UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(x) ANNUAL REPORTS* PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended MARCH 31, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transtion period from ............ to............
0-2844 (Blue Ridge)
Commission File No. 0-2843 (Big Boulder)
BLUE RIDGE REAL ESTATE COMPANY
________________________ BIG BOULDER CORPORATION___________________________
(exact name of Registrants as specified in their charters)
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
Registrants' telephone number, including area code: 717 - 443 - 8433
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value, stated value $.30 per combined share*
PAGE 1
Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days: Yes_X_ No___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be con-
tained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. (X)
The aggregate market value of common stock, without par value, stated
value $.30 per combined share, held by non-affiliates at June 16, 1997,
was $13,446,094. The market value per share is based upon the per share
cost of shares as indicated by NASDAQ on March 31, 1997. There is no
established public trading market for the Companies' stock.
Number of shares outstanding of each of the issuer's classes of
common stock.
Class Outstanding June 16, 1997
Common Stock, without par value 1,992,014 Shares
stated value $.30 per
combined share
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the Companies' 1997 Annual Report to
Shareholders are incorporated by reference into Part II hereof.
Specified portions of the Companies' definitive Proxy Statement for
the 1997 Annual Meetings of Shareholders to be filed pursuant to
Regulation 14A with the Securities and Exchange Commission not later than
120 days after the end of the fiscal year covered by this report and is
incorporated herein by reference.
____________________
*Under a Security Combination Agreement between Blue Ridge Real Estate
Company ("Blue Ridge") and Big Boulder Corporation ("Big Boulder") (the
"Corporations") and under the By-Laws of the Corporations, shares of the
Corporations are combined in unit certificates, each certificate repre-
senting 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-K is being filed. Except as otherwise indicated,
all information applies to both Corporations.
PAGE 2
FORM 10-K
PART I
ITEM 1. BUSINESS
BLUE RIDGE REAL ESTATE COMPANY
Blue Ridge Real Estate Company ("Blue Ridge"), which was incorporated in
Pennsylvania in 1911, is believed to be one of the largest owners of
investment property in Northeastern Pennsylvania. It owns 18,852 acres of
land which are predominately located in the Pocono Mountains. These lands
are held entirely as investment property. Income is derived from these
lands through leases, selective timbering by others, condemnation, sales,
and other dispositions. Blue Ridge also owns the Jack Frost Mountain Ski
Area which is leased to Jack Frost Mountain Company, a 205-site campground,
a retail store leased to Wal-Mart and a shopping center. The ski area,
campground retail store and shopping center are more fully described under
Item 2.
Jack Frost Mountain Company, a wholly-owned subsidiary of Blue Ridge was
incorporated in Pennsylvania in 1980 and commenced operations on June 1,
1981. It was created to lease and operate the Jack Frost Mountain Ski
Area and to provide certain services to other facilities, such as the Snow
Ridge resort community, and to operate recreational facilities located
within the Jack Frost Mountain tract.
Northeast Land Company, a wholly owned subsidiary of Blue Ridge, was
incorporated in Pennsylvania in 1967. The major assets of the company
consist of 103 acres of land in Northeast Pennsylvania. Revenues are from
managing the rental homes at Snow Ridge, Blue Heron, Laurelwoods and
Midlake as resort accommodations, and from real estate commissions for the
sale of homes at these resort communities, and from Trust and Condo fees
for Services to these resort communities. Northeast Land Company also
receives revenues from a land lease to a Burger King Franchise.
BRRE Holdings, Inc., a wholly-owned subsidiary of Blue Ridge, was
incorporated in Delaware in 1986. It was established for investment
purposes.
Blue Ridge employs 34 full-time employees. Jack Frost Mountain
Company, which operates the Jack Frost Mountain Ski Area, has 25 full-time
employees and during the skiing season there are approximately 500
additional employees. Northeast Land Company has 17 full-time employees.
Page 3
ITEM 1. BUSINESS - (continued)
BIG BOULDER CORPORATION
Big Boulder Corporation ("Big Boulder") was incorporated in Pennsylvania
in 1949. The major assets of the company are 929 acres of
land, which includes a 175 acre lake, the Big Boulder Ski Area, and the
Blue Heron Grille. The principal source of revenue for Big Boulder is
derived from the Big Boulder Ski Area which is leased to Lake Mountain
Company.
Lake Mountain Company, a wholly-owned subsidiary of Big Boulder Corporation
was incorporated in Pennsylvania in 1983 and commenced operations on June 1,
1983. It was created to lease and operate the Big Boulder Ski Area, to
provide certain services to other facilities, such as the Blue Heron,
Midlake and Laurelwoods resort communities, and operate the recreational
facilities as they are located within the Big Boulder Lake tract.
The Blue Heron Grille is currently being leased to a restaurant operator.
BBC Holdings, Inc., a wholly-owned subsidiary of Big Boulder, was
incorporated in Delaware in 1986. It was established for investment
purposes.
Big Boulder has no employees. Lake Mountain Company, which operates the
Big Boulder Ski Area, no longer has any employees. The Lake Mountain
Company has been merged with the payroll of Jack Frost Mountain Company.
Big Boulder Ski area has 17 full-time employees. During the skiing season,
there are approximately 525 additional employees.
INDUSTRY SEGMENT INFORMATION
Information with respect to industry segments is presented in Note 12 to
the Registrants' financial statements included in Item 8.
The quarterly results of operations for 1997, 1996 and 1995
reflect the cyclical nature of the Companies' business since
(a) the Companies' two ski facilities operate principally during the
months of December through March and
(b) land dispositions occur sporadically and do not follow any pattern
during the fiscal year. 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.
ITEM 2. PROPERTIES
A. BLUE RIDGE REAL ESTATE COMPANY
The physical properties of Blue Ridge consist of approximately 18,955
acres owned by Blue Ridge and Northeast Land Company, the Jack Frost
PAGE 4
Mountain Ski Area, the Fern Ridge Campground, the Wal-Mart Store, the
Dreshertown Shopping Center, a sewage treatment facility, corporate
headquarters building, and other miscellaneous facilities.
SKI FACILITIES
The Jack Frost Mountain Ski Area, under lease to Jack Frost Mountain
Company since June 1, 1981, is located near White Haven, Carbon County,
Pennsylvania, and commenced operations in December 1972. The Jack Frost
Mountain Ski Area consists of twenty-one slopes and trails including a
snowboard slope, snowmobile course, snowtubing hill, four double
chairlifts, two triple chairlifts, one quad chairlift, and various
buildings including a Summit Lodge with food service, a cocktail lounge,
a ski shop, and a ski rental shop. The total lift capacity per hour is
10,800 skiers. These lifts are in good condition and are operated as needed
during the ski season. These facilities are situated on approximately
473 acres owned by Blue Ridge and leased to Jack Frost Mountain Company.
The total capital investment in the ski area is $18,263,254, the major
portion of which represents the cost of the slopes and trails, chairlifts,
snowmaking equipment, water supply, roads and parking areas, and all
buildings including the Summit Lodge. The remainder is for furnishings
and equipment for the Summit Lodge, trucks, maintenance equipment, and
miscellaneous outside equipment. At March 31, 1997, the out-standing
debt on Jack Frost Mountain Ski Area was $1,301,325.
REAL ESTATE MANAGEMENT OPERATIONS
The Wal-Mart Store located in Laurens, South Carolina, was acquired in
September 1990 for cash consideration of $2,190,470 which was the total
capital investment at March 31, 1997. The building consists of 70,000
square feet, located on 10.217 acres of land and is leased to Wal-Mart on
a triple net basis through January 31, 2014. At March 31, 1997, a
mortgage totaling $1,452,466 was outstanding on this property.
The Dreshertown Plaza Shopping Center, Dresher, Montgomery County,
Pennsylvania, was acquired in July, 1986 for consideration of $4,592,579.
The center consists of approximately 99,233 square feet located on
approximately 15 acres of land. On March 31, 1997, the center was 96%
occupied under leases expiring on various dates from August 31, 1997 to
October 31, 2011. The total capital investment in the shopping center is
$5,405,513. At March 31, 1997, a mortgage totaling $5,363,074 was
out-standing on this property.
The Fern Ridge Campground is located at the intersection of Route 115
and Interstate 80 in Monroe County, Pennsylvania. This campground is built
on 85 acres and consists of 205 campsites, 75 with water and electric,
5 with rustic cabins and the remaining 125 are wilderness sites. Its
operating period is from April 1 through September 30. At March 31, 1997,
the Company's investment in this facility was $369,417.
PAGE 5
ITEM 2. PROPERTIES - (Continued)
Blue Ridge owns 18,852 acres of land which are predominately located in the
Pocono Mountains. The majority of this property is leased to various
hunting clubs. Blue Ridge also owns several cottages in the area that
are leased to private individuals.
Blue Ridge owns and leases to Jack Frost Mountain Company a sewage
treatment facility to serve the resort housing at Jack Frost Mountain.
The total investment in this facility at March 31, 1997 was $1,197,050 with
outstanding debt of $195,335.
Blue Ridge also owns The Sports Complex at Jack Frost Mountain which
consists of a swimming pool, fitness trail, tennis courts,In-line skate
Park, A.T.V. (All Terrain Vehicle) Park and accompanying buildings.
The Stretch is an exclusive fishing club. The Corporate Office Building
is located on Route 940 and Mosey Wood Road.
Northeast Land Company owns 103 acres of land which are located in the
Pocono Mountains.
For the fiscal year ended March 31, 1997, revenues from operations of
Blue Ridge and its subsidiaries amounted to $8,880,248. Approximately 60%
of this revenue or $5,343,562 was derived from the Jack Frost Mountain Ski
Area which operated 108 days during the fiscal year.
B. BIG BOULDER CORPORATION
The physical properties owned by Big Boulder consist of approximately 929
acres, the Big Boulder Ski Area, a sewage treatment facility, a 200 foot
communications tower, and the Blue Heron Grille.
SKI FACILITIES
The Big Boulder Ski Area's physical properties have been leased to Lake
Mountain Company since June 1, 1983, and are located in Kidder Township,
Carbon County, Pennsylvania. Big Boulder Ski Area commenced operations
in 1947. The Big Boulder Ski Area contains fourteen slopes and trails
including a snowboard slope, five double chairlifts, two triple
chairlifts, and various buildings including a base lodge, providing food
service, a cocktail lounge, a ski shop and a ski rental service. The
total lift capacity per hour is 9,600 skiers. These lifts are in good
condition and are operated as needed during the ski season. These
facilities are situated on approximately 90 acres owned by Big Boulder.
The total capital investment in the ski area is $12, 696,009. At March
31, 1997, the outstanding debt on the Big Boulder Ski Area was $953,050.
PAGE 6
REAL ESTATE MANAGEMENT OPERATIONS
A sewage treatment facility was constructed by Big Boulder Corporation to
serve the resort housing within the Big Boulder tract. The facility has
the capacity of treating 225,000 gallons per day and is leased to Lake
Mountain Company for operation. The capital investment in the facility at
March 31, 1997, was $1,700,719 with an outstanding debt of $513,181 at that
date.
Big Boulder Corporation constructed the Blue Heron Grille which consists
of 8,800 square feet and is located on the east shore of Big Boulder Lake,
Kidder Township, Carbon County, Pennsylvania. The facility, leased to a
private operator, commenced operations in May 1986. The restaurant has
dining capacity for 100 patrons with a nightclub. The capital investment
in the facility at March 31, 1997 was $1,563,626.
Big Boulder owns 929 acres of land which are located in the Pocono
Mountains. The Big Boulder Lake Club includes a 175 acre lake, swimming
pool, tennis courts, boat docks and accompanying buildings.
For the fiscal year ended March 31, 1997, revenues from operations of Big
Boulder amounted to $7,157,752. Approximately 82% of this revenue of
$5,875,458 was derived from the Big Boulder Ski Area which operated 105
days during that fiscal year.
ITEM 3. LEGAL PROCEEDINGS
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 4A. EXECUTIVE OFFICERS OF THE REGISTRANTS
Age Office Held Since
Michael J. Flynn 62 1991
Chairman of the Board
Gary A. Smith 54 1992
President
Melanie Murphy 37 1996
Vice President-Operations
All officers of the Registrants serve for a one-year period or until their
election at the first meeting of the Board of Directors after the Annual
Meeting of Shareholders.
PAGE 7
Michael J. Flynn was elected Chairman of the Board of the Registrants on
July 11, 1991. He is Vice Chairman of the Board of Kimco Realty
Corporation since January 1996. Mr. Flynn serves as a Director of Kimco
Realty Corporation. Mr. Flynn was formerly Chairman of the Board and
President of Slattery Associates, Inc. and Director of Slattery Group,
Inc. From 1987 to December 1995.
Gary A. Smith was appointed President in July, 1992. He has been employed
by the Registrants on a full-time basis since September 1982; he was
appointed Vice President and Treasurer in July 1983 and Senior Vice
President in September 1987.
Melanie Murphy was appointed Vice President-Operations in June, 1996. She
has been employed by the Registrants on a full-time basis since July, 1984.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
_______RELATED STOCKHOLDER MATTERS__________
Information required with respect to Registrants' common stock and related
shareholder matters is incorporated herein by reference to the caption
entitled "Price Range of Common Shares and Dividend Information" on Page
13 of the Fiscal 1997 Annual Report to Shareholders.
ITEM 6. SELECTED FINANCIAL DATA
Information required with respect to the specified financial data is
incorporated herein by reference to Page 13 of the Fiscal 1997 Annual
Report to Shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
________CONDITION AND RESULTS OF OPERATIONS______
Information required with respect to Registrants' financial condition,
changes in financial condition and results of operations is incorporated
herein by reference to Pages 14 through 15 of the Fiscal 1997 Annual Report
to Shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The required financial statements are incorporated herein by reference to
Pages 2 through 12 of the Fiscal 1997 Annual Report to Shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
_ON ACCOUNTING AND FINANCIAL DISCLOSURES_____
Not applicable.
PAGE 8
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
The information concerning Directors required by Item 10 of Form 10-K is
set forth under the caption "Election of Directors" in the Registrants'
definitive Proxy Statement for the 1997 Annual Meetings of Shareholders
to be filed pursuant to Regulation 14A with the Securities and Exchange
Commission not later than 120 days after the end of the fiscal year covered
by this report and is incorporated herein by reference.
The information concerning Executive Officers required by Item 10 of Form
10-K is set forth in Item 4A of this report.
CERTAIN SIGNIFICANT EMPLOYEES OF THE REGISTRANTS
Employed in Present
Age __Position Since___
Carl V. Kerstetter 46 1991
Director of Marketing
Eldon D. Dietterick 51 1996
Secretary of Corporations
Carl V. Kerstetter and Eldon D. Dietterick have been employed by the
Registrants on a full-time basis for more than five years.
ITEM 11. EXECUTIVE COMPENSATION
The information concerning Executive Compensation required by Item 11 of
Form 10-K is set forth under the caption "Remuneration of Executive
Officers and Directors" in the registrant's definitive Proxy Statement for
the 1997 Annual Meetings of Shareholders to be filed pursuant to Regulation
14A with the Securities and Exchange Commission not later than 120 days
after the end of the fiscal year covered by this report and is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
__________OWNERS AND MANAGEMENT_________
The information required by Item 12 of Form 10-K is set forth under the
caption "Holdings of Common Stock" in the Registrants' definitive Proxy
Statement for the 1997 Annual Meetings of Shareholders to be filed pursuant
to Regulation 14A with the Securities and Exchange Commission not later
than 120 days after the end of the fiscal year covered by this report and
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Not applicable.
PAGE 9
PART IV
ITEM 14(a). EXHIBITS, FINANCIAL STATEMENT SCHEDULES
________AND REPORTS ON FORM 8-K________
Financial statements included in Registrants' Fiscal 1997 Annual Report to
Shareholders on Pages 2 through 12 are incorporated by reference. The
Report of Independent Accountants for the combined financial statements
appears on Page 14 of this Form 10-K.
(b) Financial Statement Schedules
The following is a list of financial statement schedules filed as part
of this Annual Report on Form 10-K. The report of Independent Accountants
for the financial statement schedule appears on Page 28 of this Form 10-K.
All other schedules omitted herein are so omitted because either (1) they
are not applicable, (2) the required information is shown in the financial
statements, or (3) conditions are present which permit their omission, as
set forth in the instructions pertaining to the content of financial
statements:
Schedules: III. Real Estate and Accumulated Depreciation
(c) Reports on Form 8-K
A Form 8-K was filed August 7, 1996, to report a change in the fiscal
year end from May 31 to March 31, taking effect March 31, 1997. This
change was approved by the Board of Directors on July 24, 1996.
(d) Exhibits, Including Those Incorporated by Reference
The following is a list of Exhibits filed as part of this Annual Report
on Form 10-K. Where so indicated by footnote, Exhibits that were
previously filed are incorporated by reference. For Exhibits incorporated
by reference, the location of the Exhibit in the previous filing is
indicated in parentheses.
Legend for
Documents
Incorporated Page
Articles of Incorporation and By-Laws By Reference Number
3( 1).1 Articles of Incorporation (1)
3( 1).4 Articles of Amendment (2)
3(ii).1 By-Laws of Blue Ridge Real Estate Company
as amended through July 25, 1990 (9)
3(ii).2 By-Laws of Big Boulder Corporation
as amended through July 25, 1990 (9)
PAGE 10
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8K
Legend for
Documents
Incorporated
By Reference
Instruments Defining the Rights of Security
Holders including Indentures
4.1 Specimen Certificate for Shares of (1)
Common Stock
4.2 Security Combination Agreement (1)
4.3 Revised Specimen Unit Certificates
for shares of common stock (7)
Material Contracts
Financial Agreements
10.1.1 Mortgage Relating to the Construction
of the Jack Frost Mountain Ski Area (2)
10.1.2 Construction Loan - Jack Frost
Mountain Ski Area (3)
10.1.3 Loan from PNC Bank, Wilkes-Barre (4)
10.1.4 First Mortgage, Principal Mutual,
Building leased to Wal-Mart (8)
10.1.15 First Mortgage, American International
Life Assurance Company - Dreshertown
Plaza Shopping Center (9)
Acquisition of Properties
10.2.1 Acquisition of Dreshertown Plaza
Shopping Center (6)
10.2.2 Acquisition of Building leased to
Wal-Mart (8)
Lease
10.3.1 Building leased to Wal-Mart
Agreement with Executive Officers and Director
10.4.1 Stock Option - Michael J. Flynn (10)
Subsidiaries of the Registrants
21.1 List of the Subsidiaries of the Registrants (6)
(1) Filed September 23, 1966 as an Exhibit to Form
10 and incorporated herein by reference
(2) Filed August 22, 1973 as an Exhibit to Form
10-K and incorporated herein by reference
(3) Filed August 27, 1975 as an Exhibit to Form
10-K and incorporated herein by reference
PAGE 11
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K - (Continued)
Subsidiaries of the Registrants - (Continued)
21.1 List of the Subsidiaries of the Registrants (6)
(4) Filed February 7, 1975 as an Exhibit to Form
8-K and incorporated herein by reference
(5) Northeast Land Company - Incorporated in
Commonwealth of Pennsylvania
Jack Frost Mountain Company - Incorporated
in Commonwealth of Pennsylvania
Lake Mountain Company - Incorporated in
Commonwealth of Pennsylvania
Big Boulder Lodge, Inc. - Incorporated in
Commonwealth of Pennsylvania
BRRE Holdings, Inc. - Incorporated in
State of Delaware
BBC Holdings, Inc. - Incorporated in
State of Delaware
(6) Filed August 28, 1987 as an Exhibit to Form
10-K and incorporated herein by reference
(7) Filed August 28, 1990 as an Exhibit to Form
10-K and incorporated herein by reference
(8) Filed August 26, 1991 as an Exhibit to Form
10-K and incorporated herein by reference
(9) Filed August 27, 1993 as an Exhibit to Form
10-K and incorporated herein by reference
(10) Filed August 26, 1994 as an Exhibit to Form
10-K and incorporated herein by reference
(11) Filed August 29, 1995 as an Exhibit to Form
10-K and incorporated herein by reference.
Copies of Exhibits are available to Shareholders by
contacting Eldon D. Dietterick, Secretary, Blakeslee,
PA 18610. A charge of $.25 per page to cover the
Registrants' expenses will be made.
PAGE 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrants have duly caused this report to be
signed on their behalf by the undersigned, thereunto duly authorized.
BLUE RIDGE REAL ESTATE COMPANY BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION BIG BOULDER CORPORATION
By:___________________________ By:___________________________
Gary A. Smith Cynthia A. Barron
President Chief Accounting Officer
Dated:________________________ Dated:________________________
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the
Registrants and in the capacities and on the dates indicated.
Each person in so signing also makes, constitutes and appoints Gary A.
Smith, President, his true and lawful attorney-in-fact, in his name, place
and stead to execute and cause to be filed with the Securities and Exchange
Commission any or all amendments to this report.
_______Signature_______ __________Title___________ ____Date___
_______________________ ___________
Michael J. Flynn Chairman of the Board
Principal Executive Officer
_______________________ __________
Gary A. Smith President
Chief Operating Officer
Principal Financial Officer
______________________ __________
Kieran E. Burke Director
______________________ __________
Milton Cooper Director
______________________ __________
Allen J. Model Director
______________________
J. Anthony V. Townsend Director ___________
PAGE 13
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders of
Blue Ridge Real Estate Company
and Big Boulder Corporation
Our report on the combined financial statements of Blue Ridge Real Estate
Company and subsidiaries and Big Boulder Corporation and subsidiaries has
been incorporated by reference in this Form 10-K from page 12 of the 1996
Annual Report to Shareholders of Blue Ridge Real Estate Company and
subsidiaries and Big Boulder Corporation and subsidiaries. In connection
with our audits of such financial statements, we have also audited the
related financial statement schedules included on pages 15 to 16 inclusive
of this Form 10-K.
In our opinion, the financial statement schedules, when considered in
relation to the basic financial statements taken as a whole, present
fairly, in all material respects, the information required to be included
therein.
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 12, 1997
PAGE 14
COMBINED SCHEDULE III. REAL ESTATE AND ACCUMULATED DEPRECIATION
March 31, 1997
Column A Column B Column C Column D
Initial Cost Cost Capitalized
to Company Subsequent to
Acquisition
Encum- Buildings &
Description brances Land Improvements Improvements
Land located
in N.E.Penna.
including
various
improvements 1,867,766 49,915 7,196,696
Corporate
Building 282,918 151,594
Buildings Leased
to Others
Eastern Penna.
Exchanged Asset-
Shopping Center 5,700,000 780,700 4,554,235 0
Other 0 0 0 403,450
Laurens,S.C. 1,600,000 276,000 1,914,470 0
TOTAL 7,300,000 2,924,466 6,801,538 7,751,740
Column E Column F
Gross Amount at which Carried
Land located at Close of Period (1)(2)
in N.E.Penna. Build- Accumu-
including ing & lated
various Improve- Deprecia-
improvements Land ments Total tion
1,867,766 7,246,611 9,114,377 4,096,597
Corporate
Building 434,512 434,512 192,551
Buildings Leased
to Others
Eastern Penna.
Exchanged Asset-
Shopping Center 780,700 4,554,235 5,334,935 2,254,112
Other 0 403,450 403,450 69,715
Laurens, S.C. 276,000 1,914,470 2,190,470 404,165
TOTAL 2,924,466 14,553,278 17,477,744 7,029,213
PAGE 15
Column G Column H Column I
Life on
Date of which Depre-
Construc- Date ciation in
tion Acquired Latest income
Statement is
Computed
Land located
in N.E. PA
including
various
improvements Various Various 5 to 30 Years
Corporate
Building 1982 10 to 30 Years
Buildings leased
to Others
Others
Eastern Penna.
Exchanged Asset-
Shopping N/A Various 5 to 30 Years
Other N/A Various 5 to 30 Years
Laurens, S.C. N/A Various 5 to 30 Years
TOTAL
(1) Activity for the fiscal years ended March 31, 1997, May 31, 1996
& May 31, 1995 is as follows:
1997 1996 1995
Balance at beginning of year 16,878,154 16,875,710 16,934,242
Additions during year:
Improvements 599,590 181,260 0
(reclassify) (178,816) (54,845)
599,590 2,444 (54,845)
17,477,744 16,878,154 16,879,397
Deductions during year:
Cost of real estate sold 0 0 3,687
Balance at end of year 17,477,744 16,878,154 16,875,710
(2) The aggregate cost for Federal Income Tax purposes at March 31,
1997 is $14,308,789
(3) Activity for the fiscal years ended March 31, 1997, May 31, 1996
& May 31, 1995 is as follows:
1997 1996 1995
Balance at beginning of year 6,602,457 5,996,856 5,334,921
Additions during year:
Current year depreciation 426,756 605,601 661,935
Less retirements 0 0 0
Balance at end of year 7,029,213 6,602,457 5,996,856
PAGE 16