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 July 31, 2003
( ) 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 July 31, 2003
Common Stock, without par value, 1,916,130
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
July 31, 2003 and October 31, 2002 1 & 2
Combined Condensed Statements of
Operations - Three Months and Nine Months
ended July 31, 2003 and July 31, 2002 3
Combined Condensed Statements of
Cash Flows - Nine Months Ended
July 31, 2003 and July 31, 2002 4
Notes to Financial Statements 5,6, & 7
Item 2-Management's Discussion and Analysis
of Financial Condition and Results
of Operations 8,9,10,11 & 12
Item 3-Quantitative and Qualitative Disclosures
About Market Risk Not applicable
Item 4Controls and Procedures 12
PART II - OTHER INFORMATION
Item 6-Exhibits and Reports on Form 8-K 12
Signatures 13
Chief Executive Officer Certification 14
Chief Financial Officer Certification 15
President Certification 16
Executive Vice President and Treasurer Certification 17
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION AND SUBSIDIARIES
COMBINED CONDENSED BALANCE SHEETS
(UNAUDITED) | |||
July 31, | October 31, | ||
ASSETS | 2003 | 2002 | |
Current Assets | |||
Cash and cash equivalents | |||
$ 428,354 | $ 261,311 | ||
Accounts receivable | 590,452 | 388,292 | |
Inventories | 152,395 | 247,460 | |
Prepaid expenses, principally insurance and real estate taxes | |||
791,552 | 918,210 | ||
Deferred operating costs | 1,433,807 | 2,275,784 | |
Total current assets | 3,396,560 | 4,091,057 | |
Cash held in escrow | 0 | 107,909 | |
Notes receivable noncurrent | 175,399 | 0 | |
Properties: | |||
Land, principally unimproved (19,580 and 19,714 acres respectively, per land ledger) | |||
2,034,766 | 1,867,352 | ||
Land improvements, buildings and equipment | 59,044,431 | 56,190,649 | |
61,079,197 | 58,058,011 | ||
Less accumulated depreciation and amortization | |||
38,624,398 | 37,611,139 | ||
22,454,799 | 20,446,862 | ||
$ 26,026,758 | $ 24,645,828 |
See accompanying notes to unaudited financial statements.
1
LIABILITIES AND SHAREHOLDERS' EQUITY
(UNAUDITED) | |||
July 31, | October 31, | ||
2003 | 2002 | ||
Current Liabilities: | |||
Notes payable - lines of credit | $551,000 | $600,000 | |
Current installments of: | |||
long-term debt and capital | 7,124,202 | 5,266,548 | |
Accounts and other payables | 596,983 | 913,825 | |
Accrued claims | 242,111 | 208,642 | |
Deferred income taxes | 1,133,016 | 796,000 | |
Accrued pension expense | 856,493 | 890,493 | |
Accrued liabilities | 735,834 | 631,913 | |
Deferred revenue | 568,851 | 698,242 | |
Total current liabilities | 11,808,490 | 10,005,663 | |
Long-term debt and capital lease obligations, less current installments | |||
3,571,451 | 2,783,257 | ||
Deferred income taxes | 463,000 | 1,110,000 | |
Other non-current liabilities | 16,874 | 28,756 | |
Deferred income non-current | 515,631 | 515,631 | |
Commitments and Contingencies | |||
Combined shareholders' equity: | |||
659,444 | 659,444 | ||
Capital in excess of stated value | 1,461,748 | 1,461,748 | |
Compensation recognized under | |||
200,900 | 0 | ||
Earnings retained in the business | 9,414,627 | 10,166,211 | |
11,736,719 | 12,287,403 | ||
LESS: Cost of 282,018 and 281,968 | |||
2,085,407 | 2,084,882 | ||
9,651,312 | 10,202,521 | ||
$ 26,026,758 | $ 24,645,828 |
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 | Nine Months Ended | ||||
July 31 | July 31 | July 31 | July 31 | ||
2003 | 2002 | 2003 | 2002 | ||
Revenues: | |||||
Ski operations | $ 0 | $ 0 | $10,269,983 | $10,015,075 | |
Real estate management | 807,688 | 710,664 | 2,446,903 | 2,400,461 | |
Summer recreation | |||||
686,452 | 812,444 | 920,205 | 1,177,079 | ||
Land resource management | 372,629 | 501,550 | 1,974,232 | 1,173,265 | |
Rental income | 511,179 | 466,069 | 1,509,402 | 1,412,009 | |
2,377,948 | 2,490,727 | 17,120,725 | 16,177,889 | ||
Costs and expenses: | |||||
Ski operations | 467,804 | 559,815 | 10,109,600 | 9,488,541 | |
Real estate management | 717,731 | 609,682 | 2,080,574 | 1,945,947 | |
Summer recreation | |||||
634,336 | 655,172 | 1,016,099 | 1,087,108 | ||
Land resource management | 205,058 | 196,271 | 800,701 | 298,767 | |
Rental operations | 2,248,100 | 220,073 | 3,019,019 | 675,940 | |
General & administrative expenses | |||||
246,470 | 67,593 | 839,921 | 563,855 | ||
4,519,499 | 2,308,606 | 17,865,914 | 14,060,158 | ||
(Loss) income from operations | (2,141,551) | 182,121 | (745,189) | 2,117,731 | |
Other income (expense): | |||||
Interest & other (expense)income | (8,881) | 5,684 | 4,077 | 22,017 | |
Interest expense | (103,789) | (87,894) | (320,472) | (282,992) | |
(112,670) | (82,210) | (316,395) | (260,975) | ||
(Loss) income before income taxes | |||||
(2,254,221) | 99,911 | (1,061,584) | 1,856,756 | ||
Provision (benefit) for income taxes | |||||
(783,000) | 90,535 | (310,000) | 573,258 | ||
| |||||
Net (loss) income | ($1,471,221) | $9,376 | ($751,584) | $1,283,498 | |
Basic and diluted (loss) earnings per weighted average combined share | |||||
($0.77) | $0.01 | ($0.39) | $0.67 |
See accompanying notes to unaudited financial statements.
3
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED CONDENSED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JULY 31, 2003 & 2002
(UNAUDITED)
2003 | 2002 | ||
Cash Flows From Operating Activities: | |||
Net (loss) income | ($ 751,584) | $1,283,498 | |
Adjustments to reconcile net (loss) | |||
income to net cash provided by | |||
operating activities: | |||
Depreciation and amortization | 1,897,831 | 1,758,883 | |
Deferred income taxes | (309,984) | 573,258 | |
Loss (gain) on sale of assets | 2,713 | (1,632) | |
Compensation cost under employee stock plans | 200,900 | 0 | |
Changes in assets and liabilities: | |||
Accounts receivable | (202,160) | (350,695) | |
Prepaid expenses and other current assets | 221,723 | (183,088) | |
Deferred operating costs | 600,058 | 520,560 | |
Notes receivable | (175,399) | 0 | |
Accounts payable & accrued liabilities | (225,334) | 85,230 | |
Deferred revenue | (129,391) | (61,234) | |
Net cash provided by operating activities | 1,129,373 | 3,624,780 | |
Cash Flows From Investing Activities: | |||
Proceeds from disposition of assets | 10,004 | 17,191 | |
Additions to properties | (2,664,788) | (1,710,401) | |
Cash held in escrow | 107,909 | 0 | |
Net cash used in investing activities | (2,546,875) | (1,693,210) | |
Cash flows From Financing Activities: | |||
Payment of short-term financing | (2,967,000) | (1,448,195) | |
Proceeds from short-term financing | 2,918,000 | 800,000 | |
Proceeds from long-term financing | 2,749,600 | 0 | |
Payment of long-term debt and capital lease obligations | |||
(1,115,530) | (579,791) | ||
Purchase of Treasury stock | (525) | (10,500) | |
Net cash provided by (used in) financing | |||
1,584,545 | (1,238,486) | ||
Net increase in cash and cash equivalents | 167,043 | 693,084 | |
Cash and cash equivalents, beginning of | |||
261,311 | 263,178 | ||
Cash and cash equivalents, end of period | $428,354 | $956,262 | |
Supplemental disclosures of cash flow | |||
Cash paid during period: | |||
Interest | $ 317,884 | $ 284,277 | |
Income taxes | $ 7,508 | $ 14,012 | |
Supplemental disclosure of non cash | |||
$ 1,011,778 | $ 0 |
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 July 31, 2003, and the results of operations and the statements of cash flows for the three and nine month periods ended July 31, 2003 and July 31, 2002.
Certain information and footnote disclosures have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These combined financial statements should be read in conjunction with the financial statements and notes thereto included in the Companies' Annual Report on Form 10-K for the year ended October 31, 2002.
2. The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. For example, unexpected changes in market conditions or a downturn in the economy could adversely affect actual results. Estimates are used in accounting for, among other things, inventory obsolescence, accounts and notes receivables, deferred operating costs, legal liability, insurance liability, depreciation, employee benefits, taxes, and contingencies. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the Combined Condensed Financial Statements in the period they are determined to be necessary.
Management believes that its accounting policies regarding accounts and notes receivable, deferred operating costs, long lived assets, revenue recognition and other reserves, among others, affect its more significant judgments and estimates used in the preparation of its Combined Condensed Financial Statements. For a description of these critical accounting policies and estimates, see Managements Discussion and Analysis of Financial Condition and Results of Operations. Management believes there have been no significant changes in the Companies critical accounting policies or estimates since the Companies fiscal year ended October 31, 2002.
3. The Companies account for notes receivable on a cost basis. Interest income is recorded on a monthly basis. Late payment fees are charged on overdue payment of principal and interest. Notes receivable are evaluated at origination and monitored on an ongoing basis for credit worthiness. Notes receivable are considered fully collectible by management and accordingly no allowance for loan losses is considered necessary. Any note 90 days past due is reviewed by management for write off.
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Accounts receivable are reported at net realizable value. Accounts are written off when they are determined to be uncollectible based upon managements assessment of individual accounts. The allowance for doubtful accounts, which is insignificant, is estimated based on the Companies historical losses and the financial stability of its customers.
4. The Companies and the subsidiaries, under SFAS No. 131, operate in four business segments - Ski Operations, Real Estate Management/Rental Operations, Summer Recreation Operations and Land Resource Management.
The results of operations for the nine months are not necessarily indicative of the results to be expected for 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, directly related to the Ski Operations that are incurred during the months of April through November are capitalized as deferred operating costs and recognized as revenue and operating expenses, ratably, over the ski operating season. Revenues and operating expenses of the Real Estate Management/Rental Operations, Summer Recreation Operations and Land Resource Management are as disclosed on the statement of operations.
Depreciation of ski facility fixed assets is calculated over the 12-month period. The expense is deferred until the operating period, at which time it will be recognized ratably.
5. The provision for income taxes for the three and nine months ended July 31, 2003 represents the estimated annual effective tax rate for the year ending October 31, 2003. The effective income tax rate for the first nine months of Fiscal 2003 was estimated at 34%.
6. Reclassifications have been made to the July 31, 2002 Combined Condensed Statement of Operations to reflect changes in presentation for the three and nine months ended July 31, 2003. Namely, Land Resource Management is reported as a separate segment of the Companies.
7. During Fiscal 1998, the Companies adopted an employee stock option plan, under which an officer was granted options to purchase shares of the Companies common stock. The exercise price on the 35,000 options is $6.75 and the original term was extended in February 2003 to July 1, 2008. In accordance with FASB Interpretation No. 44, Accounting for Certain Transaction involving Stock Compensation (FIN 44), the extension of the life of the award requires a new measurement of compensation as if the award was newly granted. Because the exercise price was less than the current fair market value at the date of grant, compensation cost of $122,900, net of tax has been recognized in the combined condensed statement of operations. During Fiscal 2002, additional corporate officers were granted stock options in varying amounts for a total of 11,000 shares, all expiring December 10, 2006. Additionally, on December 2, 2002, six key employees were granted stock options totaling 18,000 shares, due to expire on December 2, 2007.
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The Companies elected to follow APB Opinion No. 25, "Accounting for Stock Issued to Employees," in accounting for its employee stock options as permitted by SFAS No. 123, "Accounting for Stock-Based Compensation", and SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Under APB No. 25, because the exercise price of the employee stock options equals the estimated fair market value of the Companies' underlying stock on the date of the grant, no compensation expense is recognized.
The following table illustrates the effect on net income and earnings per share as if the fair value based method had been applied to all outstanding awards in each period.
Three Months Ended | Nine Months Ended | |||
7/31/03 | 7/31/02 | 7/31/03 | 7/31/02 | |
Net (loss) income, as | ||||
Reported | ($1,471,221) | $ 9,376 | ($751,584) | $1,283,498 |
Add: Stock-based employee | ||||
compensation expense | ||||
included in reported | ||||
net (loss) income, | ||||
net of related tax | ||||
effects | - | - | 122,900 | - |
Deduct: Total stock- | ||||
based employee | ||||
compensation expense | ||||
determined under fair | ||||
value based method | ||||
for all awards, net | ||||
of tax effects | (85,466) | (27,425) | (256,397) | (82,276) |
Pro forma net (loss) income | ($1,556,687) | ($18,049) | ($885,081) | $1,201,222 |
Basic (loss) earnings | ||||
per share: | ||||
As reported | ($ 0.77) | $ 0.63 | ($ 0.39) | $ 0.66 |
Pro forma | ($ 0.81) | ($ 0.01) | ($ 0.46) | $ 0.63 |
Diluted (loss) earnings | ||||
per share: | ||||
As reported | ($ 0.77) | $ 0.63 | ($ 0.39) | $ 0.66 |
Pro forma | ($ 0.81) | ($ 0.01) | ($ 0.46) | $ 0.63 |
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Critical Accounting Policies
The most sensitive estimates affecting the combined condensed financial statements include managements estimate of deferred operating costs and net deferred tax assets and liabilities, the valuation of long-lived assets and recognition of deferred revenues.
Revenues are derived from a wide variety of sources, including sales of lift tickets, ski school tuition, dining, retail stores, equipment rental, property management services, timbering and other recreational activities. Revenues are recognized as services are performed.
Timbering revenues from stumpage contracts are recognized in accordance with Staff Accounting Bulleting No. 101 Revenue Recognition, (SAB 101). At the time a stumpage contract is signed, the risk of ownership has been passed to the buyer at
a fixed, determinable cost. Reasonable assurance of collectibility has been determined by the date of signing, and the few obligations of the Companies have already been met. Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 101 guidance.
Managements estimate of deferred operating costs is primarily based on deferring costs directly related to ski operations in order to match those costs to the period in which ski operating revenues are recognized. Ski operating revenues are recognized principally over the months of December through March. Therefore, deferred operating costs are ratably expensed over the same period in order to maintain the consistent application of the matching principle over each operating cycle. The capitalized costs consist principally of depreciation, insurance, real estate taxes, advertising, repairs, maintenance and supplies.
Managements estimate of deferred tax assets and liabilities is primarily based on the difference between the tax basis and financial reporting basis of depreciable assets, like-kind exchanges of assets, accruals, deferred operating costs and deferred revenues.
The Companies valuation of long-lived assets, namely, properties is based on historical cost. Depreciation and amortization is provided principally using the straight-line method over the estimated useful life of the class of property. Upon sale or retirement of depreciable property, the cost and related accumulated depreciation are removed from the related accounts, and resulting gains or losses are reflected in income.
Interest, real estate taxes, and insurance costs, including those costs associated with holding unimproved land, are normally charged to expense as incurred. Costs of land development, such as surveyor and consultant fees are capitalized as land costs. Interest cost incurred during construction of facilities is capitalized as part of the cost of such facilities. Maintenance and repairs are charged to expense, and major renewals and betterments are added to property accounts.
Impairment losses are recognized in operating income, as they are determined. The Companies review their long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In that event, the Companies calculate the expected future net cash flows to be
8
generated by the asset. If those net future cash flows are less than the carrying value of the asset, an impairment loss is recognized in operating income. The impairment loss is the difference between the carrying value and the fair value of the asset. No such losses were recognized as of July 31, 2003.
Deferred revenue consists of revenue billed in advance for services and dues that are not yet earned. Revenue billed in advance for services consists of season lift tickets and advance ticket sales and gift certificates for the ski resorts. The Companies recognize revenue billed in advance ratably over the principal months of the ski season, December through March. Dues that are not yet earned consist of rents related to our commercial properties that have been paid in advance, and dues related to memberships in our hunting and fishing clubs paid in advance. The Companies recognize revenue related to the hunting and fishing clubs over the one-year period that the dues cover.
Results of Operations
Operations for the three and nine months ended July 31, 2003 resulted in a net loss of ($0.77) and ($0.39) per combined share compared to a net income of $.01 and $.67 per combined share for the three and nine months ended July 31, 2002.
Combined revenue of $2,377,948 and $17,120,725 for the three and nine months ended July 31, 2003 represents a decrease of $112,779 and an increase of $942,836 as compared to the three and nine months ended July 31, 2002. Ski Operations remained unchanged at $0 for the three months ended July 31, 2003 and increased $254,908 for the nine months ended July 31, 2003. Real Estate Management increased $97,024 and $46,442 for the three and nine months ended July 31, 2003 as compared to the three and nine months ended July 31, 2002. Summer Recreation Operations decreased $125,992 and $256,874 for the three and nine months ended July 31, 2003 as compared to the three and nine months ended July 31, 2002. Land resource management decreased $128,921 and increased $800,967 for the three and nine months ended July 31, 2003 as compared to the three and nine months ended July 31, 2002. Rental income increased $45,110 and $97,393 for the three and nine months ended July 31, 2003 as compared to the three and nine months ended July 31 2002.
Ski operations increase of $254,908 in revenue for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002 was due to an increase in lift and season pass revenue (10%), rental shop revenue (40%), food revenue (14%), and retail revenue (36%).
Real Estate Management increase was due to an increase in the tower rental revenue.
Summer recreation operations decreased $256,874 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This decrease was the result of a decrease in Splatter revenue (22%), Traxx revenue (51%), Campground revenue (9%), and the Irish Festival (12%) The decrease in Traxx revenue is a result of the discontinuation of snocross snow mobile rentals. The decrease in the Irish Festival was due to inclement weather.
9
Land resource management increased $800,967 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This is a new business segment that wasnt operational until the second quarter of fiscal 2002. This segment relates to the sale and purchasing of land and harvesting timber.
Rental operations increased $97,393 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This increase is attributable to increased rental income from the Dreshertown Shopping Plaza.
Ski operating costs increased by $621,509 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This increase was mainly due to an increase in salaries and wages (28%), utilities (19%), insurance (19%) and depreciation (37%).
Real estate management operating expenses increased $134,627 for the nine months ended July 31, 2003 as compared to the nine months ended July, 31, 2002. The majority of this increase (71%) was attributable to professional fees related to land sales and development.
Summer recreation operating expenses decreased $71,009 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This decrease is mainly due to a reduction in salaries & wages.
Land resource management operating expenses increased $501,934 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This is a new business segment that wasnt operational until the second quarter of fiscal 2002.
Rental operating expense increased $2,343,079 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This increase was the result of a buyout of the management contract for the Dreshertown Plaza. The buyout amounted to $1,900,000 and was financed through a short-term financing for the same amount included in the current installments of long-term debt in the July 31, 2003 combined condensed balance sheet. This borrowing matures on October 31, 2003.
General and Administrative expenses increased $276,066 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This increase was due primarily to the recognition of compensation cost related to extending the term of certain stock options under the employee stock plans.
Interest expense increased $37,480 for the nine months ended July 31, 2003 as compared to the nine months ended July 31, 2002. This increase is attributable to an additional line of credit for land resource management purposes (16%), interest on the new D lift at Jack Frost Mountain loan (50%), interest on the capital leases for the groomers and compressors at both ski areas (30%) and interest on investment properties (6%). These increases were also offset by a paydown on existing debt and a reduction in the prime interest rate.
10
Financial Condition, Liquidity and Capital Resources
The deficit in working capital as of July 31, 2003, increased by $2,497,324 as compared to October 31, 2002. The increase is primarily due to the cyclical nature of the Companies business and the current status of debt maturities. The change in the balance of deferred operating costs from October 31, 2002 to July 31, 2003 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.
Management is currently reviewing several proposals for long-term refinancing of the Dreshertown Shopping Center mortgage note payable. Management intends to borrow the maximum amount available based upon appraisal of property. Proceeds will be used for payment of the $1.9 million short term note, the $4.4 million current outstanding note payable and the excess will be used for real estate development at the ski areas. The $1.9 million short term note used for the buyout of the Dreshertown Management Company has a maturity date of October 31, 2003 and management intends to pay the note on or before this date.
The Companies have mortgaged seven investment properties totaling $849,600 with Manufacturers Traders Trust Company repayable over 5 years with interest of 3.439% fixed for one year after which it will be adjusted. The funds will be utilized for real estate development and debt service will be funded by the rental income from the properties.
Management has obtained two new lines of credit with Manufacturers and Traders Trust Company totaling $3.1 million pursuant to the termination of its two lines of credit with PNC Bank, N.A. The $2.1 million line is used for general operation and the $1 million line was secured for real estate transactions. The terms are the same as previously with PNC Bank, N.A.
Moving Forward
During Fiscal 2003 the Companies will actively pursue land sales and purchases and will offer financing to attract new land sale customers. The Companies will continue to generate timbering revenues from selective harvesting of timber.
Management is organizing a subsidiary company Boulder Creek Resort Company. This new company will be used as a marketing tool to consolidate and brand the Companies holdings as one resort destination and to facilitate the land sales division.
The Companies are planning further real estate development of single and multi family dwellings at our ski resorts. Management is in the initial stages of the developments and is preparing sub-division plans. The initial capital for the real estate development will be derived from refinancing equity in the Dreshertown Shopping Center.
Management is currently considering entertaining potential buyers to purchase Dreshertown Plaza Shopping Center. The mortgage note payable on the Dreshertown Plaza approximating $4,437,000 is classified as a current obligation with a maturity date of November 30, 2003. An extension of three (3) months was granted by the bank. If a bona fide offer to purchase the shopping center is not accepted prior to maturity, management intends to refinance the current mortgage note payable.
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Management has established a $150,000 accrual specific to the remediation of an environmental issue discovered at Dreshertown Shopping Plaza. The accrual is based on an estimate provided by environmental clean-up consultants and is recorded as a current accrued liability in the July 31, 2003 combined condensed balance sheet. Remediation is expected to occur within the next fiscal year.
The Companies have negotiated a more favorable management agreement for the Dreshertown Shopping Center with KRC Property Management, a subsidiary of Kimco Realty Corporation, the Companies majority shareholder. KRC will be paid a fixed monthly fee equal to 4.5% of rental income and also leasing commissions for new leases, lease expansions and renewals. The property is currently 100% leased.
Item 4. Controls and Procedures
Within the 90 days prior to the date of this report, the Companies carried out an evaluation, under the supervision and with the participation of its management, including its President and Chief Executive Officer and its Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934. Based upon that evaluation, the President and Chief Executive Officer, and Chief Financial Officer have concluded that the Companies disclosure controls and procedures are effective in timely alerting them to material information relating to the Companies that is required to be included in the Companies periodic SEC filings.
There have been no significant changes in the Companies internal controls or in any factors that could significantly affect the controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
99.1 Certification of chief executive officer
99.2 Certification of chief financial officer
(b) Reports on Form 8-K
None.
The Companies have no matters to report with respect to Items 1, 2, 3 and 5.
12
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)
/S/_Eldon D. Dietterick_______________
Eldon D. Dietterick
Executive Vice President/Treasurer
/S/_Cynthia A. Barron_________________
Cynthia A. Barron
Chief Accounting Officer
Date: August 26, 2003
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CERTIFICATION*
I, Patrick M. Flynn, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Real Estate Company and Big Boulder Corporation (together, the registrants);
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this quarterly report;
Date: August 26, 2003
/S/_Patrick M. Flynn______________
Patrick M. Flynn
Chief Executive Officer and President
_____________
* Pursuant to the transition provisions of Release No. 34-46427 (Aug. 28, 2002), the portions of this certification required by paragraphs (b)(4), (5) and (6) of Exchange Act Rule 13a-14 are inapplicable to this quarterly report. Accordingly, the portions have been omitted from this certification.
14
CERTIFICATION*
I, Eldon D. Dietterick, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Real Estate Company and Big Boulder Corporation (together, the registrants);
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrants as of, and for, the periods presented in this quarterly report;
Date: August 26, 2003
/S/_Eldon D. Dietterick_______
Eldon D. Dietterick
Executive Vice President and Treasurer (chief financial officer)
_____________
* Pursuant to the transition provisions of Release No. 34-46427 (Aug. 28, 2002), the portions of this certification required by paragraphs (b)(4), (5) and (6) of Exchange Act Rule 13a-14 are inapplicable to this quarterly report. Accordingly, the portions have been omitted from this certification.
15
CERTIFICATION
I, PATRICK M. FLYNN, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Real Estate Company/Big Boulder Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 45 days prior to the filing date of this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrants other certifying officers, and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
August 26, 2003
/S/_Patrick M. Flynn__________
Patrick M. Flynn, President
16
CERTIFICATION
I, ELDON D. DIETTERICK, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Blue Ridge Real Estate Company/Big Boulder Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respect the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrants disclosure controls and procedures as of a date within 45 days prior to the filing date of this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrants other certifying officers, and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrants ability to record, process, summarize and report financial data and have identified for the registrants auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls; and
6. The registrants other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
August 26, 2003
/S/__Eldon D. Dietterick______
Eldon D. Dietterick
Executive Vice President and Treasurer
17