UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
Amendment No. 1
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported)
June 23, 2004
Blue Ridge Real Estate Company
Big Boulder Corporation
(Exact name of registrant as specified in its charter)
0-28-44 (Blue Ridge) 24-0854342 (Blue Ridge)
Pennsylvania 0-28-43 (Big Boulder) 24-0822326 (Big Boulder)
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(State of other (Commission File Number) (IRS Employer
jurisdiction of Identification Number)
incorporation)
P. O. Box 707, Blakeslee, Pennsylvania 18610-0707
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 443-8433
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Not applicable
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(Former name or former address, if changed since last report)
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 either of the Corporations 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 8-K/A is being filed. Except as otherwise indicated, all information applies to both Corporations.
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1
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant hereby amends and replaces in its entirety Item 7 of its current Report on Form 8-K dated June 23, 2004, as filed with the Securities and Exchange Commission on June 30, 2004, with the disclosures set forth herein under Item 9.01.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits for Certain Property Acquisitions:
Unaudited Statement of Revenues and Certain Expenses
Unaudited Pro Forma Condensed Statement of Income:
For the Six Months Ended April 30, 2004
Notes to Pro Forma Condensed Financial Statement
Exhibits:
None
Signatures
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2
Bright-Meyers Coursey Associates
Statement of Revenues and Certain and Expenses
For the six months ended June 30, 2004
Revenues | | |
| | | | |
| | Base rent | | $248,637 |
| | Other tenant revenues | | 12,877 |
| | | | |
| | Total revenues | | 262,514 |
| | | | |
Certain Expenses | | |
| | | | |
| | Sweeping | | 5,469 |
| | Trash Removal | | 445 |
| | Landscaping | | 1,710 |
| | Utilities | | 7,041 |
| | Miscellaneous | | 2,316 |
| | Fees & Licensing | | 25 |
| | Other Taxes | | 100 |
| | | | |
| | Total certain expenses | | 17,106 |
| | | | |
| | Revenues in excess of certain expenses | $245,408 |
| | | | |
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3
Blue Ridge Real Estate Company and Subsidiaries
And
Big Boulder Corporation and Subsidiaries
Pro Forma Condensed Statements of Income
For the six months ended April 30, 2004
The following unaudited pro forma condensed statement of income is presented as if Blue Ridge Real Estate Co. (the “Company”) had acquired the real estate assets of the Coursey Commons Shopping Center as of November 1, 2003. These financial statements should be read in conjunction with the Company’s historical financial statements and notes thereto as filed on Form 10-K for the year ended October 31, 2003 and on Form 10-Q for the six months ended April 30, 2004. The pro forma condensed statement of income is unaudited and is not necessarily indicative of what the actual results of operations would have been had the Company acquired the properties as of November 1, 2003, nor does it purport to represent the results of operations of the Company for future periods.
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4
Blue Ridge Real Estate Company
Pro Forma Condensed Statement of Income
For the six months ended April 30, 2004
| | Blue Ridge Real Estate Co. Historical (a) | Acquired Property (b) | Pro Forma Adjustments (c) | Pro Forma Combined |
| | | | | |
Revenues: | | | | |
Ski operations | $9,618,408 | | | $9,618,408 |
Real estate management | 1,763,517 | | | 1,763,517 |
Summer recreation operations | 224,307 | | | 224,307 |
Land resource management | 723,475 | | | 723,475 |
Rental income | 881,878 | $175,009 | | 1,056,887 |
| | 13,211,585 | 175,009 | | 13,386,594 |
Costs and expenses: | | | | |
Ski operations | 9,376,535 | | | 9,376,535 |
Real estate management | 1,515,934 | | | 1,515,934 |
Summer recreation operations | 374,236 | | | 374,236 |
Land resource management | 228,850 | | | 228,850 |
Rental income | 413,928 | 11,404 | $83,368 | 508,700 |
General and administration | 420,010 | | | 420,010 |
| | 12,329,493 | 11,404 | 83,368 | 12,424,265 |
Income from operations | 882,092 | 163,605 | (83,368) | 962,329 |
| | | | | |
Other income (expense): | | | | |
Interest and other income | 12,031,538 | | | 12,031,538 |
Interest expense | (249,948) | | (148,301) | (398,249) |
| | 11,781,590 | | (148,301) | 11,633,289 |
| | | | | |
Income before income taxes | 12,663,682 | 163,605 | (231,669) | 12,595,618 |
| | | | | |
Provision (benefit) for income taxes: | 4,970,499 | | (27,000) | 4,943,499 |
| | 4,970,499 | | (27,000) | 4,943,499 |
| | | | | |
Net (loss) income | $7,693,183 | $163,605 |
$(204,669) | $7,652,119 |
| | | | | |
| | | | | |
Basic earnings per weighted average combined share | $4.01 | | | $3.99 |
| | | | | |
Diluted earnings per weighted average combined share | $3.96 | | | $3.93 |
See accompanying notes to financial statement.
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5
Blue Ridge Real Estate Company.
Notes to Pro Forma Condensed Statement of Income
for the six months ended April 30, 2004
(a)
Reflects the Company’s historical operations for the six months ended April 30, 2004 (unaudited), as previously filed.
(b)
Reflects the expected operations of the acquired property for a four month period.
(c)
Reflects the increase of depreciation, management fees, interest and income taxes relating to the acquired property.
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6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized.
Blue Ridge Real Estate Company
Big Boulder Corporation
Date: October 6, 2004
By: /s/ Eldon D. Dietterick
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Eldon D. Dietterick
Executive Vice President
and Treasurer
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