Exhibit 99 (b)
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
AND
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED BALANCE SHEETS
"Pro Forma on Sale of Dreshertown Shopping Plaza"
UNAUDITED
| | | 10/31/03 |
| | Pro Forma | Pro Forma |
ASSETS | 10/31/03 | Adjustments | Results |
Current Assets: | | | |
Cash and cash equivalents (all funds are interest bearing) | $178,315 | | $178,315 |
Accounts receivable and notes receivable | 705,408 | 13,557 | 718,965 |
Inventories | 295,828 | | 295,828 |
Prepaid expenses and other current assets | 822,537 | (130,737) | 691,800 |
Deferred operating costs | 2,509,778 | | 2,509,778 |
Total current assets | 4,511,866 | (117,180) | 4,394,686 |
Cash held in escrow | 309,308 | 8,043,887 | 8,353,195 |
Notes receivable noncurrent | 353,238 | 0 | 353,238 |
Properties: | | | |
Land held for investment, principally unimproved (14,389 | | | |
acres per land ledger) | 1,791,594 | | 1,791,594 |
Land and land development costs(5,124 acres per land ledger) | 918,860 | | 918,860 |
Land improvements, buildings and equipment | 53,309,527 | (5,566,382) | 47,743,145 |
| 56,019,981 | (5,566,382) | 50,453,599 |
Less accumulated depreciation and amortization | 35,944,275 | (3,139,015) | 32,805,260 |
| 20,075,706 | (2,427,368) | 17,648,338 |
Assets held for sale | 2,710,292 | 0 | 2,710,292 |
| $27,960,410 | $5,499,340 | $33,459,750 |
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1
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
AND
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED BALANCE SHEETS (Continued)
"Pro Forma on Sale of Dreshertown Shopping Plaza"
UNAUDITED
| | | 10/31/03 |
| | Pro Forma | Pro Forma |
LIABILITIES AND SHAREHOLDERS' EQUITY | 10/31/03 | Adjustments | Results |
Current Liabilities: | | | |
Notes payable - line of credit | $1,188,000 | | $1,188,000 |
Current installments of long-term debt and capital lease obligations | 7,101,661 | (6,193,000) | 908,661 |
Accounts and other payables | 979,509 | | 979,509 |
Accrued claims | 250,942 | | 250,942 |
Deferred revenue | 737,533 | | 737,533 |
Accrued pension expense | 733,710 | | 733,710 |
Accrued liabilities | 824,998 | (279,132) | 545,866 |
Deferred income taxes | 832,000 | | 832,000 |
Total current liabilities | 12,648,353 | (6,472,132) | 6,176,221 |
Long-term debt and capital lease obligations, less current installments | 3,889,095 | | 3,889,095 |
Deferred income non-current | 515,631 | | 515,631 |
Other non-current liabilities | 12,572 | | 12,572 |
Deferred income taxes | 1,371,000 | 5,366,774 | 6,737,774 |
Commitments and contingencies | | | |
Combined shareholders' equity: | | | |
Capital stock, without par value, stated value $.30 per | | | |
combined share, Blue Ridge and Big Boulder each | | | |
authorized 3,000,000 shares, each issued 2,198,148 shares | 659,444 | | 659,444 |
Capital in excess of stated value | 1,461,748 | | 1,461,748 |
Compensation recognized under employee stock plans | 200,900 | | 200,900 |
Earnings retained in the business | 9,287,074 | 6,604,698 | 15,891,772 |
| 11,609,166 | 6,604,698 | 18,213,864 |
| | | |
Less cost of 282,018 shares of capital stock in treasury as of October 31, 2003. | 2,085,407 | | 2,085,407 |
| 9,523,759 | 6,604,698 | 16,128,457 |
| $27,960,410 | $5,499,340 | $33,459,750 |
<PAGE>
2
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
AND
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED STATEMENTS OF OPERATIONS AND EARNINGS RETAINED IN THE BUSINESS
"Pro Forma on Sale of Dreshertown Shopping Plaza"
UNAUDITED
| | | | 10/31/03 |
| | Pro Forma | | Pro Forma |
| 10/31/03 | Adjustments | | Results |
Revenues: | | | | |
Ski operations | $10,269,984 | | | $10,269,984 |
Real estate management | 3,129,394 | | | 3,129,394 |
Summer recreation operations | 1,876,724 | | | 1,876,724 |
Land resource management | 2,620,907 | | | 2,620,907 |
Rental income | 1,964,609 | (1,696,222) | A | 268,387 |
| 19,861,618 | (1,696,222) | | 18,165,396 |
Costs and expenses: | | | | |
Ski operations | 10,669,427 | | | 10,669,427 |
Real estate management | 2,750,152 | | | 2,750,152 |
Summer recreation operations | 1,738,786 | | | 1,738,786 |
Land resource management | 585,137 | | | 585,137 |
Rental income | 3,256,216 | (2,921,277) | B | 334,939 |
General and administration | 1,055,746 | | | 1,055,746 |
| 20,055,464 | (2,921,277) | | 17,134,187 |
(Loss) income from operations | (193,846) | 1,225,055 | | 1,031,209 |
| | | | |
Other income (expense): | | | | |
Interest and other income | 22,475 | 12,026,867 | C | 12,049,342 |
Interest expense | (424,766) | 165,012 | D | (259,754) |
| (402,291) | 12,191,879 | | 11,789,588 |
| | | | |
(Loss) income before income taxes | (596,137) | 13,416,934 | | 12,820,797 |
| | | | |
Provision (credit) for income taxes: | | | | |
Current | (14,000) | | | (14,000) |
Deferred | 297,000 | 5,366,774 | E | 5,663,774 |
| 283,000 | 5,366,774 | | 5,649,774 |
| | | | |
Net (loss) income | (879,137) | 8,050,160 | | 7,171,023 |
| | | | |
Earnings retained in business | | | | |
Beginning of year | 10,166,211 | | | 10,166,211 |
End of year | $9,287,074 | | | $17,337,234 |
| | | | |
Basic (loss) earnings per weighted average combined share based on 1,916,130 shares outstanding: | ($0.45) | | | $3.75 |
Diluted (loss) earnings per weighted average Combined share based on 1,935,244 shares outstanding: | ($0.45) | | | $3.71 |
Notes to unaudited Pro forma combined statement of operations and Earnings retained in the business:
(A) Entry represents reduction in revenue assuming Dreshertown sale occurred November 1, 2002.
(B) Entry represents reduction in expenses and expenses related to the sale assuming the transaction occurred November 1, 2002.
(C) Entry represents pretax gain on the sale of the asset.
(D) Entry represents the reduction in interest expense assuming the sale occurred November 1, 2002.
(E) Entry represents the deferred tax provision calculated at the effective income tax rate of 40%.
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3
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
AND
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED BALANCE SHEETS
"Pro Forma on Sale of Dreshertown Shopping Plaza"
UNAUDITED
| | | 1/31/04 |
| | Pro Forma | Pro Forma |
ASSETS | 1/31/04 | Adjustments | Results |
Current Assets: | | | |
Cash and cash equivalents (all funds are interest bearing) | $274,487 | | $274,487 |
Accounts receivable and notes receivable | 746,630 | 13,557 | 760,187 |
Inventories | 259,869 | | 259,869 |
Prepaid expenses and other current assets | 874,581 | (130,737) | 743,844 |
Deferred operating costs | 1,329,799 | | 1,329,799 |
Total current assets | 3,485,366 | (117,180) | 3,368,186 |
Cash held in escrow | 526,039 | 8,043,887 | 8,569,926 |
Notes receivable noncurrent | 403,606 | 0 | 403,606 |
Properties: | | | |
Land held for investment, principally unimproved (14,389 | | | |
acres per land ledger) | 1,966,306 | | 1,966,306 |
Land and land development costs(5,124 acres per land ledger) | 1,330,733 | | 1,330,733 |
Land improvements, buildings and equipment | 53,938,803 | (5,566,382) | 48,372,421 |
| 57,235,842 | (5,566,382) | 51,669,460 |
Less accumulated depreciation and amortization | 36,296,177 | (3,139,015) | 33,157,162 |
| 20,939,665 | (2,427,368) | 18,512,297 |
Assets held for sale | 2,710,292 | 0 | 2,710,292 |
| $28,064,968 | $5,499,340 | $33,564,308 |
<PAGE>
4
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
AND
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED BALANCE SHEETS (Continued)
"Pro Forma on Sale of Dreshertown Shopping Plaza"
UNAUDITED
| | | 1/31/04 |
| | Pro Forma | Pro Forma |
LIABILITIES AND SHAREHOLDERS' EQUITY | 1/31/04 | Adjustments | Results |
Current Liabilities: | | | |
Notes payable - line of credit | $786,000 | | $786,000 |
Current installments of long-term debt and capital lease obligations | 7,099,819 | (6,193,000) | 906,819 |
Accounts and other payables | 1,038,525 | | 1,038,525 |
Accrued claims | 226,942 | | 226,942 |
Deferred revenue | 699,205 | | 699,205 |
Accrued pension expense | 795,705 | | 795,705 |
Accrued liabilities | 1,022,223 | (279,132) | 743,091 |
Deferred income taxes | 917,000 | | 917,000 |
Total current liabilities | 12,585,419 | (6,472,132) | 6,113,287 |
Long-term debt and capital lease obligations, less current installments | 3,925,373 | | 3,925,373 |
Deferred income non-current | 515,631 | | 515,631 |
Other non-current liabilities | 16,770 | | 16,770 |
Deferred income taxes | 1,371,000 | 4,715,499 | 6,086,499 |
Commitments and contingencies | | | |
Combined shareholders' equity: | | | |
Capital stock, without par value, stated value $.30 per | | | |
combined share, Blue Ridge and Big Boulder each | | | |
authorized 3,000,000 shares, each issued 2,198,148 shares | 659,444 | | 659,444 |
Capital in excess of stated value | 1,461,748 | | 1,461,748 |
Compensation recognized under employee stock plans | 200,900 | | 200,900 |
Earnings retained in the business | 9,414,090 | 7,255,973 | 16,670,063 |
| 11,736,182 | 7,255,973 | 18,992,155 |
| | | |
Less cost of 282,018 shares of capital stock in treasury as of January 31, 2004. | 2,085,407 | | 2,085,407 |
| 9,650,775 | 7,255,973 | 16,906,748 |
| $28,064,968 | $5,499,340 | $33,564,308 |
<PAGE>
5
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
AND
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED STATEMENTS OF OPERATIONS AND EARNINGS RETAINED IN THE BUSINESS
"Pro Forma on Sale of Dreshertown Shopping Plaza"
UNAUDITED
| | | | 1/31/04 |
| | Pro Forma | | Pro Forma |
| 1/31/04 | Adjustments | | Results |
Revenues: | | | | |
Ski operations | 4,907,632 | | | 4,907,632 |
Real estate management | 884,228 | | | 884,228 |
Summer recreation operations | 104,752 | | | 104,752 |
Land resource management | 667,876 | | | 667,876 |
Rental income | 493,403 | (460,527) | A | 32,876 |
| 7,057,891 | (460,527) | | 6,597,364 |
Costs and expenses: | | | | |
Ski operations | 5,105,414 | | | 5,105,414 |
Real estate management | 814,088 | | | 814,088 |
Summer recreation operations | 181,897 | | | 181,897 |
Land resource management | 116,302 | | | 116,302 |
Rental income | 264,359 | (172,678) | B | 91,681 |
General and administration | 207,811 | | | 207,811 |
| 6,689,791 | (172,678) | | 6,517,113 |
(Loss) income from operations | 368,100 | (287,849) | | 80,251 |
| | | | |
Other income (expense): | | | | |
Interest and other income | 1,624 | 12,026,867 | C | 12,028,491 |
Interest expense | (157,708) | 49,728 | D | (107,980) |
| (156,084) | 12,076,595 | | 11,920,511 |
| | | | |
(Loss) income before income taxes | 212,016 | 11,788,747 | | 12,000,763 |
| | | | |
Provision (credit) for income taxes: | | | | |
Current | 85,000 | | | 85,000 |
Deferred | | 4,715,499 | E | 4,715,499 |
| 85,000 | 4,715,499 | | 4,800,499 |
| | | | |
Net (loss) income | 127,016 | 7,073,248 | | 7,200,264 |
| | | | |
Earnings retained in business | | | | |
Beginning of year | 9,287,074 | | | 9,287,074 |
End of year | $9,414,090 | | | $16,487,338 |
| | | | |
Basic (loss) earnings per weighted average combined share based on 1,916,130 shares outstanding: | $0.07 | | | $3.76 |
Diluted (loss) earnings per weighted average Combined share based on 1,941,656 shares outstanding: | $0.07 | | | $3.71 |
Notes to unaudited Pro forma combined statement of operations and Earnings retained in the business:
(A) Entry represents reduction in revenue assuming Dreshertown sale occurred November 1, 2003.
(B) Entry represents reduction in expenses and expenses related to the sale assuming the transaction occurred November 1, 2003.
(C) Entry represents pretax gain on the sale of the asset.
(D) Entry represents the reduction in interest expense assuming the sale occurred November 1, 2003.
(E) Entry represents the deferred tax provision calculated at the effective income tax rate of 40%.
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6