Exhibit 99.1
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
AND
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED BALANCE SHEETS
“Pro Forma on Sale of Oxbridge Square Shopping Center”
UNAUDITED
| | | | | | | | | | | | |
| | | | | | | | | | 4/30/06 |
| | | | | | | | | | Pro Forma |
ASSETS | | 4/30/06 | | Adjustments | | Results |
|
Current Assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 312,630 | | | ($ | 381,741 | ) | | ($ | 69,111 | ) |
Accounts receivable and mortgages receivable | | | 355,120 | | | | (39,499 | ) | | | 315,621 | |
Accounts receivable — ski tenant | | | 151,430 | | | | 0 | | | | 151,430 | |
Prepaid expenses and other current assets | | | 678,659 | | | | 0 | | | | 678,659 | |
Deferred tax asset | | | 123,000 | | | | (69,399 | ) | | | 53,601 | |
Net investment in direct financing leases | | | 330,267 | | | | 0 | | | | 330,267 | |
| | |
Total current assets | | | 1,951,106 | | | | (490,639 | ) | | | 1,460,467 | |
| | |
Net investment in direct financing leases noncurrent | | | 8,625,381 | | | | 10,937,356 | | | | 19,562,737 | |
| | |
Mortgages receivable noncurrent | | | 51,040 | | | | 0 | | | | 51,040 | |
| | |
Land and land development costs (5,124 acres per land ledger) | | | 20,560,287 | | | | 0 | | | | 20,560,287 | |
| | |
Properties: | | | | | | | | | | | | |
Land held for investment, principally unimproved (12,145 acres per land ledger) | | | 6,511,887 | | | | (1,829,327 | ) | | | 4,682,560 | |
Land improvements, buildings and equipment — commercial | | | 26,603,887 | | | | (7,966,225 | ) | | | 18,637,662 | |
Land improvements, buildings and equipment | | | 3,249,697 | | | | 0 | | | | 3,249,697 | |
| | |
| | | 36,365,471 | | | | (9,795,553 | ) | | | 26,569,918 | |
Less accumulated depreciation and amortization | | | 9,147,789 | | | | 401,276 | | | | 8,746,513 | |
| | |
| | | 27,217,682 | | | | (9,394,276 | ) | | | 17,823,406 | |
| | |
Assets held to be used | | | 0 | | | | 0 | | | | 0 | |
| | |
| | $ | 58,405,496 | | | $ | 1,052,440 | | | $ | 59,457,936 | |
| | |
| | | | | | | | | | | | |
| | | | | | | | | | 4/30/06 |
| | | | | | | | | | Pro Forma |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | 4/30/06 | | Adjustments | | Results |
|
Current Liabilities: | | | | | | | | | | | | |
Notes payable — line of credit | | $ | 2,007,094 | | | $ | 0 | | | $ | 2,007,094 | |
Current installments of long-term debt | | | 1,114,731 | | | | 0 | | | | 1,114,731 | |
Accounts payable | | | 802,526 | | | | (110,911 | ) | | | 691,615 | |
Accrued claims | | | 64,148 | | | | 4,902 | | | | 69,050 | |
Deferred revenue | | | 755,877 | | | | 0 | | | | 755,877 | |
| | | | | | | | | | | | |
| | | | | | | | | | 4/30/06 |
| | | | | | | | | | Pro Forma |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | 4/30/06 | | Adjustments | | Results |
|
Accrued pension expense | | | 526,434 | | | | 0 | | | | 526,434 | |
Amounts due to related parties | | | 216,876 | | | | 0 | | | | 216,876 | |
Accrued liabilities | | | 623,119 | | | | 0 | | | | 623,119 | |
| | |
Total current liabilities | | | 6,110,805 | | | | (106,009 | ) | | | 6,004,796 | |
| | |
Long-term debt, less current installments | | | 12,596,895 | | | | (3,733,470 | ) | | | 8,863,425 | |
| | |
Deferred income non-current | | | 515,631 | | | | 0 | | | | 515,631 | |
| | |
Other non-current liabilities | | | 0 | | | | 0 | | | | 0 | |
| | |
Accrued minimum pension liability | | | 91,500 | | | | 0 | | | | 91,500 | |
| | |
Deferred income taxes | | | 4,907,274 | | | | 2,067,360 | | | | 6,974,634 | |
| | |
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 2,690,042 | | | 807,011 | | | | 0 | | | | 807,011 | |
Capital in excess of stated value | | | 19,038,671 | | | | 0 | | | | 19,038,671 | |
Compensation recognized under employee stock plans | | | | | | | 0 | | | | 0 | |
Accumulated other comprehensive loss | | | (54,500 | ) | | | 0 | | | | (54,500 | ) |
Earnings retained in the business | | | 16,477,616 | | | | 2,824,558 | | | | 19,302,174 | |
| | |
| | | 36,268,798 | | | | 2,824,558 | | | | 39,093,356 | |
| | | | | | | | | | | | |
Less cost of 282,018 shares of capital stock in treasury | | | 2,085,407 | | | | 0 | | | | 2,085,407 | |
| | |
| | | 34,183,391 | | | | 3,101,039 | | | | 37,007,949 | |
| | |
| | $ | 58,405,496 | | | $ | 1,328,921 | | | $ | 59,457,936 | |
| | |
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 Oxbridge Square Shopping Center”
UNAUDITED
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 4/30/06 |
| | | | | | Pro Forma | | | | | | Pro Forma |
| | 4/30/06 | | Adjustments | | | | | | Results |
|
Revenues: | | | | | | | | | | | | | | | | |
Real estate management | | $ | 2,433,284 | | | | | | | | | | | $ | 2,433,284 | |
Summer recreation operations | | | 400 | | | | | | | | | | | | 400 | |
Land resource management | | | 533,526 | | | | | | | | | | | | 533,526 | |
Rental income | | | 1,392,110 | | | | (727,379 | ) | | | A | | | | 664,731 | |
| | |
| | | 4,359,320 | | | | (727,379 | ) | | | | | | | 3,631,941 | |
| | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Real estate management | | | 2,616,366 | | | | | | | | | | | | 2,616,366 | |
Summer recreation operations | | | 81,167 | | | | | | | | | | | | 81,167 | |
Land resource management | | | 701,409 | | | | | | | | | | | | 701,409 | |
Rental income | | | 940,004 | | | | (250,486 | ) | | | B | | | | 689,518 | |
General and administration | | | 924,089 | | | | | | | | | | | | 924,089 | |
Asset impairment loss | | | 0 | | | | | | | | | | | | 0 | |
| | |
| | | 5,263,035 | | | | (250,486 | ) | | | | | | | 5,012,549 | |
| | |
(Loss) income from continuing operations | | | (903,715 | ) | | | (476,894 | ) | | | | | | | (1,380,609 | ) |
| | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest and other income | | | (7,821 | ) | | | 5,236,890 | | | | C | | | | 5,229,069 | |
Interest expense | | | (433,217 | ) | | | 131,921 | | | | D | | | | (301,296 | ) |
| | |
| | | (441,038 | ) | | | 5,368,812 | | | | | | | | 4,927,774 | |
| | |
| | | | | | | | | | | | | | | | |
(Loss) income from continuing operations before income taxes | | | (1,344,753 | ) | | | 4,891,918 | | | | | | | | 3,547,165 | |
| | |
| | | | | | | | | | | | | | | | |
(Benefit) provision for income taxes | | | (532,126 | ) | | | 1,956,767 | | | | E | | | | 1,424,641 | |
| | |
| | | | | | | | | | | | | | | | |
Net (loss) income before discontinued operations | | | (812,627 | ) | | | 2,935,151 | | | | | | | | 2,122,524 | |
| | |
| | | | | | | | | | | | | | | | |
Discontinued operations | | | (279,938 | ) | | | 0 | | | | | | | | (279,938 | ) |
| | | | | | | | | | | | | | | | |
Provision (benefit) for income taxes on discontinued operations | | | (105,000 | ) | | | 0 | | | | | | | | (105,000 | ) |
| | |
| | | | | | | | | | | | | | | | |
Net income (loss) from discontinued operations | | | (174,938 | ) | | | 0 | | | | | | | | (174,938 | ) |
| | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 4/30/06 |
| | | | | | Pro Forma | | | | | | Pro Forma |
| | 4/30/06 | | Adjustments | | | | | | Results |
|
Net (loss) income | | ($ | 987,565 | ) | | $ | 2,935,151 | | | | | | | $ | 1,947,586 | |
| | |
| | | | | | | | | | | | | | | | |
Basic (loss) earnings per weighted average combined share: | | | | | | | | | | | | | | | | |
Net (loss) income before discontinued operations | | ($ | 0.34 | ) | | | | | | | | | | $ | 0.89 | |
Net (loss) income from discontinued operations | | ($ | 0.07 | ) | | | | | | | | | | ($ | 0.07 | ) |
| | | | | | | | | | | | | | |
Net (loss) income | | ($ | 0.41 | ) | | | | | | | | | | $ | 0.82 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted (loss) earnings per weighted average combined share: | | | | | | | | | | | | | | | | |
Net (loss) income before discontinued operations | | ($ | 0.34 | ) | | | | | | | | | | $ | 0.86 | |
Net (loss) income from discontinued operations | | ($ | 0.07 | ) | | | | | | | | | | ($ | 0.07 | ) |
| | | | | | | | | | | | | | |
Net (loss) income | | ($ | 0.41 | ) | | | | | | | | | | $ | 0.79 | |
| | | | | | | | | | | | | | |
Notes to unaudited pro forma combined statement of operations and earnings retained in the business:
(A) Entry represents reduction in revenue assuming Oxbridge Square sale occurred November 1, 2005.
(B) Entry represents reduction in expenses and expenses related to the sale assuming the transaction occurred November 1, 2005.
(C) Entry represents pretax gain on sale of asset.
(D) Entry represents reduction in interest expense assuming the sale occurred November 1, 2005.
(E) Entry represents the deferred tax provision calculated at the effective income tax rate of 40%.
COMBINED BALANCE SHEETS
“Pro Forma on Sale of Oxbridge Square Shopping Center”
UNAUDITED
| | | | | | | | | | | | |
| | | | | | | | | | 10/31/05 |
| | | | | | Pro Forma | | Pro Forma |
| | 10/31/05 | | Adjustments | | Results |
|
ASSETS | | | | | | | | | | | | |
Current Assets: | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 1,833,704 | | | ($ | 719,772 | ) | | $ | 1,113,932 | |
Accounts receivable and mortgages receivable | | | 545,751 | | | | (39,499 | ) | | | 506,252 | |
Accounts receivable — ski tenant | | | 86,982 | | | | | | | | 86,982 | |
Prepaid expenses and other current assets | | | 722,878 | | | | (69,399 | ) | | | 653,479 | |
Deferred tax asset | | | 123,000 | | | | | | | | 123,000 | |
| | |
Total current assets | | | 3,312,315 | | | | (828,670 | ) | | | 2,483,645 | |
| | |
Cash held in escrow | | | 0 | | | | 10,937,356 | | | | 10,937,356 | |
| | |
Mortgages receivable noncurrent | | | 52,452 | | | | 0 | | | | 52,452 | |
| | |
Land and land development costs (5,124 acres per land ledger) | | | 17,050,335 | | | | 0 | | | | 17,050,335 | |
| | |
Properties: | | | | | | | | | | | | |
Land held for investment, principally unimproved (12,145 and 14,615, respectively, acres per land ledger) | | | 6,511,879 | | | | (1,829,327 | ) | | | 4,682,552 | |
Land improvements, buildings and equipment — commercial | | | 26,628,711 | | | | (7,966,225 | ) | | | 18,662,486 | |
Land improvements, buildings and equipment | | | 3,119,017 | | | | 0 | | | | 3,119,017 | |
| | |
| | | 36,259,607 | | | | (9,795,553 | ) | | | 26,464,054 | |
Less accumulated depreciation and amortization | | | 8,764,889 | | | | 401,276 | | | | 8,363,613 | |
| | |
| | | 27,494,718 | | | | (9,394,276 | ) | | | 18,100,442 | |
| | |
Assets held to be used | | | 9,206,923 | | | | 0 | | | | 9,206,923 | |
| | |
| | $ | 57,116,743 | | | $ | 714,409 | | | $ | 57,831,152 | |
| | |
| | | | | | | | | | | | |
| | | | | | | | | | 10/31/05 |
| | | | | | Pro Forma | | Pro Forma |
| | 10/31/05 | | Adjustments | | Results |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | |
Current Liabilities: | | | | | | | | | | | | |
Notes payable — line of credit | | $ | 0 | | | $ | 0 | | | $ | 0 | |
Current installments of long-term debt | | | 348,962 | | | | (110,911 | ) | | | 238,051 | |
Accounts payable | | | 1,875,513 | | | | 4,902 | | | | 1,880,415 | |
Accrued claims | | | 43,170 | | | | 0 | | | | 43,170 | |
Deferred revenue | | | 239,206 | | | | 0 | | | | 239,206 | |
Accrued pension expense | | | 467,109 | | | | 0 | | | | 467,109 | |
Amounts due to related parties | | | 120,836 | | | | 0 | | | | 120,836 | |
Accrued liabilities | | | 931,929 | | | | 0 | | | | 931,929 | |
| | |
Total current liabilities | | | 4,026,725 | | | | (106,009 | ) | | | 3,920,716 | |
| | |
| | | | | | | | | | | | |
| | | | | | | | | | 10/31/05 |
| | | | | | Pro Forma | | Pro Forma |
| | 10/31/05 | | Adjustments | | Results |
|
Long-term debt, less current installments | | | 12,800,780 | | | | (3,733,470 | ) | | | 9,067,310 | |
| | |
Deferred income non-current | | | 515,631 | | | | 0 | | | | 515,631 | |
| | |
Other non-current liabilities | | | 493 | | | | 0 | | | | 493 | |
| | |
Accrued minimum pension liability | | | 91,500 | | | | 0 | | | | 91,500 | |
| | |
Deferred income taxes | | | 6,018,000 | | | | 2,067,360 | | | | 8,085,360 | |
| | |
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 2,667,042 | | | 800,111 | | | | | | | | 800,111 | |
Capital in excess of stated value | | | 17,337,329 | | | | | | | | 17,337,329 | |
Compensation recognized under employee stock plans | | | 200,900 | | | | | | | | 200,900 | |
Accumulated other comprehensive loss | | | (54,500 | ) | | | | | | | (54,500 | ) |
Earnings retained in the business | | | 17,465,181 | | | | 2,486,527 | | | | 19,951,708 | |
| | |
| | | 35,749,021 | | | | 2,486,527 | | | | 38,235,548 | |
| | | | | | | | | | | | |
Less cost of 282,018 shares of capital stock in treasury | | | 2,085,407 | | | | | | | | 2,085,407 | |
| | |
| | | 33,663,614 | | | | 2,486,527 | | | | 36,150,141 | |
| | |
| | $ | 57,116,743 | | | $ | 714,409 | | | $ | 57,831,152 | |
| | |
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 Oxbridge Square Shopping Center”
UNAUDITED
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 10/31/05 | |
| | | | | | Pro Forma | | | | | | | Pro Forma | |
| | 10/31/05 | | | Adjustments | | | | | | | Results | |
|
Revenues: | | | | | | | | | | | | | | | | |
Real estate management | | $ | 3,099,585 | | | $ | 0 | | | | | | | $ | 3,099,585 | |
Summer recreation operations | | | 774,288 | | | $ | 0 | | | | | | | | 774,288 | |
Land resource management | | | 6,498,729 | | | $ | 0 | | | | | | | | 6,498,729 | |
Rental income | | | 2,689,319 | | ( | $ | 1,438,578 | ) | | | A | | | | 1,250,741 | |
| | |
| | | 13,061,921 | | | | (1,438,578 | ) | | | | | | | 11,623,343 | |
| | |
| | | | | | | | | | | | | | | | |
Costs and expenses: | | | | | | | | | | | | | | | | |
Real estate management | | | 3,330,173 | | | $ | 0 | | | | | | | | 3,330,173 | |
Summer recreation operations | | | 683,458 | | | $ | 0 | | | | | | | | 683,458 | |
Land resource management | | | 3,366,788 | | | $ | 0 | | | | | | | | 3,366,788 | |
Rental income | | | 1,277,841 | | ( | $ | 473,998 | ) | | | B | | | | 803,843 | |
General and administration | | | 1,552,814 | | | $ | 0 | | | | | | | | 1,552,814 | |
Asset impairment loss | | | 149,798 | | | $ | 0 | | | | | | | | 149,798 | |
| | |
| | | 10,360,872 | | | | (473,998 | ) | | | | | | | 9,886,874 | |
| | |
Income (loss) from continuing operations | | | 2,701,049 | | | | (964,580 | ) | | | | | | | 1,736,469 | |
| | |
| | | | | | | | | | | | | | | | |
Other income (expense) from continuing operations: | | | | | | | | | | | | | | | | |
Interest and other income | | | 139,738 | | | $ | 5,236,890 | | | | C | | | | 5,376,628 | |
Interest expense (net of capitalized interest of $102,929 in 2005) | | | (893,908 | ) | | $ | 281,575 | | | | D | | | | (612,333 | ) |
| | |
| | | (754,170 | ) | | | 5,518,465 | | | | | | | | 4,764,295 | |
| | |
| | | | | | | | | | | | | | | | |
Income (loss) from continuing operations before income taxes | | | 1,946,879 | | | | 4,553,886 | | | | | | | | 6,500,765 | |
| | |
| | | | | | | | | | | | | | | | |
Provision (credit) for income taxes: | | | | | | | | | | | | | | | | |
Current | | | 8,000 | | | | 0 | | | | | | | | 8,000 | |
Deferred | | | 443,000 | | | | 1,821,554 | | | | E | | | | 2,264,554 | |
| | |
| | | 451,000 | | | | 1,821,554 | | | | | | | | 2,272,554 | |
| | |
| | | | | | | | | | | | �� | | | | |
Net income (loss) before discontinued operations and cumulative effect | | | 1,495,879 | | | | 2,732,332 | | | | | | | | 4,228,211 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | 10/31/05 | |
| | | | | | Pro Forma | | | | | | | Pro Forma | |
| | 10/31/05 | | | Adjustments | | | | | | | Results | |
|
Discontinued operations (including $12,026,867 gain on disposal in 2004) | | | 576,121 | | | | 0 | | | | | | | | 576,121 | |
| | |
| | | | | | | | | | | | | | | | |
Provision (credit) for income taxes on discontinued operations: | | | | | | | | | | | | | | | | |
Current | | | 0 | | | | 0 | | | | | | | | 0 | |
Deferred | | | 140,000 | | | | 0 | | | | | | | | 140,000 | |
| | |
| | | 140,000 | | | | | | | | | | | | 140,000 | |
| | |
| | | | | | | | | | | | | | | | |
Net income (loss) from discontinued operations | | | 436,121 | | | | 0 | | | | | | | | 436,121 | |
| | |
| | | | | | | | | | | | | | | | |
Net income (loss) before cumulative effect of change in accounting principle | | | 1,932,000 | | | | 2,732,332 | | | | | | | | 4,664,332 | |
| | | | | | | | | | | | | | | | |
Cumulative effect of change in accounting principle (net of tax effect of $1,004,000) | | | | | | | | | | | | | | | | |
| | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 1,932,000 | | | $ | 2,732,332 | | | | | | | $ | 4,664,332 | |
| | |
| | | | | | | | | | | | | | | | |
Basic earnings (loss) per weighted average combined share: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) before discontinued operations and cumulative effect | | $ | 0.70 | | | | | | | | | | | $ | 1.97 | |
Income (loss) from discontinued operations, net of tax | | | 0.20 | | | | | | | | | | | | 0.20 | |
Cumulative effect of change in accounting principle, net of tax | | | 0.00 | | | | | | | | | | | | 0.00 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 0.90 | | | | | | | | | | | $ | 2.17 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Diluted earnings (loss) per weighted average combined share: | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) before discontinued operations and cumulative effect | | $ | 0.67 | | | | | | | | | | | $ | 1.91 | |
Income (loss) from discontinued operations, net of tax | | | 0.20 | | | | | | | | | | | | 0.20 | |
Cumulative effect of change in accounting principle, net of tax | | | 0.00 | | | | | | | | | | | | 0.00 | |
| | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net income (loss) | | $ | 0.87 | | | | | | | | | | | $ | 2.11 | |
| | | | | | | | | | | | | | |
Notes to unaudited pro forma combined statement of operations and earnings retained in the business:
| | |
(A) | | Entry represents reduction in revenue assuming Oxbridge Square sale occurred November 1, 2004. |
|
(B) | | Entry represents reduction in expenses and expenses related to the sale assuming the transaction occurred November 1, 2004. |
|
(C) | | Entry represents pretax gain on sale of asset. |
|
(D) | | Entry represents reduction in interest expense assuming the sale occurred November 1, 2004. |
|
(E) | | Entry represents the deferred tax provision calculated at the effective income tax rate of 40%. |