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EX-31 - PRINCIPAL EXECUTIVE OFFICERS RULE 13A-14(A)/15D-14(A) CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit311.htm
EX-32 - PRINCIPAL FINANCIAL OFFICERS SECTION 1350 CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit322.htm
EX-32 - PRINCIPAL EXECUTIVE OFFICERS SECTION 1350 CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit321.htm
EX-31 - PRINCIPAL FINANCIAL OFFICERS RULE 13A-14(A)/15D-14(A) CERTIFICATION - BLUE RIDGE REAL ESTATE COexhibit312.htm
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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, 2011

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No.:      Blue Ridge 0-28-44

                                       Big Boulder 0-28-43

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

I.R.S. Employer Identification Number:     24-0854342 (Blue Ridge)   

                                                                24-0822326 (Big Boulder)   

          Address of principal executive office:   Route 940 and Moseywood Rd, Blakeslee, Pennsylvania

Zip Code:   18610                         

Registrants’ telephone number, including area code:   (570) 443-8433                                                                         

     Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such period that the registrants were required to file such reports) and (2) have been subject to such filing requirements for the past 90 days.

ýYES          ¨NO

     Indicate by check mark whether the registrants have submitted electronically and posted on their corporate Web sites, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrants were required to submit and post such files).  

ýYES          ¨NO

     Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, non-accelerated filers or smaller reporting companies.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ¨

Accelerated Filer                 ¨

Non-Accelerated filer   ý (Do not check if smaller reporting company)

Smaller reporting company ¨

     Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).

¨YES          ýNO

     The number of shares of the registrants’ common stock outstanding as of the close of business on September 13, 2011 was 2,450,424 shares.*

*Under a Security Combination Agreement between Blue Ridge Real Estate Company ("Blue Ridge") and Big Boulder Corporation ("Big Boulder") (together, the "Companies") and under the by-laws of the Companies, shares of the Companies are combined in unit certificates, each certificate representing the same number of shares of each of the Companies.  Shares of each Company may be transferred only together with an equal number of shares of the other Company.  For this reason, a combined Blue Ridge/Big Boulder Form 10-Q is being filed.  Except as otherwise indicated in this Quarterly Report on Form 10-Q, all information applies to both Companies.  




INDEX



Page No.


PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

Combined Balance Sheets –

July 31, 2011 (Unaudited) and October 31, 2010

1


Combined Statements of Operations (Unaudited) –

Three and Nine Months ended July 31, 2011 and 2010

2


Combined Statement of Changes in Shareholders’ Equity (Unaudited) –

Nine months ended July 31, 2011

3


Combined Statements of Cash Flows (Unaudited) –

Nine Months Ended July 31, 2011 and 2010

4


Notes to Combined Financial Statements (Unaudited)

5


Item 2.  Management's Discussion and Analysis of Financial Condition

and Results of Operations

11


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

18


Item 4.  Controls and Procedures

18




PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

19


Item 1A.  Risk Factors

19


Item 6.  Exhibits

20






PART I – FINANCIAL INFORMATION


Item 1.   FINANCIAL STATEMENTS


BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES


COMBINED BALANCE SHEETS

 

(UNAUDITED)

 

ASSETS

07/31/11

10/31/10 

   Land and land development costs (3,394 and 3,433 acres per,
      land ledger, respectively)

$20,909,207 

$21,410,737 

   Land improvements, buildings and equipment, net

24,666,756 

25,401,708 

   Land held for investment principally unimproved (10,723 acres
     per land ledger)

8,523,723 

8,523,723 

   Long-lived assets held for sale

3,289,638 

3,943,479 

   Net investment in direct financing leases

8,292,344 

8,298,793 

   Cash and cash equivalents

333,725 

389,962 

   Cash held in escrow

298,132 

605,159 

   Prepaid expenses and other assets

1,019,834 

1,273,842 

   Accounts receivable and mortgages receivable

2,171,359 

409,987 

   Total Assets

$69,504,718 

$70,257,390 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

LIABILITIES:

 

 

   Debt

$30,622,243 

$28,947,454 

   Accounts payable

215,925 

646,961 

   Accrued liabilities

367,959 

385,606 

   Deferred income

921,881 

794,244 

   Amounts due to related parties

20,416 

7,292 

   Accumulated deferred income taxes

3,281,378 

3,964,378 

   Accrued pension expense

2,604,022 

2,713,872 

   Total liabilities

38,033,824 

37,459,807 

 

 

 

SHAREHOLDERS’ EQUITY:

 

 

   Capital stock, without par value, stated value $0.30 per
      combined share, Blue Ridge and Big Boulder each
      authorized 3,000,000 shares, each issued 2,732,442 shares

819,731 

819,731 

   Capital in excess of stated value

19,829,475 

19,829,475 

   Earnings retained in the business

14,610,535 

15,937,224 

   Accumulated other comprehensive loss

(1,703,440)

(1,703,440)

   Shareholders’ equity before capital stock in treasury

33,556,301 

34,882,990 

      Less cost of 282,018 shares of capital stock in treasury

2,085,407 

2,085,407 

   Total shareholders’ equity

31,470,894 

32,797,583 

   Total liabilities and shareholders’ equity

$69,504,718 

$70,257,390 

See accompanying notes to unaudited combined financial statements.



- 1 -


BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES


COMBINED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2011 and 2010

 

 

 

 

(UNAUDITED)

Three Months Ended

Nine Months Ended

 

07/31/11

07/31/10

07/31/11

07/31/10

Revenues:

 

 

 

 

   Real estate management revenue

$284,864 

$290,002 

$741,726

$828,519 

   Land resource management revenue

1,660,038 

1,370,503 

2,519,319

1,937,115 

   Rental income revenue

583,475 

572,190 

1,749,746

1,686,925 

   Total Revenues

2,528,377 

2,232,695 

5,010,791

4,452,559 

Costs and expenses:

 

 

 

 

   Real estate management costs

256,992 

328,080 

762,322

895,437 

   Land resource management costs

1,879,132 

1,531,744 

3,279,028

2,704,546 

   Rental income costs

263,040 

259,571 

787,397

809,393 

   General and administration expense

397,566 

806,280 

1,293,345

1,846,984 

   Gain on sale of assets

5,500 

5,500 

   Total costs and expenses

2,791,230 

2,925,675 

6,116,592

6,256,360 

      Operating loss

(262,853)

(692,980)

(1,105,801)

(1,803,801)

 

 

 

 

 

Other income and expense:

 

 

 

 

   Interest and other income

80,734 

80,919 

251,675

255,278

   Interest expense (net of capitalized interest for
      the three and nine months ended July 31, 2011
      and 2010 of $47,518, $72,658, $158,532 and
      $248,464, respectively.)

389,355 

352,239 

1,155,563 

995,824 

   Total other income and expense

(308,621)

(271,320)

(903,888)

(740,546)

 

 

 

 

 

Loss from operations before income taxes

(571,474)

(964,300)

(2,009,689)

(2,544,347)

 

 

 

 

 

Credit for income taxes

(194,000)

(329,000)

(683,000)

(865,000)

 

 

 

 

 

Net loss

($377,474)

($635,300)

($1,326,689)

($1,679,347)

 

 

 

 

 

Earnings per combined share:

 

 

 

 

Basic loss per weighted average combined share

($0.15)

($0.26)

($0.54)

($0.68)

See accompanying notes to unaudited combined financial statements.



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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES


COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

FOR THE NINE MONTHS ENDED JULY 31, 2011

(UNAUDITED)

 

Capital Stock (1)

Capital in Excess of

Earnings Retained in

Accumulated Other Comprehensive

Capital Stock in

 

 

Shares

Amount

Stated Par

the Business

Loss

Treasury (2)

Total

Balance, October 31, 2010

2,732,442

$

819,731

$19,829,475 

$15,937,224 

($1,703,440)

($2,085,407)

$32,797,583 

 

 

 

 

 

 

 

 

Comprehensive loss:

 

 

 

 

 

 

 

Net loss

 

 

 

($1,326,689)

 

 

($1,326,689)

 

 

 

 

 

 

 

 

Balance, July 31, 2011

2,732,442

$

819,731

$19,829,475 

$14,610,535

($1,703,440)

($2,085,407)

$31,470,894


(1) Capital stock, at stated value of $0.30 per combined share

(2) 282,018 shares held in treasury, at cost


See accompanying notes to unaudited combined financial statements



- 3 -


BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES


COMBINED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED

 

JULY 31, 2011 and 2010

Nine Months Ended

(UNAUDITED)

07/31/11 

07/31/10 

Cash Flows Provided By (Used In) Operating Activities:

 

 

   Net loss

($1,326,689)

($1,679,347)

    Adjustments to reconcile net loss to net cash provided by (used in)
   operating activities:

 

 

          Depreciation

1,033,464 

1,001,970 

          Impairment

73,000 

          Deferred income taxes

(683,000)

(865,000)

          Gain on sale of assets

5,500 

          Compensation cost under employee stock plans

5,889 

          Changes in operating assets and liabilities:

 

 

               Cash held in escrow

307,027 

326,773 

               Accounts receivable and mortgages receivable

238,628 

(4,227)

               Prepaid expenses and other current assets

254,008 

222,409 

               Land and land development costs

148,296 

(96,716)

               Long-lived assets held for sale

1,007,075 

610,750 

               Accounts payable and accrued liabilities

(545,409)

(499,173)

               Deferred revenue

127,637 

239,737 

   Net cash provided by (used in) operating activities

555,537 

(663,935)

 

 

 

Cash Flows (Used In) Provided By Investing Activities:

 

 

   Proceeds from disposition of assets

5,500 

   Additions to properties

(298,512)

(1,470,197)

   Payments received under direct financing lease arrangements

6,449 

8,453 

   Net cash used in investing activities

(286,563)

(1,461,744)

 

 

 

Cash Flows (Used In) Provided By Financing Activities:

 

 

   Proceeds from debt

3,213,405 

7,008,871 

   Payment of debt

(3,538,616)

(4,790,129)

   Net cash (used in) provided by financing activities

(325,211)

2,218,742 

Net (decrease) increase in cash and cash equivalents

(56,237)

93,063 

Cash and cash equivalents, beginning of period

389,962 

161,772 

Cash and cash equivalents, end of period

$333,725 

$254,835 

 

 

 

See accompanying notes to unaudited combined financial statements.



- 4 -


NOTES TO UNAUDITED COMBINED FINANCIAL STATEMENTS

1. Basis of Combination

The accompanying unaudited combined financial  statements  include the accounts of Blue Ridge Real Estate Company and its wholly-owned  subsidiaries  (Northeast Land Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc., Blue Ridge Acquisition Company, BRRE Holdings, Inc., Coursey Commons Shopping Center, LLC, Coursey Creek, LLC, Cobble Creek, LLC, Flower Fields Motel, LLC, Blue Ridge WNJ, LLC and Blue Ridge WMN, LLC) (collectively “Blue Ridge”) and Big Boulder Corporation and its  wholly-owned  subsidiaries  (Lake  Mountain  Company and BBC  Holdings, Inc.) (collectively “Big Boulder” and, together with Blue Ridge, the “Companies”).

The combined balance sheet as of October 31, 2010, which has been derived from audited financial statements, and the combined financial statements as of and for the three and nine month periods ended July 31, 2011 and 2010, which are unaudited, are presented pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, these combined financial statements should be read in conjunction with the combined financial statements and notes thereto contained in the Companies’ 2010 Annual Report on Form 10-K. In the opinion of management, the accompanying combined financial statements reflect all adjustments (which are of a normal recurring nature) necessary for a fair statement of the results for the interim periods.

Due to intermittent revenues from land resource management, the results of operations for any interim period are not necessarily indicative of the results expected for the full fiscal year.

2. Significant Accounting Policies

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 continued or further downturn in the economy could adversely affect actual results.  Estimates are used in accounting for, among other things, land development costs, accounts and mortgages receivables, the unguaranteed residual value of assets under direct financing leasing arrangements, 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 financial statements in the period they are determined to be necessary.

Management believes that its accounting policies regarding revenue recognition, land development costs, long lived assets, net investment in direct financing leases, deferred income and income taxes among others, affect its more significant judgments and estimates used in the preparation of its combined financial statements.  For a description of these critical accounting policies and estimates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. There were no significant changes in the Companies’ critical accounting policies or estimates since the Companies’ fiscal year ended October 31, 2010 (“Fiscal 2010”).  Material subsequent events are evaluated and disclosed through the issuance date of this Quarterly Report on Form 10-Q.

Cash held in escrow consists of deposits held by the Companies for interest payments on lines of credit, golf course memberships and real estate transactions and other funds placed into escrow with a third party intermediary for the purpose of a tax deferred exchange under section 1031 of the Internal Revenue Code of 1986, as amended (the “IRC”).

Reclassification

In the second quarter of 2010, results of operations for the golf course were reclassified to the Land Resource Management segment from the Summer Recreation Operations segment.  The reclassification was based on management’s determination to market the golf course and the planned residential development surrounding the golf course together as a parcel to a national developer.  The Summer Recreation Operations segment no longer exists as a result of the reclassification.  



- 5 -


In the second quarter of 2011, Land held for recreation was reclassified to Land held for investment, principally unimproved.  The 311 acres that were reclassified house our ski areas which are leased to a third party operator.  Operating activities relating to this land are part of the rental income segment.

Certain amounts in the Fiscal 2010 combined financial statements have been reclassified to conform to the presentation for the fiscal year ended October 31, 2011 (“Fiscal 2011”).

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board “FASB” issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements” as codified in FASB Accounting Standards Codification “ASC” 820, “Fair Value Measurements and Disclosures” (“ASC 820”). ASC 820 provides guidance for using fair value to measure assets and liabilities. ASC 820 also responds to investors’ requests for expanded information about the extent to which a company measures assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. The Company adopted ASC 820 with respect to financial instruments effective for its fiscal year beginning November 1, 2008. In February 2008, the FASB issued FASB Staff Position (“FSP”) FAS 157-2 (“FSP 157-2”) (codified in ASC 820) which delays the effective date of ASC 820 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). FSP 157-2 applies to, but is not limited to, long-lived assets (asset groups) measured at fair value for an impairment assessment (i.e., inventory impairment assessments). FSP 157-2 defers the effective date for non-financial assets and non-financial liabilities of ASC 820 for the Companies to November 1, 2009. The Companies adoption of ASC 820 related to non-financial assets and non-financial liabilities did not have a material impact on the Companies’ combined financial statements.

In August 2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-5, “Fair Value Measurements and Disclosures (Topic 820) — Measuring Liabilities at Fair Value,” (“ASU 2009-5”), which amends ASC 820 to provide additional guidance to clarify the measurement of liabilities at fair value in the absence of observable market information. ASU 2009-5 was effective for the Companies beginning November 1, 2009. The adoption of ASU 2009-5 did not have a material impact on the Companies’ combined financial statements.

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (“Topic 820”): Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires certain new disclosures and clarifies some existing disclosure requirements regarding fair value measurement as set forth in Accounting Standards Codification (“ASC”) Subtopic 820-10. ASU 2010-06 amends ASC Subtopic 820-10 to now require that (1) a reporting entity disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers; (2) in the reconciliation for fair value measurements using significant unobservable inputs, a reporting entity present separately information about purchases, sales, issuances, and settlements, and (3) a reporting entity provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of ASU No. 2010-06 did not have a material impact on the Companies’ combined financial statements.

In December 2008, the FASB issued FSP SFAS No. 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets.” The disclosure requirements of this FSP are included in ASC Topic 715 — “Compensation-Retirement Benefit” (“Topic 715”) as pending transition guidance that require the disclosure of more information about investment allocation decisions, major categories of plan assets, including concentrations of risk and fair value measurements, and the fair value techniques and inputs used to measure plan assets. The disclosures about plan assets required by Topic 715 must be provided for fiscal years ending after December 15, 2009. The adoption of Topic 715 did not have a material impact on the Companies’ combined financial statements.

In December 2009, the FASB issued ASU No. 2009-16, “Accounting for Transfers of Financial Assets” (“ASU 2009-16”), which is an amendment of ASC 860, “Transfers and Servicing.”  ASU 2009-16 requires more information about the transfers of financial assets.  More specifically, ASU 2009-16 eliminates the



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concept of a “qualified special purpose entity”, changes the requirements for derecognizing financial assets, and enhances the information reported to users of financial statements.  ASU 2009-16 is effective for fiscal years beginning on or after November 15, 2009. ASU 2009-16 is effective for the Companies’ financial statements for fiscal years beginning November 1, 2010. The adoption of ASU 2009-16 did not have a material impact on the Companies’ combined financial statements.

In December 2009, the FASB issued ASU No. 2009-17, “Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU 2009-17”). ASU 2009-17 changes how a reporting entity determines when an entity that is insufficiently capitalized or is not controlled through voting (or similar rights) should be consolidated. The determination of whether a reporting entity is required to consolidate another entity is based on, among other things, the other entity’s purpose and design and the reporting entity’s ability to direct the activities of the other entity that most significantly impact the other entity’s economic performance. The new standard will require a number of new disclosures, including additional disclosures about the reporting entity’s involvement with variable interest entities and any significant changes in risk exposure due to that involvement. A reporting entity will be required to disclose how its involvement with a variable interest entity affects the reporting entity’s financial statements. ASU 2009-17 is effective for fiscal years beginning after November 15, 2009. The adoption of ASU 2009-17 did not have a material impact on the Companies’ combined financial statements.

3. Segment Reporting

The Companies currently operate in two business segments, which consist of Real Estate Management/Rental Operations and Land Resource Management.

4. Income Taxes

The benefit for income taxes for the three and nine months ended July 31, 2011 and 2010 is estimated using the estimated annual effective tax rate for the fiscal years ending October 31, 2011 and 2010.  The effective income tax rate for the first nine months of Fiscal 2011 and Fiscal 2010 was estimated at 34%.

The Companies’ practice is to recognize interest and/or penalties related to income tax matters as income tax expense in its combined financial statements. As of and for the nine months ended July 31, 2011, no interest and penalties have been accrued in the combined balance sheet and no expense is reflected in the combined statement of operations.    At July 31, 2011, federal and state tax returns for years ending October 31, 2007 and later are subject to future examination by the respective tax authorities.

5.  Stock Based Compensation

During the nine months ended July 31, 2011 and July 31, 2010 no stock options were issued or exercised.

Option activity during the nine month period ended July 31, 2011 is as follows:

 

Shares

 

Weighted
Average
Exercise
Price

Aggregate
Intrinsic
Value

Weighted
Average
Remaining
Useful Life
(in years)

Outstanding at October 31, 2010

43,000 

 

$38.40 

$1,651,200 

0.88 

Granted

 

 

Exercised

 

 

Expired

21,500 

 

$37.80 

$812,700 

Outstanding at July 31, 2011

21,500 

 

$39.00 

$838,500 

0.67 


 

 

 

 

 

Options exercisable at July 31, 2011

21,500 

 

$39.00 

 

 

 

 

 

 

 

 

Option exercise price range

$39.00 

 

 

 

 

All options are vested and the Companies do not intend to issue additional options during Fiscal 2011, therefore the Companies do not expect to recognize any compensation expense related to non-vested awards during Fiscal 2011.



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The Companies’ policy regarding the exercise of options requires that optionees utilize an independent broker to manage the transaction, whereby, following the option exercise the broker sells the exercised shares on the open market.

6.  Land and Land Development Costs

Land and improvements in progress held for development consist of the following:

 

07/31/2011 

10/31/2010 

Land unimproved designated for development

$10,901,858 

$11,094,647 

Residential development

3,456,229 

4,006,189 

Infrastructure development

6,551,120 

6,309,901 

 

$20,909,207 

$21,410,737 

The decrease in land unimproved designated for development was primarily the result of two land sales in the second quarter of Fiscal 2011. Residential development costs decreased due to the reclassification of two condo units to long-lived assets held for sale and the sale of four condo units at Boulder Lake Village and two duplex townhouses in Woodsbluff Court in Fiscal 2011.  The increase in infrastructure development was primarily related to design modifications related to the Big Boulder wastewater facility.

7.  Land

 

07/31/2011 

10/31/2010 

Land held for investment

 

 

   Land – Unimproved

$2,302,492 

$2,302,492 

   Land – Commercial rental properties

6,183,525 

6,183,525 

   Land – Ski areas

37,706 

37,706 

 

$8,523,723 

$8,523,723 

8.  Pension Benefits

Components of Net Periodic Pension Cost:

 

Three Months Ended

Nine Months Ended

 

07/31/11 

 

07/31/10 

07/31/11 

 

07/31/10 

 

 

 

 

 

 

 

Service Cost

$14,000 

 

$43,214 

$42,000 

 

$143,214 

Interest Cost

98,000 

 

104,721 

294,000 

 

310,721 

Expected return on plan assets

(95,500)

 

(78,398)

(286,500)

 

(238,398)


Net amortization and deferral:

 

 

 

 

 

 

   Amortization of transition obligation

 

717 

 

2,151 

   Amortization of prior service cost

 

68 

 

206 

   Amortization of accumulated loss

50,250 

 

69,960 

150,750 

 

198,960 

   Net amortization and deferral

50,250 

 

70,745 

150,750 

 

201,317 

   Total net periodic pension cost

$66,750 

 

$140,282 

$200,250 

 

$416,854 

The Companies expect to contribute $637,450 to their pension plan in Fiscal 2011.  As of July 31, 2011, the Companies made contributions totaling $310,100 and anticipate contributing an additional $327,350 to fund their pension plan in Fiscal 2011.



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9.  Investment in Direct Financing Leases

The Companies lease the Jack Frost and Big Boulder ski areas to a third party under direct financing leases that extend through 2034.  The leases provide for minimum rental payments, with scheduled payment increases based upon the U.S. Consumer Price Index, not to exceed 4% in any given year.  Minimum annual future lease payments due under these leases at July 31, 2011 are as follows:

2012

$267,408 

2013

274,094 

2014

280,946 

2015

287,970 

2016

295,169 

Thereafter

14,534,805 

TOTAL

$15,940,392 

The Companies net investment in direct financing leases consists of the following as of July 31, 2011 and October 31, 2010:

 

07/31/11 

10/31/10 

Minimum future lease payments

$7,509,513 

$7,757,213 

Unguaranteed residual value of lease properties

8,430,879 

8,430,879 

Gross investment in lease

15,940,392 

16,188,092 

Unearned income

(7,648,048)

(7,889,299)

Net investment in direct financing leases

$8,292,344 

$8,298,793 

Unearned interest income is amortized to income using the interest method.  The scheduled increases in future annual lease payments have been accounted for on a straight line basis over the terms of the leases in accordance with generally accepted accounting principles (“GAAP”)

10.  Per Share Data

     Earnings per share (“EPS”) is based on the weighted average number of common shares outstanding during the period.  The calculation of diluted EPS assumes weighted average options have been exercised to purchase shares of common stock in the relevant period, net of assumed repurchases using the treasury stock method. For the three and nine months ended July 31, 2011 and 2010, all outstanding unexercised stock options would be excluded from the calculation of diluted EPS because the exercise price of all such options exceeded the market price of the Companies’ common stock.  As a result, the calculation of diluted EPS has been excluded from the table below since diluted EPS for these periods is equal to EPS.

     Weighted average basic shares, taking into consideration shares issued, weighted average options used in calculating EPS and treasury shares repurchased, for the three and nine months ended July 31, 2011 and July 31, 2010 are as follows:

     Basic loss per weighted average combined share is computed as follows:

 

Three Months Ended

Nine Months Ended

 

07/31/11

07/31/10

07/31/11

07/31/10

Net loss

($377,474)

($635,300)

($1,326,689)

($1,679,347)

Weighted average combined shares of common stock outstanding

2,450,424 

2,450,424 

2,450,424 

2,450,424 

Basic loss per weighted average combined share

($0.15)

($0.26)

($0.54)

($0.68)




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11.  Supplemental Disclosure to Statements of Cash Flows

The following are supplemental disclosures to the statements of cash flows for the nine months ended July 31, 2011 and 2010:

 

2011 

2010 

Cash paid during the period for:

 

 

      Interest

$1,306,362 

$1,244,288 

      Income taxes

$28,899 

$205,212 

 

 

 

Non cash operating activities:

 

 

      Timing difference pertaining to the Amended and Restated Term Note
      dated July 29, 2011 and the receipt of proceeds on August 11, 2011
      which resulted in an increase in accounts receivable and mortgages
      receivable and debt

$2,000,000 

$0 

 

 

 

      Reclassification of assets from land and land development costs to
      land improvements, buildings and equipment, net and from land held
      for investment to land and land development costs

$0 

$319,359 

 

 

 

      Reclassification of assets from land and land development costs to
      long-lived assets held for sale

$353,234 

$1,428,937 

 

 

 

      Reclassification of assets from land held for recreation to land held for
      investment, principally unimproved

$37,706 

$0 

12. Subsequent Events

The Companies have evaluated and disclosed subsequent events from July 31, 2011 through the issuance date of this Form 10-Q.

On August 12, 2011, Mr. Patrick Flynn resigned his position as Director and President of the Companies.  On August 8, 2011 the Board of Directors unanimously approved the appointment of Bruce Beaty as President effective August 12, 2011. Mr. Beaty, age 52, has served on the Companies’ Board of Directors since April 2006.  Mr. Beaty also has served as the Managing Partner of Asterion Capital LLC, an investment management firm based in Stamford, Connecticut, since he founded the company in February 2004.  The Companies have agreed to pay Mr. Beaty $50,000 as annual compensation for his service.

On August 15, 2011 the Companies entered into an amendment to the Phase 3 Agreement of Sale dated February 17, 2011 with The Conservation Fund, extending the inspection period from August 16, 2011 to February 16, 2012.  The Agreement of Sale is for 376 acres in Thornhurst, Lackawanna County for the purchase price of $1,600,000.

On August 17, 2011, Blue Ridge entered into an Agreement of Sale for the property located at 4306 South College Avenue in Fort Collins, Colorado for the purchase price of $1,450,000.  The buyer has deposited $30,000 into an escrow account.  The escrowed funds and the remaining balance of the purchase price, $1,420,000, shall be payable to Blue Ridge at closing.



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Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are made based upon, among other things, current assumptions by management, expectations and beliefs concerning future developments and their potential effect on the Companies.  In some cases you can identify forward-looking statements where statements are preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “plans,” “future,” “potential,” “probably,” “predictions,” “continue” or the negative of such terms or similar expressions.  All statements, other than statements of historical fact, regarding the Companies’ strategy, future operations, financial position, estimated revenue, projected costs, projected savings, prospects, plans, opportunities and objectives constitute “forward-looking statements,” including but not limited to statements regarding the conducting of future construction in phases and the use of profits of such construction; the effect of accounting policies on significant judgments; the materiality of current legal proceedings with which the Company is involved; the current and future real estate market in the Pocono Mountains; the timing and outcome of the Companies’ planned land development; contributions to the Companies’ pension plan; the Companies’ land development and infrastructure plans in and around Jack Frost Mountain and Big Boulder Lake and Ski Resort; our issuance of options and recognition of compensation expense; commencement of new development projects; acquisitions of income producing properties; land tract sales that are to be treated as tax deferred exchanges; and the Companies’ anticipated cash needs.

These statements involve known and unknown risks, uncertainties and other factors that may cause the Companies’ or their industry’s actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.  Because forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements, including but not limited to:

Changes in market demand and/or economic conditions within the Companies’ local region and nationally, including changes in consumer confidence, volatility of mortgage interest rates and inflation;

The status of the current and future real estate market in the Pocono Mountains;

Borrowing costs, and the Companies’ ability to generate cash flow to pay interest and scheduled debt payments as well as the Companies’ ability to refinance such indebtedness;

The Companies’ ability to continue to generate sufficient working capital to meet the Companies’ operating requirements;

The Companies’ ability to obtain and maintain approvals from local, state and federal authorities on regulatory issues;

The Companies’ ability to provide competitive pricing to sell homes;

The Companies’ ability to achieve gross profit margins to meet operating expenses;

Fluctuations in the price of building materials;

The Companies’ ability to effectively manage the Companies’ business;

The Companies’ ability to attract and retain qualified personnel in the Companies’ business;

The Companies’ ability to negotiate leases for the future operations of our facilities;

The Companies’ relations with the Companies’ controlling shareholder, including its continuing willingness to provide financing and other resources;

Actions by the Companies’ competitors;

Effects of changes in accounting policies, standards, guidelines or principles; and

Terrorist acts, acts of war and other factors over which the Companies have little or no control.

As a result of these factors, the Companies cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate.  Furthermore, if the Companies’ forward-looking statements prove to be inaccurate, the inaccuracy may be material.  In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by the



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Companies or any other person that the Companies will achieve their objectives and plans in any specified time frame, if at all.  

The Companies do not intend to update these forward-looking statements, to reflect circumstances or events that occur after the date the forward-looking statements are made or to reflect the occurrence of unanticipated events except as required by law.  The Companies qualify all the forward-looking statements contained in this Quarterly Report on Form 10-Q by the cautionary statements referenced above.

Overview

Since the early 1980s, the Companies have developed five resort communities in close proximity to their Jack Frost Mountain and Big Boulder Ski Area resorts.  The Companies’ resorts are located in the Pocono Mountains of Pennsylvania, an area which offers year-round regional tourist appeal and a quiet, relaxing vacation environment.

The Companies own 14,102 acres of land in Northeastern Pennsylvania, along with 15 acres in various other states.  Of these land holdings, the Companies’ have designated 3,394 acres as held for development.  It is expected that all of the Companies’ planned developments will be subdivided and sold as parcels of land, while others will be developed into single and multi-family housing.

The real estate industry is cyclical and is subject to numerous economic factors including general business conditions, changes in interest rates, inflation and oversupply of properties.  Any sustained period of weakness or weakening business or economic condition in the markets in which the Companies currently operate or intend to do business or in related markets, such as those they have experienced, will impact the demand for the type of properties the Companies intend to develop.

The Companies are offering for sale homes in the Laurelwoods II community and the Boulder Lake Village Condominium development overlooking Big Boulder Lake and Ski Resort located in Lake Harmony, Pennsylvania. In Phase I of the Laurelwoods II community, construction was completed on 22 single family homes, all of which have been sold.  Municipal approval has been received for the construction of 44 duplex and 22 single units in Phase II of the Laurelwoods II community and construction of eight of the duplex units has been completed.  Five of these completed units have been sold and the three other units are in inventory.  Municipal approval has been received for the construction of 144 condominium units in the Boulder Lake Village condominium development.  Boulder Lake Village “Building J” is comprised of 18 condominium units, and construction has been completed on 17 of these units.  Six of these completed units have been sold, one unit has been decorated as a model, one unit accommodates a sales office and nine are held in inventory.  The remaining condominium unit is expected to be completed during Fiscal 2011.

Due to the sustained weakness of the housing market nationwide, the Companies continue to monitor the progress of residential home sales within the Northeast region.  Although the Companies are continuing construction of Phase II of the Laurelwoods II community of multi-family homes and the Boulder Lake Village condominium project, the Companies do not expect to start any new residential development projects or begin construction on any additional planned homes or units until the market stabilizes.

Management is also taking various steps to attract new home and land sale customers. For example, purchasers who want to purchase newly constructed single family homes in the Companies’ Laurelwoods II community development and can make a down payment of at least 20%, have the option of financing their mortgage through Big Boulder Corporation with interest only payments for five years.  Other steps taken by management to attract new home and land sale customers include, among other things, offering a one year membership with the Lake Mountain Club, offering complimentary passes to the Jack Frost National Golf Course to the purchasers of the existing Laurelwoods II duplex townhomes and offering a one year membership with the Lake Mountain Club on behalf of any current homeowner in the Blue Heron, Midlake Condominium, Laurelwoods Community and Snow Ridge Village developments that provide a purchaser referral which results in the sale of an existing Laurelwoods II duplex home or Boulder Lake Village condominium.  The Companies are also offering financing opportunities for the purchase of selected tracts of land.

During the nine months ended July 31, 2011, management has pursued selective sales of land, some of which may be treated as section 1031 tax deferred exchanges under the IRC.  Management intends to continue such sales through Fiscal 2011, and the Companies also intend to continue researching income producing investment properties for potential acquisition during this time.



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The Companies also generate revenue by the selective timbering of their land.  Management relies on the advice of their forester, who is engaged on a consulting basis and who receives a commission on each stumpage contract, for the timing and selection of certain parcels for timbering.  The forester gives significant attention to protecting the environment and retaining the value of these parcels for future timber harvests.  The forester has completed an inventory of the Companies’ timber resources to aid management in considering valuations before entering into future timber agreements.

The Companies also own the Jack Frost National Golf Course which opened in the spring of 2007.  The golf course is managed by Billy Casper Golf, LLC, a nationally recognized golf course management company.

The Companies also have begun advertising certain subdivisions for sale to recognized land developers in order to facilitate the market for housing and to reduce the inherent risk associated with land development.

As a result of the Companies’ focus on real estate activities, we present our balance sheet in an unclassified presentation in order to reflect our assets and liabilities in order of their importance.

Recent Developments

Effective as of July 29, 2011, the Companies entered into an Amended and Restated Term Note (the “Amended and Restated Note”) with Manufacturers and Traders Trust Company (the “Bank”), which amends and restates the Term Note dated July 29, 2010 (the “Original Note”), entered into by the Companies and the Bank.  Under the terms of the Original Note, the Bank had extended to the Companies a loan in an aggregate principal amount of $2,600,000 to complete construction of certain residential units and for other working capital purposes.  Under the terms of the Amended and Restated Note, the Bank increased the Companies’ loan by an aggregate of $2,000,000, to a maximum principal amount of $4,600,000 and extended the maturity date of the Original Note from July 29, 2011 to December 31, 2011.  The Loan is secured by (a) Amended and Restated Open-End Mortgages (the “Amended and Restated Mortgages”), granted by the Companies and their wholly-owned subsidiary Northeast Land Co., on all of the Companies’ right, title and interest in and to the land, improvements and leases at Jack Frost Mountain Ski Area and Big Boulder Ski Area, both of which are located in Kidder Township, Carbon County, Pennsylvania, as well as other land, improvements and leases located in Kidder Township, Carbon County, Pennsylvania and Tunkhannock Township, Monroe County, Pennsylvania (such real property, the “Mortgaged Property”); (b) a first priority perfected security interest in all non-real estate assets of each of the Companies included in the Mortgaged Property; and (c) the unlimited and unconditional guaranty and suretyship of Kimco Realty Corporation, the Companies’ majority shareholder.  Interest on the Amended and Restated Note is due and payable on a monthly basis or as otherwise invoiced by the Bank, and accrues at a variable rate based on 3.00 percentage points above one-month LIBOR.  The Companies intend to use the Loan for working capital purposes.  The principal amount of the Loan is to be paid in full on December 31, 2011.

Critical Accounting Policies and Significant Judgments and Estimates

The Companies have identified the most critical accounting policies upon which the Companies’ financial reporting depends.  The critical policies and estimates were determined by considering accounting policies that involve the most complex or subjective decisions or assessments.  The most critical accounting policies identified relate to deferred tax liabilities, net investment in direct financing leases, the valuation of land development costs and long-lived assets, and revenue recognition.

Revenues are derived from a wide variety of sources, including sales of real estate, management of investment properties, home construction, property management services, timbering, golf activities, and leasing activities.  Revenues are recognized as services are performed, except as noted below.

The Companies recognize income on the disposition of real estate using the full accrual method.  The full accrual method is appropriate at closing when the sales contract has been signed, the buyer has arranged permanent financing and the risks and rewards associated with ownership have been transferred to the buyer.  In the few instances that the Companies finance the sale, a minimum 20% down payment is required from the buyers.  The remaining financed purchase price is not subject to subordination.  Down payments of less than 20% are accounted for as deposits.

The costs of developing land for resale as resort homes and the costs of constructing certain related amenities are allocated to the specific parcels to which the costs relate. Such costs, as well as the costs of



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construction of the resort homes, are charged to operations as sales occur. Land held for resale and resort homes under construction are stated at lower of cost or market.

The Companies recognize revenue and costs on custom home construction using the percentage of completion method of accounting when construction is beyond the preliminary stage, the buyer is committed and may only require a refund in the event of non-delivery, if the sales proceeds are collectible and if the aggregate sales proceeds and the total cost of the project can be reasonably estimated.  Total estimated revenues and construction costs are reviewed periodically, and any change is applied prospectively.

Timbering revenues from stumpage contracts are recognized at the time a stumpage contract is signed. At the time a stumpage contract is signed, the risk of ownership is passed to the buyer at a fixed, determinable cost.  There is no transfer of title in connection with these contracts.  Reasonable assurance of collectibility is determined by the date of signing and, at that time, the obligations of the Companies’ are satisfied.  Therefore, full accrual recognition at the time of contract execution is appropriate.

Deferred income consists of rents, ski area leases, dues and deposits on land or home sales. These rents, which are not yet earned are rents from the Companies’ commercial properties that have been paid in advance.  Ski area leases are paid over a four month period from December to March and recognized over the year.  Dues are dues paid in advance related to memberships in the Companies’ hunting and fishing clubs and golf course memberships paid. Revenues related to the hunting and fishing clubs and golf course memberships are recognized over the seasonal period that the dues cover.  The Companies recognize revenue related to the fishing club over a five month period from May through September, and the golf course over a seven month period, from April through October.  Deposits are required on land and home sales.

Management’s estimate of deferred tax assets and liabilities is primarily based on the difference between the tax basis and financial reporting basis of depreciable assets and the net investment in direct financing leases, like-kind exchanges of assets, net operating losses, stock options and accruals.  Valuation allowances are established when necessary to reduce tax assets to the amount expected to be realized.

The Companies have capitalized as the net investment in direct financing leases that portion of the leased premises pertaining to Jack Frost Mountain and Big Boulder Ski Areas, which met the criteria for accounting for these transactions as direct financing leases.  The accounting is based on estimates and assumptions about the fair values and estimated useful lives of the leased properties, as well as the collectibility of lease payments and recoverability of the unguaranteed residual value of the leased properties. The Companies periodically review the net investment in direct financing leases for events or changes in circumstances that may impact collectibility, and recoverability of the unguaranteed residual value of leased properties.

The Companies capitalize as land and land development costs, the original acquisition cost, direct construction and development costs, property taxes, interest incurred on costs related to land under development and other related costs (engineering, surveying, landscaping, etc.) until the property reaches its intended use.  The cost of sales for individual parcels of real estate or condominium units within a project is determined using the relative sales value method.  Revenue is recognized upon signing of the closing documents, at which time a binding contract is in effect, the buyer has arranged for permanent financing and the Companies are assured of payment in full.  In addition, at the time of closing, the risks and rewards associated with ownership have been transferred to the buyer.  Selling expenses are recorded when incurred.

Long-lived assets, namely properties, are recorded at cost. Depreciation and amortization is provided principally using the straight-line method over the estimated useful life of the asset. Upon sale or retirement of the asset, 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. 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.

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 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



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between the carrying value and the fair value of the asset.  The impairment loss is recognized in the period incurred.

The Companies sponsor a defined benefit pension plan as detailed in footnote 8 to the accompanying unaudited combined financial statements.  The accounting for pension costs is determined by specialized accounting and actuarial methods using numerous estimates, including discount rates, expected long-term investment returns on plan assets, employee turnover, mortality and retirement ages, and future salary increases.  Changes in these key assumptions can have a significant effect on the pension plan’s impact on the Companies’ financial statements.  The Companies engage the services of an independent actuary and investment consultant to assist them in determining these assumptions and in calculating pension income.  The pension plan is currently underfunded and, accordingly, the Companies have made contributions to the fund of $402,126 in Fiscal 2010.  The Companies expect to contribute $637,450 to the pension plan in Fiscal 2011.  Future benefit accruals under the pension plan ceased as of August 31, 2010.  The Companies also have a 401(k) pension plan that is available to all full time employees.  Effective August 1, 2010, the Companies match 50% of employee salary deferral contributions up to 3% of their pay for each payroll period.

The Companies recognize as compensation expense an amount equal to the grant date fair value of the stock options issued over the required service period.  Compensation cost was measured using the modified prospective approach.

The fair value of each option award is estimated at the date of grant using an option pricing model.  Expected volatilities are based upon historical volatilities of the Companies’ stock.  The Companies use historical data to estimate option exercises and employee terminations with the valuation model.  The expected term of options granted is derived from the output of the valuation model and represents the period of time that options granted are expected to be outstanding.  The risk-free rate for periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

The Companies have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Results of Operations for the Three and Nine Months Ended July 31, 2011 and 2010

Operations for the three and nine months ended July 31, 2011 resulted in a net loss of $377,474 and $1,326,689, or $0.15 and $0.54 per combined share respectively, compared to a net loss of $635,300 and $1,679,347, or $0.26 and $0.68 per combined share, for the three and nine month periods ended July 31, 2010, respectively.

Revenues

Combined revenue of $2,528,377 and $5,010,791 for the three and nine months ended July 31, 2011 represents an increase of $295,682 and $558,232, respectively, compared to the three and nine months ended July 31, 2010.  Real Estate Management Operations / Rental Operations revenue increased $6,147 and decreased $23,972, or 1% and (1%), respectively, for the three and nine months ended July 31, 2011, compared to the three and nine months ended July 31, 2010. Land Resource Management revenue increased $289,535 and $582,204, or 21% and 30% for the three and nine months ended July 31, 2011 compared to the three and nine months ended July 31, 2010, respectively.

Real Estate Management/Rental Operations

Real Estate Management Operations / Rental Operations revenue was $2,491,472 for the nine months ended July 31, 2011, compared to $2,515,444 for the nine months ended July 31, 2010, which resulted in a decrease of $23,972, or (1%).  This decrease was primarily attributed to a decrease in Moseywood Construction Company’s new home construction sales.  Revenue for new home construction sales for the nine months ended July 31, 2011 was $0, compared to residual revenue of $93,628 for the nine months ended July 31, 2010, a decrease of $93,628.  The Companies have not accepted any new home construction contracts since July 3, 2008 due to the ongoing, overall economic slowdown.  All new homes under the existing contracts have been completed.  Trust service fees, which are fees for water, sewer and road maintenance, for the nine months ended July 31, 2011, increased to $512,497 as compared to $503,883 for the nine months ended July 31, 2010, an increase of $8,614, or 2%.  Rental revenue for the nine months ended July 31, 2011 increased to $1,749,746 as compared to $1,686,925 for the nine months ended July 31, 2010, an increase of $62,821, or 4%.  This increase was primarily attributable to the acquisition of a commercial property in Fort Collins, Colorado in the second quarter of Fiscal 2010 resulting in rental revenue of $87,000 for the nine months ended July 31, 2011 as



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compared to $49,714 for the nine months ended July 31, 2010 for an increase of $37,286, or 75%  Revenue related to the lease of the ski areas was $219,503 for the nine months ended July 31, 2011 as compared to $189,666 for the nine months ended July 31, 2010 for an increase of $29,837, or 16%. This increase was primarily related to water testing service revenue.

Land Resource Management

For the nine months ended July 31, 2011, Land Resource Management revenues increased to $2,519,319 compared to $1,937,115 for the nine months ended July 31, 2010, an increase of $582,204, or 30%.  This increase is primarily attributable to four condominium sales in Boulder Lake Village and two duplex townhouse sales in Laurelwoods II community totaling $1,830,615 for the nine months ended July 31, 2011, as compared to three single family home sales and one condominium sale in Boulder Lake Village for $1,193,575 for the nine months ended July 31, 2010, an increase of $637,040, or 53%.  For the nine months ended July 31, 2011, timbering revenue was $77,900 as compared to $0 for the nine months ended July 31, 2010. Land Sale revenue for the nine months ended July 31, 2011 decreased to $165,976 as compared to $259,347 for the nine months ended July 31, 2010, a decrease of $93,371, or 36%.  Land sales do not occur on a regular basis.  The Jack Frost National Golf Course’s revenue for the nine months ended July 31, 2011 decreased to $444,828 as compared to $484,193 for the nine months ended July 31, 2010, a decrease of $39,365, or 8%, which was primarily due to a decrease in membership and initiation fees.

Operating Costs

Real Estate Management/Rental Operations

Operating costs associated with Real Estate Management Operations / Rental Operations for the nine months ended July 31, 2011 decreased to $1,549,719 compared to $1,704,830 for the nine months ended July 31, 2010, a decrease of $155,111, or 9%.  For the nine months ended July 31, 2011, new home construction costs decreased to $250 compared to $75,728 for the nine months ended July 31, 2010, a decrease of $75,478, or 99%.  Operating expenses for the new home construction division for the nine months ended July 31, 2011 decreased to $0 as compared to $107,281 for the nine months ended July 31, 2010.  These decreases are attributable to our decision not to accept any new home construction contracts.  All new homes under the existing contracts have been completed.

Land Resource Management

Operating costs associated with Land Resource Management for the nine months ended July 31, 2011 increased to $3,279,028 compared with $2,704,546 for the nine months ended July 31, 2010, an increase of $574,482, or 21%.  This increase is primarily attributable to an increase in construction costs related to real estate development, which were $1,091,827 for the nine months ended July 31, 2011 as compared to $837,531 for the nine months ended July 31, 2010, an increase of $254,296, or 30%.  This increase was the result of the sale of four condominiums in Boulder Lake Village and one furnished and one unfurnished duplex townhouse sales in the Laurelwoods II community during the nine months ended July 31, 2011, as compared to the sale of three single family homes and one condominium in Boulder Lake Village during the nine months ended July 31, 2010.  Correspondingly, the real estate development operating expenses for the nine months ended July 31, 2011 increased to $938,816 as compared to $535,677 for the nine months ended July 31, 2010, an increase of $403,139, or 75%.  This increase was primarily due to furnishings related to the sale of the Laurelwoods II duplex townhouse ($53,076), salaries and related benefits and taxes no longer being capitalized ($52,941), interest expense ($110,892), construction management fees ($45,710), commissions ($31,506), architectural and engineering fees ($34,280) and closing costs ($60,113).  The Jack Frost National Golf Course expenses decreased by $21,852 for the nine months ended July 31, 2011 as compared to the nine months ended July 31, 2010 primarily due to decreased course repairs and maintenance ($6,469) and advertising ($14,525).  There were two land sales for the nine month period ended July 31, 2011 as compared to four land sales for the nine month period ended July 31, 2010 resulting in a decrease in the cost of land sold by $59,516 and related operating expense by $10,975.  There was one timbering contract for the nine months ended July 31, 2011 resulting in consulting fees of $9,390.

General and Administration

General and Administration costs for the nine months ended July 31, 2011 decreased to $1,293,345 as compared to $1,846,984 for the nine months ended July 31, 2010, a decrease of $553,639, or 30%. 



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This decrease is primarily related to pension costs ($191,110), salaries and related benefits and payroll taxes ($182,013), consulting fees ($66,869), professional service fees ($39,805) and supplies and services ($70,447).

Other Income and Expense

Interest and other income decreased to $251,675 for the nine months ended July 31, 2011 compared to $255,278 for the nine months ended July 31, 2010, a decrease of $3,603, or 1%.

Interest expense for the nine months ended July 31, 2011 increased to $1,155,563 compared to $995,824 for the nine months ended July 31, 2010, an increase of $159,739, or 16%.  Effective as of July 29, 2011, the Companies entered into the Amended and Restated Note with the Bank, which increased the original $2,600,000 demand note by an aggregate of $2,000,000 to $4,600,000.  Interest expense relating to this note was $103,514 for the nine months ended July 31, 2011 as compared to $0 for the nine months ended July 31, 2010. The Companies have a $9,000,000 line of credit with the Bank to fund real estate development which resulted in interest expense relating to the completed and unsold units at Boulder Lake Village and Woodsbluff duplexes increasing to $141,615 for the nine months ended July 31, 2011 as compared to $110,589 for the nine months ended July 31, 2010, an increase of $31,026, or 28%.  In addition, the Companies acquired a commercial property in Fort Collins, Colorado in February 2010 which resulted in an interest expense of $35,175 for the nine months ended July 31, 2011 as compared to $20,056 for the nine months ended July 31, 2010, an increase of $15,119, or 75%.  These increases were offset by the repayment of other debt.

Tax Rate

The effective tax rate for the nine months ended July 31, 2011 and 2010 was 34%.  The rate for Fiscal 2011 is specific to federal taxes.  There is no benefit for state income tax because the Companies fully reserved the future benefit.  

Liquidity and Capital Resources

As reflected in the Combined Statements of Cash Flows, net cash provided by operating activities was $555,537 for the nine months ended July 31, 2011 versus net cash used in operating activities of $663,935 for the nine months ended July 31, 2010.  The increase in net cash provided by operating activities for the nine months ended July 31, 2011 is primarily attributable to increased sales in real estate development and decreased net loss.

For the nine months ended July 31, 2011, maintenance equipment for our golf course was the major capital expenditure.

On February 25, 2010, the Companies entered into a Deed of Trust and Security Agreement and Purchase Money Promissory Note (the “Grove Note”) with The Stephen A. Grove Descendants Trust in the amount of $670,000, which encumbers certain real property owned by Blue Ridge located in Fort Collins, Colorado.  This property is currently leased to AmRest, LLC d/b/a Applebee’s. The Grove Note has a term of five years and requires monthly payments in the amount of $3,908.33 beginning March 1, 2010 and ending February 28, 2015, at which time the remaining principal balance and all interest accrued shall become due and payable. The interest rate is fixed at 7.00%.  The Companies entered into an Agreement of Sale for this property on August 17, 2011 for a purchase price of $1,450,000.  

On July 29, 2010, the Companies entered into a Loan Agreement (the “Loan”) and Term Note (“the Note”) with the Bank in the amount of $2,600,000.  The principal amount of the Loan was to be paid in full on July 29, 2011.  Effective as of July 29, 2011, the Companies entered in to the Amended and Restated Note with the Bank, which increased the loan by an aggregate of $2,000,000 to $4,600,000 and extended the maturity date of the Original Note from July 29, 2011 to December 31, 2011.  The Amended and Restated Note is secured by (a) the Amended and Restated Mortgages granted by the Companies and their wholly-owned subsidiary Northeast Land Co., on all of the Borrowers’ right, title and interest in and to the land and improvements and leases at Jack Frost Mountain Ski Area and Big Boulder Ski Area, both of which are located in Kidder Township, Carbon County, Pennsylvania and Tunkhannock Township, Monroe County, Pennsylvania; (b) a first priority perfected security interest in all non-real estate assets of each of the Borrowers; and (c) the unlimited and unconditional guaranty and suretyship of Kimco Realty Corporation, the Companies’ majority shareholder.   Interest on the Amended and Restate Note is due and payable on a monthly basis and accrues at a variable rate based on 3.00 percentage points above one-month LIBOR. At July 31, 2011 the interest rate equaled 3.19%.   Although the Amended and Restated Note was effective as of July 29, 2011, the $2,000,000 in proceeds under



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the note were received on August 11, 2011.  As a result, at July 31, 2011, the funds were recorded as a receivable.  The additional proceeds of the Loan are being used for working capital purposes.

The Companies have a $9,000,000 line of credit with the Bank to fund real estate development with a construction sub-limit of $4,400,000 and site development sub-limit of $4,600,000.  The interest rate on this line of credit is equal to the greater of overnight LIBOR plus 3.5% or the daily 30-day LIBOR plus 3.5%, with an interest rate floor of 5.5%.  The Companies maintain an interest reserve account which was established in the third quarter of Fiscal 2009 as security for the payment of interest with the proceeds from a sale of land.  Interest is due and payable on a monthly basis and at July 31, 2011, the interest rate equaled 5.5% and the balance of the interest reserve escrow account was $200,664.  The remaining principal and any accrued interest are due and payable on September 30, 2012.  The Companies utilized a portion of the proceeds from the sale of four Boulder Lake Village condominium units and two Laurelwoods Woodsbluff Court duplex units to repay $1,166,258 and $472,512 on the Construction and Site Development sub-limits, respectively, during the nine months ended July 31, 2011.  At July 31, 2011, $3,239,131 and $2,917,521 were outstanding on the Construction and Site Development sub-limits, respectively

The total principal amount outstanding under the aggregate line of credit may not exceed the lesser of (a) $9,000,000, or (b) 80% of the cost or appraised value of the units.  The loan agreement requires, among other things, that the Companies comply annually with consolidated debt to worth, debt service coverage and tangible net worth ratios.  The Companies have not met the required debt service coverage ratio at October 31, 2010 and have obtained a waiver from the Bank for this covenant.

The Companies also have a $3,100,000 line of credit with the Bank for general operations.  At July 31, 2011, $2,913,421 was outstanding on the $3,100,000 line at a 5.5% interest rate.

The following table sets forth the Companies’ significant contractual cash obligations for the items indicated as of July 31, 2011:

Contractual Obligations:

Total 

Less than
1 year 

1-3 years 

4-5 years 

More than
  5 years 

   Lines of Credit

$9,070,073 

$9,070,073 

$0 

$0 

$0 

   Long-Term Debt

21,391,509 

4,988,015 

9,213,463 

524,061 

6,665,970 

   Capital Leases

160,661 

55,014 

105,647 

   Purchase Obligations

17,896 

17,896 

   Pension Contribution Obligations

327,350 

327,350 

Total Contractual Cash Obligations

$30,967,489 

$14,458,348 

$9,319,110 

$524,061 

$6,665,970 

We currently anticipate that the funds needed for future operations and to implement our land development strategy will be satisfied through operating cash, borrowed funds, public offerings or private placements of debt or equity and reinvested profits from completed and sold units or lots. We expect that with respect to land development, future construction will be conducted in phases, with the profits from each phase used to fund additional future construction. Construction is being implemented in phases as to reduce market risk associated with changing economic conditions.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk is limited primarily to the fluctuating interest rates associated with variable rate indebtedness.  At July 31, 2011, we had $13,797,988 of variable rate indebtedness, representing 45% of our total debt outstanding, at an average rate of 4.71% (calculated as of July 31, 2011).  Our average interest rate is based on our various credit facilities and our market risk exposure fluctuates based on changes in underlying interest rates.

Exposure to market risk may also exist in our mortgages receivable issued in connection with land sales.  Mortgages receivable are considered fully collectible by management and accordingly, no allowance for loan losses is considered necessary.

Item 4.  CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures.

The Companies’ chief executive officer and chief financial officer, along with the participation of management, evaluated the effectiveness of the Companies’ disclosure controls and procedures as of the end of



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the period covered by this report. Based on that evaluation, the Companies’ chief executive officer and chief financial officer concluded that the Companies’ disclosure controls and procedures as of the end of the period covered by this report have been designed and are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Companies in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and is accumulated and communicated to the Companies’ management, including the Companies’ principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Companies believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b)  Change in Internal Control over Financial Reporting.

No change in the Companies' internal control over financial reporting occurred during the Companies’ most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companies’ internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

The Companies are presently party to certain lawsuits arising in the ordinary course of their business.  The Companies believe that none of their current legal proceedings will be material to their business, financial condition or results of operations.

Item 1A.  RISK FACTORS

No update.



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Item 6.  EXHIBITS

Exhibit Number

Description

10.1

$4,600,000 Amended and Restated Term Note, dated July 29, 2011, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.1 Form 8-K and incorporated herein by reference.)

10.2

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.2 Form 8-K and incorporated herein by reference.)

10.3

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Big Boulder Corporation and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.3 Form 8-K and incorporated herein by reference.)

10.4

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Northeast Land Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.4 Form 8-K and incorporated herein by reference.)

10.5

Agreement of Sale, Phase 3, dated February 17, 2011 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 376 acres located in Thornhurst Township, Lackawanna County, Pennsylvania. (filed February 18, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)

31.1*

Principal Executive Officer’s Rule 13a-14(a)/15d-14(a) Certification

31.2*

Principal Financial Officer’s Rule 13a-14(a)/15d-14(a) Certification

32.1*

Principal Executive Officer’s Section 1350 Certification

32.2*

Principal Financial Officer’s Section 1350 Certification

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

**Furnished herewith



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SIGNATURES



Pursuant to the requirements 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

BIG BOULDER CORPORATION

(Registrants)





Dated:   September 14, 2011

/s/ Eldon D. Dietterick

Eldon D. Dietterick

Executive Vice President/Treasurer




Dated:   September 14, 2011

/s/ Cynthia A. Van Horn

Cynthia A. Van Horn

Chief Accounting Officer


























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EXHIBIT INDEX

Exhibit Number

Description

10.1

$4,600,000 Amended and Restated Term Note, dated July 29, 2011, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Company, Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.1 Form 8-K and incorporated herein by reference.)

10.2

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.2 Form 8-K and incorporated herein by reference.)

10.3

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Big Boulder Corporation and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.3 Form 8-K and incorporated herein by reference.)

10.4

$4,600,000 Amended and Restated Open-End Mortgage, dated July 29, 2011, between Northeast Land Company and Manufacturers and Traders Trust Company. (filed August 12, 2011 as Exhibit 10.4 Form 8-K and incorporated herein by reference.)

10.5

Agreement of Sale, Phase 3, dated February 17, 2011 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 376 acres located in Thornhurst Township, Lackawanna County, Pennsylvania. (filed February 18, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.)

31.1*

Principal Executive Officer’s Rule 13a-14(a)/15d-14(a) Certification

31.2*

Principal Financial Officer’s Rule 13a-14(a)/15d-14(a) Certification

32.1*

Principal Executive Officer’s Section 1350 Certification

32.2*

Principal Financial Officer’s Section 1350 Certification

101.INS**

XBRL Instance Document

101.SCH**

XBRL Taxonomy Extension Schema Document

101.CAL**

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

XBRL Taxonomy Extension Label Linkbase Document

101.PRE**

XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

** Furnished herewith



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