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, 2013

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

OF THE SECURITIES EXCHANGE ACT OF 1934

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

     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.

[X] YES          [   ] 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).  

[X] YES          [   ] 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    [X]  (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          [X] NO

      The number of shares of the registrants’ common stock outstanding as of the close of business on September 13, 2013 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, 2013 (Unaudited) and October 31, 2012

1

Combined Statements of Operations (Unaudited) –

Three and Nine Months ended July 31, 2013 and 2012

2

Combined Statements of Comprehensive Loss (Unaudited) –

Nine Months ended July 31, 2013 and 2012

3

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

Nine months ended July 31, 2013

4

Combined Statements of Cash Flows (Unaudited) –

Nine Months Ended July 31, 2013 and 2012

5

Notes to Combined Financial Statements (Unaudited)

6

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

and Results of Operations

17

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

24

Item 4.  Controls and Procedures

24

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

24

Item 1A.  Risk Factors

24

Item 4.  Mine Safety Disclosures

25

Item 6.  Exhibits

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PART I – FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES

See accompanying notes to unaudited combined financial statements.

1

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES

See accompanying notes to unaudited combined financial statements.

2

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES

See accompanying notes to unaudited combined financial statements.

3

BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES

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

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

See accompanying notes to unaudited combined financial statements

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BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES

BIG BOULDER CORPORATION and SUBSIDIARIES

See accompanying notes to unaudited combined financial statements.

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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., 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, 2012, 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, 2013 and 2012, 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’ 2012 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.  All significant intercompany accounts and transactions are eliminated.

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

Use of estimates and assumptions:

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, asset fair value calculations, accounts and mortgages receivables, 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 in which the revisions are made.

Management believes that its accounting policies regarding revenue recognition, land development costs, long lived assets, 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, 2012 (“Fiscal 2012”).  Material subsequent events are evaluated and disclosed through the issuance date of this Quarterly Report on Form 10-Q.

Cash concentration:

At July 31, 2013, the Companies had $3,675,776 on deposit in excess of the FDIC insured limit of $250,000.

Cash held in escrow:

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”).

Discontinued operations:

A component of the Companies is classified as a discontinued operation when (i) the operations and cash flows of the component of the Companies can be clearly distinguished and have been or will be eliminated from our ongoing

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operations; (ii) the component has either been disposed of or is classified as held for sale; and (iii) we will not have any significant continuing involvement in the operations of the component of the Companies after the disposal transactions.  Significant judgments are involved in determining whether a component meets the criteria for discontinued operations reporting and the period in which these criteria are met.

   If a component of the Companies is reported as a discontinued operation, the results of operations through the date of sale, including any gain or loss recognized on the disposition, are presented on a separate line of the statement of operations.

Reclassification

   The Companies report the results of discontinued operations as a separate component of income on the combined statements of operations under the caption discontinued operations.  As previously disclosed, this reporting presentation resulted in certain reclassifications of the 2012 financial statement amounts.  Accordingly, certain amounts in the Fiscal 2012 combined financial statements have been reclassified to conform to the reclassified presentation.

New Accounting Pronouncements:

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 May 2011, the FASB issued Accounting Standards Update No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS”, which clarifies several aspects of the guidance in ASU No. 2010-06 “Fair Value Measurements and Disclosures”.  ASU 2011-04 is effective for interim and annual reporting periods beginning after December 15, 2011.  The adoption of ASU No. 2011-04 did not have a material impact on the Companies combined financial statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-05, “Statement of Comprehensive Income” (“ASU 2011-05”), which requires entities to present net income and other comprehensive income in either a single continuous statement or in two separate, but consecutive, statements of net income and other comprehensive income.  ASU 2011-05 was effective for the Companies’ fiscal year beginning November 1, 2012.  In December 2011, the FASB issued Accounting Standards Update No. 2011-12 (ASU 2011-12) which is a deferral of the effective date for the amendments to the presentation of reclassifications of items out of accumulated other comprehensive income in Accounting Standards Update No. 2011-05 effective for fiscal years and interim periods within those years beginning after December 1, 2011.  The adoption of this guidance, which relates to presentation only, did not have a material impact on the Companies’ combined financial statements.  

In February 2013, the FASB issued ASU No. 2013-02, “Reporting of Amounts Reclassified  Out of Accumulated Other Comprehensive Income” (ASU 2013-02), requires entities to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period.  For other amounts an entity is required to cross reference to other disclosures required under U.S. GAAP that provide additional details about these amounts.  ASU 2013-02 is effective for fiscal years beginning after December 15, 2012.

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3.  Discontinued operations

On November 30, 2011, the Jack in the Box located in Wallisville, Texas was sold and, as a result, the operating activity for the three and nine months ended July 31, 2012 is being reported as a discontinued operation.  The operating results of Jack in the Box were previously reported in the Rental Operations of the combined statements of operations.  At October 31, 2012, there were no remaining assets or liabilities related to Jack in the Box.

On December 15, 2011, the Jack Frost Mountain and Big Boulder ski areas were sold and, as a result, the operating activity for the three and nine months ended July 31, 2012 is being reported as a discontinued operation.  The operating results of the ski areas were previously reported in the Rental Operations of the combined statements of operations.  At October 31, 2012, there were no remaining assets or liabilities related to the Jack Frost Mountain and Big Boulder ski areas.

On September 17, 2012, the Companies signed an agreement of sale regarding Lot 5 Maple Terrace located in Saylorsburg, Pennsylvania.  A deposit was received and the transaction was expected to close October 1, 2013.  Management has become aware that settlement on the property will not occur by October 1, 2013. On August 16, 2013, a new lease was entered into with the current lessees of the property for the period of October 1, 2013 through September 30, 2014 and an Addendum to the Agreement of Sale was executed extending the settlement date to September 30, 2014.  As a result, operating activity for the property is continuing to be reported as discontinued operations for the three and nine month periods ending July 31, 2013 and 2012.  At July 31, 2013 and October 31, 2012, there were assets related to the Maple Terrace property totaling $166,682 included in assets of discontinued operations and there were no liabilities.

The combined assets included in discontinued operations as of July 31, 2013 and October 31, 2012 are summarized as follows:

Operating results, including interest expense incurred, of the discontinued operations in three and nine months ending July 31, 2013 and 2012 are as follows:

4. Segment Reporting

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

5. Income Taxes

   The benefit/provision for income taxes for the three and nine months ended July 31, 2013 is based on a full calculation under FASB ASC 740, “Income Taxes”.  Two significant land sales occurred during the three months ended July 31, 2013, therefore a calculation of the benefit /provision was deemed necessary. The benefit for income taxes for the three and nine months ended July 31, 2012 is estimated using the estimated annual effective tax rate for the fiscal years ending October 31, 2013 and 2012.  The effective income tax rate for the first nine months of the Companies’ fiscal year ending October 31, 2013 (such fiscal year “Fiscal 2013”) and Fiscal 2012 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, 2013, 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, 2013, federal and state tax returns for fiscal years ending October 31, 2009 and later are subject to future examination by the respective tax authorities.

6.  Land and Land Development Costs

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

   The decrease in land unimproved designated for development was the result of the reclassification of 1,577 acres of raw land on River Road, Buck Township, Pennsylvania to assets held for sale which was sold in July 2013. The decrease in infrastructure development was related to an impairment expense taken against the remaining 126 units of the Boulder Lake Village condominium project.

7.  Land Held for Investment

     A portion of the decrease in land-unimproved was the result of a reclassification of 2,114 acres of raw land in Bear Creek and  Buck Townships, Pennsylvania, to an asset held for sale.  The remaining portion of the decrease was related to an impairment expense taken on 2.9 acres of land known as the Flower Field parcel.

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8.  Pension Benefits

     Components of Net Periodic Pension Cost:

The Companies expect to contribute $279,000 to their pension plan in the fiscal year ending October 31, 2013 (“Fiscal 2013”).  As of July 31, 2013, the Companies made contributions totaling $186,000 and anticipate contributing an additional $93,000 to fund their pension plan in Fiscal 2013.

9.  Accumulated Other Comprehensive Loss

The following table presents the changes in the accumulated other comprehensive loss for the nine months ended July 31, 2013 and the twelve months ended October 31, 2012:

The other comprehensive loss is reported net of tax.

10.  Fair Value of Financial Instruments and Impairment

   The Companies use ASC 820, “Fair Value Measurements” (“ASC 820”), to measure the fair value of certain assets and liabilities.  ASC 820 provides a framework for measuring fair value in accordance with GAAP, establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value and requires certain disclosures about fair value measurements.

The fair value hierarchy is summarized below:

Level 1:

Fair value determined based on quoted prices in active markets for identical assets or liabilities.

Level 2:

Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active.

Level 3:

Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows, or similar techniques.

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The estimated recurring fair values of the Companies' financial instruments at July 31, 2013 and October 31, 2012 are as follows:

   Fair Values were determined as follows:

   Cash and cash equivalents, accounts and mortgages receivable, accounts payable and accrued liabilities:  The carrying amounts approximate fair value because of the short-term maturity of these instruments.

   Debt: The fair value of debt is estimated using discounted cash flows based on current borrowing rates available to the Companies for similar types of borrowing arrangements - Level 2 hierarchy.

   As of July 31, 2013, the carrying amount net of prior period impairments for land and land development costs is $19,410,289, less impairment expense of $3,500,000, recorded in the nine months ended July 31, 2013 for a revised carrying value of $15,910,289.  A 126 unit development project had a carrying value of $4,610,965 which was written down by an impairment charge of $3,500,000.  Management reassessed the carrying value of the project following its evaluation of trends in the local real estate market, which management determined were not reflecting the recovery recently experienced nationally.  In determining the amount of the impairment, management performed a discounted cash flow analysis based on reduced estimates regarding the timing of unit sales and the prices to be realized.  Certain quantitative inputs utilized in the analysis for this impairment are detailed below.  The carrying amount net of prior period impairments for land improvements, buildings and equipment is $19,528,550.  A reclassification of $515,631 was recorded to both land improvements, buildings and equipment and deferred income due to notification received from the PA Department of Transportation stating the proposed safety rest area project along Interstate 80 has been abandoned.  This reclassification had $0 impact on the Combined Statement of Operations.  The carrying amount net of prior period impairments for land held for investment is $6,599,468 less impairment expense of $200,000 recorded in the nine months ended July 31, 2013 for a revised carrying value of $6,399,468.  A certain lot included in land held for investment had a carrying value of $500,431 which was written down by an impairment charge of $200,000.  The quoted listing price less selling and closing costs provided by the broker for this 2.9 acre parcel of land was the input used in determining the fair value of this property (Level 2).  The carrying amount net of prior period impairments for long-lived assets held for sale as of July 31, 2013 is $248,822.  The assets of discontinued operations as of July 31, 2013 had a carrying value net of prior period adjustments for impairment of $166,682.  There was a total of $3,700,000 impairment expense in the nine months ended July 31, 2013.

   As part of its ongoing methodology to review the carrying value of certain of its properties, management reviewed the carrying values of the Jack Frost National Golf Course and adjacent land approved for use as a planned residential development.  In the Companies’ Form 10-Q for the quarter ended April 30, 3013, the Companies disclosed that based on, among other factors, trends in the local real estate market, management determined it was likely that the carrying value of the properties was impaired.  The Companies also disclosed that management was unable to estimate the amount of the impairment, and was undertaking additional measures to provide such an estimate.  However, following its analysis of data generated as a result of these additional measures, which included an analysis of independent appraisal data relating to the properties, management has concluded that the carrying value of the properties was not impaired as of July 31, 2013.

   As of October 31, 2012, the carrying amount net of prior period impairments for land and land development costs were $20,359,066 less impairment expense of $7,000 in Fiscal 2012 for a revised carrying value of $20,352,066.  A certain lot included in the land and land development costs had a carrying value of $37,394 which was written down in Fiscal 2012 by an impairment charge of $7,000 due to the sale of a similar lot in Fiscal 2012, to its fair value of $30,394.  The carrying amount net of prior period impairments for land improvements, buildings and equipment is $21,043,068.  There was no

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impairment expense for land improvements, buildings and equipment in Fiscal 2012.  The carrying amount net of prior period impairments for land held for investment is $6,848,390.  There was no impairment on land held for investment in Fiscal 2012.  The carrying amount net of prior period impairments for long-lived assets held for sale as of October 31, 2012 was $846,174.  There was no impairment expense on long-lived assets held for sale in Fiscal 2012.  The assets of discontinued operations as of October 31, 2012 had a carrying value net of prior period adjustments for impairment of $230,382 less $63,700 impairment expense in Fiscal 2012, due to a sales agreement signed in September 2012 for this property, for a fair value of $166,682.  The overall total impairment in Fiscal 2012 was $70,700.  The impairment for long-lived assets held for sale, land and land development costs, land held for investment and assets of discontinued operations was determined using level 2 criteria wherein fair value is determined using significant observable inputs, generally either quoted prices in an active market for similar assets or liabilities or quoted prices in markets that are not active.

   The table below summarizes the level of fair value hierarchy in which the fair value measurements resulting in impairment losses during the nine month period ending July 31, 2013 are categorized:

(a) In accordance with Subtopic 360-10, land and land development costs with a carrying value of $4.6 million were written down to their fair value of approximately $1.1 million, resulting in impairment expense of $3.5 million, which was included in the loss for the period.

(b) In accordance with Subtopic 360-10, land held for investment with a carrying value of approximately $500,000 was written down to its fair value of approximately $300,000, resulting in impairment expense of $200,000, which was included in the loss for the period.

   The table below summarizes, for the periods indicated, the ranges of certain quantitative unobservable inputs (Level 3) utilized in determining the fair value of the impaired land and land development costs:

11.  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, 2013 and 2012 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.

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     Weighted average basic shares, taking into consideration shares issued, weighted average options used in calculating EPS and treasury shares repurchased, and basic loss per weighted average combined share for the three and nine months ended July 31, 2013 and July 31, 2012 are as follows:

12.  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, 2013 and 2012:

13. Business Segment Information

     The following information is presented in accordance with the accounting pronouncement regarding disclosures about segments of an enterprise and related information.  The Companies’ business segments were determined from the Companies’ internal organization and management reporting, which are based primarily on differences in services.  

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   Real Estate Management/Rental Operations

     Real Estate Management/Rental Operations consists of: investment properties leased to others located in Eastern Pennsylvania, New Jersey, Minnesota and Louisiana; recreational club activities; services to the trusts that operate resort residential communities; sales of investment properties; and rental of land and land improvements.

   Land Resource Management

     Land Resource Management consists of: land sales; land purchases; timbering operations; the Jack Frost National Golf Course; and a real estate development division.  Timbering operations consist of selective timbering on our land holdings.  Contracts are entered into for parcels that have had the timber selectively marked.  We rely on the advice of our 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 of land for timbering.  Our forester gives significant attention to protecting the environment and retaining the value of these parcels for future timber harvests.  The Jack Frost National Golf Course is managed by Billy Casper Golf, LLC, an unaffiliated third party.  The real estate development division is responsible for the residential land development activities which include overseeing the construction of single and multi-family homes and development of infrastructure.

     Funds expended to date for real estate development have been primarily for infrastructure improvements and home construction in the Laurelwoods II and Boulder Lake Village communities.  Construction of 22 single family homes, four duplex homes in Laurelwoods II and 18 condominium units within Building J at Boulder Lake Village on Big Boulder Lake have been completed at October 31, 2012.  Other expenditures for our development projects in the planning phases include fees for architects, engineers, consultants, studies and permits.  All of the homes had been sold as of February 1, 2013.

     Information by business segment is as follows:

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     Identifiable assets, net of accumulated depreciation at July 31, 2013 and October 31, 2012 and depreciation expense and capital expenditures for nine months ended July 31, 2013 and the fiscal year ended October 31, 2012 by business segment are as follows:

During the nine months ended July 31, 2012, the Companies had two material property sales, which totaled $10,911,419: one sale for $9,000,000 to JFBB Ski Areas, Inc. and one sale for $1,911,419 to Phyllis Enfield Trust.  During the nine months ended July 31, 2013, the Companies had two material property sales, which totaled $6,600,000: one sale for $1,600,000 to Hanson Aggregates BMC, Inc. Assignee for The Conservation Fund and one sale for $5,000,000 to The Wildlands Conservancy, Assignee for The Pennsylvania Game Commission.

14. Subsequent Events

     The Companies have evaluated and disclosed subsequent events from July 31, 2013 through the issuance date of the Form 10-Q.  

     On August 23, 2013, the Companies terminated the concession lease agreement for the Lake Mountain Club with Appletree Management Group effective October 31, 2013.  On August 23, 2013, the Companies entered into a concession lease agreement for the Lake Mountain Club with Boulder View Tavern, Inc.  According to the terms of the agreement, the lease with Boulder View Tavern, Inc. becomes effective on November 1, 2013 and terminates November 30, 2018 unless renewed or terminated.

     On August 29, 2013, the Companies entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Big Boulder will be merged with and into Blue Ridge (the “Merger”). As a result of the Merger, the separate corporate existence of Big Boulder will cease and Blue Ridge will continue as the surviving corporation in the Merger.

     As a result of the Merger and the reverse stock split, each shareholder of the Companies will receive one post-Merger Blue Ridge common share for one combined pre-Merger Blue Ridge common share and Big Boulder common share.  Upon completion of the Merger, the Security Combination Agreement will be terminated.

     Under the Merger Agreement, at any time on or before the effective time of the Merger, the boards of directors and shareholders of the Companies may mutually agree to terminate the Merger Agreement, notwithstanding approval and adoption of the Merger Agreement by the boards of directors and/or the shareholders.

Completion of the Merger is subject to the satisfaction of the following conditions:

•

the approval and adoption of the Merger Agreement by the shareholders of each of Blue Ridge and Big Boulder;

•

absence of any injunction, decree, order, statute, rule or regulation by a court or other governmental entity that makes unlawful or prohibits the consummation of the Merger;

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•

effectiveness of a registration statement on Form S-4 that Blue Ridge will file with the Securities and Exchange Commission (the “SEC”) in connection with the Merger and the absence of a stop order or proceedings threatened or initiated by the SEC for that purpose; and

•

the receipt by Blue Ridge and Big Boulder of an opinion from Morgan, Lewis & Bockius LLP, dated as of the closing date of the Merger, to the effect that each of the Merger and the reverse stock split should be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

     Upon completion of the Merger, the directors of the Companies will continue to serve on the board of directors of Blue Ridge, and the executive officers of the Companies will continue to serve Blue Ridge in the same capacity.

     In connection with the proposed Merger, on August 30, 2013 Blue Ridge filed a registration statement on Form S-4 with the SEC. The registration statement includes the joint proxy statement for Blue Ridge and Big Boulder, which also constitutes a prospectus of Blue Ridge. Once the joint proxy statement/prospectus is declared effective by the SEC, it will be mailed to the shareholders of Blue Ridge and Big Boulder. Shareholders of Blue Ridge and Big Bolder are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available because they will contain important information about Blue Ridge, Big Boulder and the Merger.

     The joint proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Blue Ridge and Big Boulder with the SEC, may be obtained free of charge at the SEC’s Web site at http://www.sec.gov. In addition, shareholders may obtain free copies of the documents filed with the SEC by the Companies by contacting the Corporate Secretary, Blue Ridge Real Estate Company and Big Boulder Corporation, Route 940 and Moseywood Road, P.O. Box 707, Blakeslee, Pennsylvania 18610, telephone (570) 443-8433 or from the Companies’ web site at http://www.brreco.com/investor.asp.

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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, and the Merger and the reverse stock split, 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 Companies’ are 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; 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; our review and update of our master development plan and the Companies’ anticipated cash needs; the timing and effect of the Merger and the composition of Blue Ridge’s board of directors and management after the Merger.

These statements involve known and unknown risks, uncertainties and other factors that may cause our or our 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:

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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;

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

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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;

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

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

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

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

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Fluctuations in the price of building materials;

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

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

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

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

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Actions by the Companies’ competitors;

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Factors affecting the consummation of the Merger and the reverse stock split;

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

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

As a result of these factors, we cannot assure you that the forward-looking statements in this Quarterly Report on Form 10-Q will prove to be accurate.  Furthermore, if our 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 us or any other person that we will achieve our objectives and plans in any specified time frame, if at all.

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           We 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.  We qualify all the forward-looking statements contained in this Quarterly Report on Form 10-Q by the cautionary statements referenced above.

Overview

Over the past 30 years, we have developed resort residential communities adjacent to the Jack Frost Mountain and Big Boulder Ski Areas located in Lake Harmony, Kidder Township, Pennsylvania.  These communities are located in the Pocono Mountains of Pennsylvania, a popular recreation destination for local and regional visitors, especially from the New York City and Philadelphia metropolitan areas.  The scenic hills and valleys of the Pocono Mountains offer many opportunities to enjoy outdoor activities such as golfing, fishing, hunting, skiing, snowboarding and other sports.

At July 31, 2013, we owned 11,825 acres of land in Northeastern Pennsylvania along with 13 acres of land in various other states.  Of these land holdings, we designated 1,433 acres as held for development, 8,289 acres as land held for investment, 2,115 acres as held for sale and 1 acre for discontinued operations.  It is expected that all of our planned developments will either be subdivided and sold as parcels of land, or 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 weakening business or economic conditions will impact the demand for the type of properties we intend to develop.  Management continues to monitor the progress of residential home sales within the Northeast region.  No new residential development projects will be started until the market stabilizes.

With recent changes in management and in light of the economic environment, we will continue to evaluate our strategic plan and our master development plan.  We have reviewed our land inventory, oil, gas and mineral rights and development portfolio with a view to maximize shareholder value.  As in the past, we will continue to consider opportunistic asset sales of non-core investment properties as a means of funding future operations.

For Fiscal 2013, we intend to continue selective sales of land, some of which may be treated as Section 1031 tax deferred exchanges under the Internal Revenue Code.

We also have generated revenue through the selective timbering of our land.  We rely on the advice of our 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.  Our forester gives significant attention to protecting the environment and maximizing the value of these parcels for future timber harvests.  We have not entered into any new timber harvest contracts for the timbering of our lands since March 2012 in order to provide ample time for the regeneration of trees.  Our forester will monitor the growth and timbering will resume when we, in consultation with our forester, deem prudent.

The Jack Frost National Golf Course is managed by Billy Casper Golf, LLC, a nationally-recognized golf course management company.  With a continued emphasis on course maintenance, along with the natural maturation of the fairways, Jack Frost National has become one of the premier golf facilities in Northeastern Pennsylvania.  Year to year financial performance has continued to improve.

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

Recent Developments

On June 28, 2013, Blue Ridge Real Estate Company closed on the sale to Hanson Aggregates BMC, Inc., Assignee of The Conservation Fund, for the sale of approximately 376 acres of land located in Thornhurst Township, Lackawanna County, Pennsylvania for the aggregate purchase price of $1,600,000.

On July 31, 2013, Blue Ridge Real Estate Company closed on the first phase of the land sale to Wildlands Conservancy, through a Cooperative Agreement with The Pennsylvania Game Commission, of approximately 1,557 acres of land located in Buck Township, Luzerne County, Pennsylvania for the purchase price of $5,000,000.  The Companies used a portion of the proceeds of the land sale to pay off their operating line of credit with M & T Bank.  The Companies intend to use the remaining proceeds from the sale for general corporate purposes.  The second phase of the land sale, consisting of 2,106 acres is scheduled to close between November 1, 2013 and November 15, 2013 for the purchase price of $5,050,000.

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On August 29, 2013, the Companies entered into the Merger Agreement pursuant to which Big Boulder will be merged with and into Blue Ridge.  As a result of the Merger, the separate corporate existence of Big Boulder will cease and Blue Ridge will continue as the surviving corporation in the Merger.

In connection with the proposed Merger, on August 30, 2013 Blue Ridge filed a registration statement on Form S-4 with the SEC. The registration statement includes the joint proxy statement for Blue Ridge and Big Boulder, which also constitutes a prospectus of Blue Ridge.

See Note 14 “Subsequent Events” to our financial statements in this report for more information regarding the Merger, the Merger Agreement and the joint proxy statement/prospectus.

Critical Accounting Policies and Significant Judgments and Estimates

We have identified the most critical accounting policies upon which our 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, 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.

We 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 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.

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, 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.  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.  We 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, 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.

Real estate development projects are stated at cost unless an impairment exists, in which case the project is written down to fair value in accordance with GAAP.  We 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.  Because the development projects are considered as long-lived assets under GAAP, we are required to regularly review the carrying value of each of the projects and write down the value of those projects when we believe the values are not recoverable.  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 applicable closing documents, at which time

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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.  We test for recoverability our long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In that event, we utilize either or both a discounted cash flow method or comparable sale pricing method to determine a fair market value.  If our use of one or both of these methods indicates that the carrying value of the asset is not recoverable, an impairment loss is recognized in operating income. An impairment loss is the difference between the carrying value and the fair value of the asset less cost to sell.  An impairment loss is recognized during the period in which the impairment is determined to be probable and reasonably estimable.

As part of its ongoing methodology to review the carrying value of certain of its properties, management reviewed the carrying values of the Jack Frost National Golf Course and adjacent land approved for use as a planned residential development.  In the Companies’ Form 10-Q for the quarter ended April 30, 3013, the Companies disclosed that based on, among other factors, trends in the local real estate market, management determined it was likely that the carrying value of the properties was impaired.  The Companies also disclosed that management was unable to estimate the amount of the impairment, and was undertaking additional measures to provide such an estimate.  However, following its analysis of data generated as a result of these additional measures, which included an analysis of independent appraisal data relating to the properties, management has concluded that the carrying value of the properties was not impaired as of July 31, 2013.

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.

We 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.  We engage the services of an independent actuary and investment consultant to assist us 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 $564,358 in Fiscal 2012.  The Companies expect to contribute $279,000 to the pension plan in Fiscal 2013.  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.  There were no outstanding options at July 31, 2013 and October 31, 2012.

Off-Balance Sheet Arrangements

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

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Operations for the three and nine months ended July 31, 2013 resulted in a net income of $3,181,334 and a net loss of $318,714, or $1.30 and ($0.13) per combined share, respectively, compared to a net loss of $372,362 and $1,379,210, or ($0.15) and ($0.56) per combined share, for the three and nine month periods ended July 31, 2012, respectively.

Revenues

Combined revenue of $8,029,962 and $10,141,761 for the three and nine months ended July 31, 2013 represents an increase of $6,096,555 and $4,865,386, or greater than 100% and 92%, respectively, compared to the three and nine months ended July 31, 2012.  Real Estate Management Operations / Rental Operations revenue increased $9,659 and $15,712, or 1%, respectively, for the three and nine months ended July 31, 2013, compared to the three and nine months ended July 31, 2012. Land Resource Management revenue increased $6,086,896 and $4,849,674, or greater than 100% for the three and nine months ended July 31, 2013 compared to the three and nine months ended July 31, 2012, respectively.

Real Estate Management/Rental Operations

Real Estate Management Operations / Rental Operations revenue was $2,078,668 for the nine months ended July 31, 2013, compared to $2,062,956 for the nine months ended July 31, 2012, which resulted in an increase of $15,712, or 1%. Real estate management revenue increased $14,314, or 2%, for the nine months ended July 31, 2013 as compared to the nine months ended July 31, 2012 which was related to increased trust fees for services provided to the resort communities. Rental revenue for the nine months ended July 31, 2013 increased to $1,331,987 as compared to $1,330,589 for the nine months ended July 31, 2012, an increase of $1,398, or less than 1%.

Land Resource Management

For the nine months ended July 31, 2013, Land Resource Management revenues increased to $8,063,093, compared to $3,213,419 for the nine months ended July 31, 2012, an increase of $4,849,674, or greater than 100%. Land sales revenue for the nine months ended July 31, 2013 was $6,632,000 consisting of a 1 acre lot for $32,000, 376 book acres (378.42 surveyed acres) for $1,600,000 and 1,577.68 book / surveyed acres for $5,000,000. Land sales do not occur on a regular basis and are sporadic in nature. One resort investment property was sold for $227,500 in the nine months ended July 31, 2013 as compared to one resort property sold for $280,000 in the nine months ended July 31, 2012 for a decrease of $52,500 or (18%).  There were three condominium sales in Boulder Lake Village community totaling $644,500 for the nine months ended July 31, 2013, as compared to six condominium sales in Boulder Lake Village community totaling $1,372,000 and three duplex townhouse sales in Laurelwoods II community totaling $667,000 for the nine months ended July 31, 2012, a decrease of $1,394,500, or (68%).  For the nine months ended July 31, 2013, timbering revenue was $0 as compared to $318,817 for the nine months ended July 31, 2012, a decrease of $318,817 or 100%.  The Jack Frost National Golf Course’s revenue for the nine months ended July 31, 2013 increased to $559,093 as compared to $528,354 for the nine months ended July 31, 2012, an increase of $30,739, or 6% which was primarily attributable to increased play.

Operating Costs

Real Estate Management/Rental Operations

Operating costs associated with Real Estate Management Operations / Rental Operations for the nine months ended July 31, 2013 decreased to $1,410,112 compared to $1,468,497 for the nine months ended July 31, 2012, a decrease of $58,385 or (4%). This decrease was primarily related to the resort investment property having been sold.

Land Resource Management

Operating costs associated with Land Resource Management for the nine months ended July 31, 2013 increased to $7,115,613 compared with $3,637,390 for the nine months ended July 31, 2012, an increase of $3,478,223, or 96%. Cost of land sold for the nine months ended July 31, 2013 was $1,419,884 relating to the one acre lot ($31,037), the 376 book acres (378.42 surveyed acres) ($293,249) and the 1,577.68 book / surveyed acres ($1,095,598). The decrease in cost of goods sold related to real estate development, which was $242,202 for the nine months ended July 31, 2013 as compared to $1,059,155 for the nine months ended July 31, 2012, a decrease of $816,953, or 77% and a decrease in real estate development operating expenses, which was $404,050 for the nine months ended July 31, 2013 as compared to $1,048,374 for the nine months ended July 31, 2012, a decrease of $644,324 or 61%.  These decreases were the result of

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three Boulder Lake Village condominium sales for the nine months ended July 31, 2013 as compared to three duplex townhouse sales in the Laurelwoods II community and six Boulder Lake Village condominium sales for the nine months ended July 31, 2012. Those decreases were offset by an increase in impairment expense of $3,629,300 primarily associated with the Boulder Lake Village condominium project (see footnote 10). The Jack Frost National Golf Course expenses increased by $24,325, or 3% for the nine months ended July 31, 2013 as compared to the nine months ended July 31, 2012 primarily due to increased payroll and related tax and benefit expense ($13,721), advertising ($7,193). There were no timbering contracts for the nine months ended July 31, 2013 and two timbering contracts for the nine months ended July 31, 2012.  Consulting fees relating to these timber contracts were $0 for the nine months ended July 31, 2013 compared to $30,220 for the nine months ended July 31, 2012, a decrease of $30,220, which reflects there being $0 timber revenue.

General and Administration

General and Administration costs for the nine months ended July 31, 2013 increased to $1,574,795 as compared to $1,402,391 for the nine months ended July 31, 2012, an increase of $172,404, or 12%.  This increase is primarily related to consulting and other professional fees.

Other Income and Expense

Interest and other income decreased to $2,330 for the nine months ended July 31, 2013 compared to $3,091 for the nine months ended July 31, 2012, a decrease of $761, or 25%. This was primarily due to decreased interest income. Interest expense for the nine months ended July 31, 2013 decreased to $770,479 compared to $861,795 for the nine months ended July 31, 2012, a decrease of $91,316, or 11%. Interest expense on our $4,600,000 term note with M&T Bank (the “Bank”) was $0 for the nine months ended July 31, 2013 as compared to $14,982 for the nine months ended July 31, 2012 for a decrease of $14,982, or 100%.  This note was paid in full on December 15, 2011.  The interest expense on our $3,100,000 available line of credit with the Bank was $83,256 for the nine months ended July 31, 2013 as compared to $24,798 for the nine months ended July 31, 2012 for an increase of $58,458, or greater than 100%.  The Companies also had a $9,000,000 line of credit with the Bank to fund real estate development which resulted in interest expense related to the completed and unsold units at Boulder Lake Village and Woodsbluff duplexes decreasing to $0 for the nine months ended July 31, 2013 as compared to $114,897 for the nine months ended July 31, 2012, an decrease of $114,897, or 100%.  

Discontinued Operations

Due to management’s decision to sell the two ski areas and a commercial property, as well as the transfer of one investment property to assets of discontinued operations, the results of operations for these four properties for the nine months ended July 31, 2013 and the nine months ended July 31, 2012 are being reported as discontinued operations. Future cash flows and operating results for the two ski areas, the commercial property and the investment property are no longer be reported in the Real Estate Management / Rental segment. The gain (loss) resulting from the sale of the three properties is included in discontinued operations.

The net profit after taxes from discontinued operations for the Jack in the Box for the nine months ended July 31, 2013 was $0 as compared to $8,851 for the nine months ended July 31, 2012.

The net profit (loss) after taxes from discontinued operations for the Jack Frost Mountain and Big Boulder ski areas for the nine months ended July 31, 2013 was $0 compared to $5,518 for the nine months ended July 31, 2012.

The net profit (loss) after taxes from discontinued operations for the Saylorsburg, Pennsylvania investment property for the nine months ended July 31, 2013 was $2,719 compared to ($5,545) for the nine months ended July 31, 2012.

Tax Rate

The effective tax rate for the nine months ended July 31, 2013 and 2012 was 34%.  The rate for Fiscal 2012 is specific to federal taxes.  There is no benefit for state income tax because the Companies have fully reserved the future benefit.

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As reflected in the Combined Statements of Cash Flows, net cash provided by operating activities was $6,370,845 for the nine months ended July 31, 2013 versus $987,225 for the nine months ended July 31, 2012.  The increase in net cash provided by operating activities for the nine months ended July 31, 2013 is primarily attributable to land sales.

Material non-recurring cash items for the nine months ended July 31, 2013 include two land sales: one sale of approximately 376 acres of land for $1,600,000 and another sale of approximately 1,577 acres of land for $5,000,000.  For the nine months ended July 31, 2012 material non-recurring cash items include the sales of Jack Frost Mountain Ski Area for $5,650,000, Big Boulder Ski Area for $3,350,000 and the Jack in the Box for $1,911,419.

On November 30, 2011, the Companies sold the Jack in the Box located in Wallisville, Texas.  A portion of the proceeds from the sale were used to pay off the Deed of Trust and Security Agreement and Real Estate Lien Note held by Barbers Hill Bank in the amount of $1,009,002, which encumbered the property.

On December 15, 2011, the Companies paid the balance outstanding on a Loan Agreement and Term Note (the “Note”) with the Bank in the amount of $4,600,000.  The Companies utilized a portion of the proceeds from the sale of the Jack Frost Mountain and the Big Boulder ski areas to pay the balance of the Note.  

The Companies had a $9,000,000 line of credit with the Bank to fund real estate development with a construction sublimit of $4,400,000 and site development sublimit of $4,600,000.  The Companies utilized a portion of the proceeds from the sale of nine Boulder Lake Village condominium units, three Laurelwoods II duplex units and the sale of the ski areas to repay $2,585,167 and $2,917,521 on the Construction and Site Development sublimits, respectively, during Fiscal 2012.  The remaining balance on the Construction sublimit $653,964 was transferred to the general line of credit in an effort to consolidate debt.  During the nine months ended July 31, 2013 proceeds from the sale of the three remaining Boulder Lake Village condominiums were used to repay $604,496 on the general line of credit.  At October 31, 2012, $0 was outstanding on each of the Construction and Site Development sublimits, respectively and the $9,000,000 line of credit has expired.

The Companies also had a $3,100,000 line of credit with the Bank for general operations.  At July 31, 2013, $0 was outstanding and the $3,100,000 line has expired.

The Companies are no longer required to maintain an interest reserve account as security for the payment of interest.  On August 7, 2013, the $6,381 balance of the interest reserve escrow account was transferred and the account was closed.

As of July 31, 2013, we have no existing loan agreements with M&T Bank.  The Companies are no longer required to comply annually with consolidated debt to worth, debt service coverage and tangible net worth ratios.  The Companies had not met the required debt service coverage ratio at October 31, 2012 and had obtained waivers from the Bank for this covenant.

The following table sets forth the Companies’ significant contractual cash obligations for the items indicated as of July 31, 2013:

(1) The pension contribution obligations are for Fiscal 2013.  Estimated funding obligations beyond the current fiscal year are not presented because the requirements fluctuate based on the performance of the plan assets, discount rate assumptions and demographics.

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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 sales. 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.

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, 2013, we had no variable rate indebtedness.

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.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our 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 in the reports that we file 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 our management, including the Companies’ principal executive and principal financial officer, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met.  As a result, there can be no assurance that a control system will succeed in preventing all possible instances of error and fraud.  The Companies’ disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the conclusions of our Chief Executive Officer and Chief Financial Officer are made at the “reasonable assurance” level.

(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

Risks Relating to the Merger

The Merger is subject to certain conditions. Failure to satisfy these conditions and complete the Merger could have material and adverse effects on Blue Ridge and Big Boulder.

The completion of the transactions is subject to the following conditions: (i) the approval and adoption of the Merger Agreement by the shareholders of each company; (ii) the absence of any injunction, decree, order, statute, rule or regulation by a court or other governmental entity that makes unlawful or prohibits the consummation of the Merger; (iii) the effectiveness of the registration statement of which the joint proxy statement/prospectus forms a part and the absence of a stop order or proceedings threatened or initiated by the SEC for that purpose; and (iv) the receipt by Blue Ridge and Big Boulder of an opinion from Morgan, Lewis & Bockius LLP, dated as of the closing date of the Merger, to the effect that each of the Merger and the reverse stock split should be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.

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          If the Merger is not completed on a timely basis, or at all, our ongoing businesses may be adversely affected and, without realizing any of the benefits of having completed the transactions, we will be subject to a number of risks, including the following:

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Blue Ridge will be required to pay the costs relating to the transactions, such as legal, accounting, financial advisory and printing fees, whether or not the Merger is completed;

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time and resources committed by our management to matters relating to the Merger could otherwise have been devoted to pursuing other beneficial opportunities;

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the market price of our Common Stock could decline to the extent that the current market price reflects a market assumption that the Merger will be completed; and

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we will not realize the expected cost savings.

Item 4.  MINE SAFETY DISCLOSURES

Not applicable.

Item 6.  EXHIBITS

* Filed 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:   September16, 2013

/s/ Bruce Beaty

Bruce Beaty

President and Chief Executive Officer

Dated:   September 16, 2013

/s/ Cynthia A. Van Horn

Cynthia A. Van Horn

Chief Financial Officer and Treasurer

(Principal Financial Officer)

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EXHIBIT INDEX

* Filed herewith

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