 $ 600,876 $1,701,320 $1,469,994
Rental income 340,489 363,109 764,312 776,021
975,344 963,985 2,465,632 2,246,015
Costs and expenses:
Real estate management 676,362 651,760 1,564,000 1,422,950
Rental operations 193,359 208,836 390,953 400,994
General & administra-
tive expenses 235,380 231,091 471,811 466,243
1,105,101 1,091,687 2,426,764 2,290,187
Income (Loss) from
operations (129,757) (127,702) 38,868 (44,172)
Other income (expense:)
Interest & other income 20,388 21,207 45,200 46,978
Interest expense (214,290) (221,123) (436,121) (440,814)
(193,902) (199,916) (390,921) (393,836)
Loss before income taxes (323,659) (327,618) (352,053) (438,008)
Credit for income taxes 122,990 121,300 133,780 162,100
Net Loss $(200,669) $(206,318) $(218,273) $(275,908)
Net loss per weighted
average combined shares
outstanding (2,004,114
in 1995 and 2,043,892
in 1994) $(.10) $(.10) $(.11) $(.14)
</TABLE>
PAGE 5
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<TABLE>
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
<CAPTION>
<S> <C> <C>
Six Months ended November 30, 1995 1994
Cash flows from Operating
Activities $(218,273) $(275,908)
Net Loss
Adjustments to reconcile net
loss to net cash used in
operating activities:
Depreciation and amortization 403,991 407,403
Deferred revenue (304,059) 36,168
Changes in assets and liabilities:
Accounts & other receivables 144,880 72,254
Income tax refund --- 40,000
Prepaid expenses and other
current assets (1,569,096) (1,146,508)
Accounts Payable 277,709 329,359
Accrued liabilities (294,021) (635,536)
Net cash used in operating activities (1,558,869) (1,172,768)
Cash Flows from Investing Activities:
Collection of mortgage
receivables 7,216 16,266
Additions to properties (575,732) (1,085,281)
Net cash used in investing
activities (568,516) (1,069,015)
Cash flows from financing activities:
Purchase of Treasury stock --- (561,956)
Proceeds from bank note 600,000 200,000
Payment of long-term debt (256,661) (263,840)
Net cash provided by (used
in) financing activities 343,339 (625,796)
Net decrease in cash and
cash equivalents (1,784,046) (2,867,579)
Cash and cash equivalents
beginning of period 2,085,287 2,888,611
Cash and cash equivalents
end of period $ 301,241 $ 21,032
Supplemental disclosures of cash
flow information:
Cash paid (refunded) during
period:
Interest $ 444,197 $ 433,557
Income taxes $ --- $ (25,125)
<FN>
<F1>See accompanying notes to unaudited financial statements.
</FN>
</TABLE>
PAGE 6
<PAGE>
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, 1995, and the
results of operations and the statements of cash flows for the six month
periods ended November 30, 1995 and 1994.
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 the Companies' two ski facilities operate principally during the
months of December through March. 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 credit for income taxes for the six months ended November 30,
1995 and 1994 represents the allocation of the estimated annual effective
tax rate for the 12 months ending May 31, 1995 and 1994, respectively.
4. In September 1985, the companies obtained two loans for capital
improvement at both ski areas. These loans will mature in September
1997. The companies are in the process of refinancing to extend the
maturity date until 2005. This transaction will be completed during
the second quarter.
PAGE 7
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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 1996 resulted
in a loss of ($.10) and ($.11) per combined share compared to a loss of
($.10) and ($.14) per combined share for the same periods in Fiscal 1995.
Combined revenue of $2,465,632 represents an increase of $219,617 for six
months ending November 30, 1995, compared to the same period of the
previous year. Real Estate Management increased $231,326 and Rental
Income decreased $11,709.
Real Estate Management increase in revenue is from recreational activities
of $147,246, rental management operations of $66,556 and marketing fees
from resale of homes in our resort communities of $17,524.
Rental income decrease in revenue is from investment properties.
Interest and Other Income decreased $1,778.
Combined revenue of $975,344 represents an increase of $11,359 for the
Second Quarter of Fiscal 1995, compared to the same period of the
previous year. Real Estate Management increased $33,979 and Rental
Income decreased $22,620.
Real Estate Management increase in revenue is from rental management
operations of $41,130 and marketing fees from resale of homes in our
resort commuities of $9,505. Recreational activities decreased by
$16,656.
Rental income decrease in revenue is from investment properties.
Interest and Other Income decreased $819.
Operating costs, exclusive of General and Administrative, increased
by $131,009 during the first six months of Fiscal 1996, as compared
to the same period in 1995. This was due to increased expense in our
recreational activities and resale of homes. The increases were
offset with decreases in our property management, land parcel
development, and rental operations.
General and Administrative expenses for the first six months of Fiscal
1996 as compared to the same period in 1995, increased by $5,568,
primarily because of compensation.
Interest expense for the first six months of Fiscal 1996, as compared
to the same period in 1995, decreased by $4,693 because of changes in
the prime rate.
PAGE 8
<PAGE>
Operating costs, exclusive of General and Administrative, increased by
$9,125 during the Second Quarter of Fiscal 1996 as compared to the same
period in 1995. This was due to increased expense in our recreational
activities, property management and resale of homes. The increases
were offset with decreases in rental operations, investment properties
and land parcel development.
General and Administrative expenses for the Second Quarter of Fiscal
1996 as compared to the same period in 1995, increased by $4,289,
primarily because of compensation.
Interest expense for the Second Quarter of Fiscal 1996, as compared to
the same period in 1995, decreased by $6,833 because of changes in the
prime rate.
The effective income tax rate for the First Half of Fiscal 1996 of 38%,
as compared to 37% for Fiscal Year 1995. State taxes account primarily
for the Fiscal 1996 and 1995 effective rate being greater than the
federal statutory rate of 34%.
Financial Condition, Liquidity and Capital Resources
Working capital as of November 30, 1995 decreased by $642,695 compared
to May 31, 1995. This was due principally to an increase in deferred
ski area operating costs, addition to properties, and repayment of
long-term debt.
The change in the balances of accounts receivable, deferred operating
costs and accrued liabilities from May 31, 1995 to November 30, 1995 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 planned for Fiscal 1996 include expansion of our
Tubing Hill at Jack Frost Mountain and building a complete Tubing
facility at Big Boulder. The Companies have adequate capital resources
to fund these projects.
Due to the weak real estate market in the companies' location, the
development of packaged parcels of land has been delayed. The direct
sale, joint venture or development through our own Company efforts of
these parcels is expected to enhance the profitability of the
Companies.
PAGE 9
<PAGE>
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)
Russell S. Mollath
Chief Accounting Officer
Date: January 15, 1996
PAGE 10
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1996
<PERIOD-END> NOV-30-1995
<CASH> 301,241
<SECURITIES> 0
<RECEIVABLES> 74,620
<ALLOWANCES> 0
<INVENTORY> 254,711
<CURRENT-ASSETS> 2,516,608
<PP&E> 47,187,740
<DEPRECIATION> 26,282,467
<TOTAL-ASSETS> 23,468,366
<CURRENT-LIABILITIES> 2,369,947
<BONDS> 0
<COMMON> 2,004,014
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 23,468,366
<SALES> 2,465,632
<TOTAL-REVENUES> 2,465,632
<CGS> 0
<TOTAL-COSTS> 2,426,764
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (436,121)
<INCOME-PRETAX> (352,053)
<INCOME-TAX> (133,780)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (218,273)
<EPS-PRIMARY> (.11)
<EPS-DILUTED> 0
</TABLE>
