UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31, 2012
( ) 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 March 14, 2012 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.
EXPLANATORY NOTE
Blue Ridge Real Estate Company and Big Boulder Corporation are filing this Amendment No. 1 on Form 10-Q/A (Amendment No. 1) to amend the Companys Form 10-Q for the period ended January 31, 2012, which was originally filed on March 15, 2012 (the Original 10-Q) to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T. Exhibit 101 to this Amendment No. 1 provides the following items from the Form 10-Q formatted in Extensible Business Reporting Language (XBRL): (i) the Combined Balance Sheets; (ii) the Combined Statements of Operations; (iii) the Combined Statements of Changes in Shareholders Equity; and (v) the Combined Statements of Cash Flows.
This Amendment No. 1 does not amend or update any other item or disclosure contained in the Original 10-Q. This Form 10-Q/A is presented as of the filing date of the Original Filing and does not reflect events occurring after that date, or modify or update disclosures in any way other than as specifically noted above. Accordingly, this Form 10-Q/A should be read in conjunction with the Companys other filings made with the Securities and Exchange Commission subsequent to the date of the Original 10-Q.
- 1 -
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 | Purchase and Sale Agreement, dated October 31, 2011, between Blue Ridge Real Estate Company and JFBB Ski Areas, Inc. (filed November 4, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
10.6 | Purchase and Sale Agreement, dated October 31, 2011, between Big Boulder Corporation and JFBB Ski Areas, Inc. (filed November 4, 2011 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.) |
10.7 | 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 Officers Rule 13a-14(a)/15d-14(a) Certification |
31.2* | Principal Financial Officers Rule 13a-14(a)/15d-14(a) Certification |
32.1* | Principal Executive Officers Section 1350 Certification |
32.2* | Principal Financial Officers 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 |
* Previously filed or furnished with, or incorporated by reference in Blue Ridge Real Estate Company and Big Boulder Corporations Form 10-Q filed on March 15, 2012.
**Furnished herewith
- 2 -
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: March 15, 2012
/s/ Bruce Beaty
Bruce Beaty
Chief Executive Officer and President
Dated: March 15, 2012
/s/ Cynthia A. Van Horn
Cynthia A. Van Horn
Chief Financial Officer and Treasurer
- 3 -
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 | Purchase and Sale Agreement, dated October 31, 2011, between Blue Ridge Real Estate Company and JFBB Ski Areas, Inc. (filed November 4, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
10.6 | Purchase and Sale Agreement, dated October 31, 2011, between Big Boulder Corporation and JFBB Ski Areas, Inc. (filed November 4, 2011 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.) |
10.7 | 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 Officers Rule 13a-14(a)/15d-14(a) Certification |
31.2* | Principal Financial Officers Rule 13a-14(a)/15d-14(a) Certification |
32.1* | Principal Executive Officers Section 1350 Certification |
32.2* | Principal Financial Officers 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 |
* Previously filed or furnished with, or incorporated by reference in Blue Ridge Real Estate Company and Big Boulder Corporations Form 10-Q filed on March 15, 2012.
** Furnished herewith
- 4 -
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COMBINED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (USD $)
|
Capital Stock
USD ($)
|
Capital in Excess of Stated Par
USD ($)
|
Earnings Retained in the Business
USD ($)
|
Accumulated Other Comprehensive Loss
USD ($)
|
Capital Stock in Treasury
USD ($)
|
Total
|
Unaudited
USD ($)
|
Audited
USD ($)
|
---|---|---|---|---|---|---|---|---|
Balance, shareholders' equity beginning of period at Oct. 31, 2011 | $ 819,731 | $ 19,829,475 | $ 13,462,459 | $ (2,272,321) | $ (2,085,407) | $ 29,753,937 | ||
Balance, shares issued beginning of period at Oct. 31, 2011 | 2,732,442 | |||||||
Comprehensive loss: | ||||||||
Net loss | (503,429) | (503,429) | ||||||
Balance, shareholders' equity end of period at Jan. 31, 2012 | $ 819,731 | $ 19,829,475 | $ 12,959,030 | $ (2,272,321) | $ (2,085,407) | $ 29,250,508 | ||
Balance, shares issued end of period at Jan. 31, 2012 | 2,732,442 |
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COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (PARENTHETICAL) (USD $)
|
Jan. 31, 2012
|
Oct. 31, 2011
|
Jan. 31, 2011
|
---|---|---|---|
Capital stock, without par value, per combined share (in dollars) | $ 0.30 | $ 0.30 | $ 0.30 |
Treasury stock, at cost | 282,018 | 282,018 | 282,018 |
Unaudited
|
|||
Capital stock, without par value, per combined share (in dollars) | $ 0.30 | $ 0.30 | |
Treasury stock, at cost | 282,018 | 282,018 | |
Audited
|
|||
Capital stock, without par value, per combined share (in dollars) | $ 0.30 | ||
Treasury stock, at cost | 282,018 |
COMBINED BALANCE SHEETS (PARENTHETICALS) (USD $)
|
Jan. 31, 2012
|
Oct. 31, 2011
|
---|---|---|
Capital stock, without par value, per combined share (in dollars) | $ 0.30 | $ 0.30 |
Capital stock, authorized | 3,000,000 | 3,000,000 |
Capital stock, shares issued | 2,732,442 | 2,732,442 |
Treasury stock, at cost | 282,018 | 282,018 |
Unaudited
|
||
Capital stock, without par value, per combined share (in dollars) | $ 0.30 | |
Capital stock, authorized | 3,000,000 | |
Capital stock, shares issued | 2,732,442 | |
Treasury stock, at cost | 282,018 | |
Audited
|
||
Capital stock, without par value, per combined share (in dollars) | $ 0.30 | |
Capital stock, authorized | 3,000,000 | |
Capital stock, shares issued | 2,732,442 | |
Treasury stock, at cost | 282,018 |
Document and Entity Information (USD $)
|
3 Months Ended | ||
---|---|---|---|
Jan. 31, 2012
|
Mar. 14, 2012
|
Apr. 30, 2011
|
|
Document and Entity Information | |||
Entity Registrant Name | Blue Ridge Real Estate Company | ||
Document Type | 10-Q | ||
Document Period End Date | Jan. 31, 2012 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0000012779 | ||
Current Fiscal Year End Date | --10-31 | ||
Entity Common Stock, Shares Outstanding | 2,450,424 | ||
Entity Public Float | $ 7,770,375 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2012 | ||
Document Fiscal Period Focus | Q1 |
COMBINED STATEMENTS OF OPERATIONS (Unaudited, USD $)
|
3 Months Ended | |
---|---|---|
Jan. 31, 2012
|
Jan. 31, 2011
|
|
Unaudited
|
||
Revenues: | ||
Real estate management revenue | $ 207,043 | $ 221,167 |
Land resource management revenue | 11,864,004 | 671,302 |
Rental income revenue | 475,137 | 575,195 |
Total Revenues | 12,546,184 | 1,467,664 |
Costs and expenses: | ||
Real estate management costs | 275,578 | 255,792 |
Land resource management costs | 11,923,486 | 904,631 |
Rental income costs | 247,141 | 261,230 |
General and administrative expense | 534,469 | 447,246 |
Total costs and expenses | 12,980,674 | 1,868,899 |
Operating loss | (434,490) | (401,235) |
Other income and expense: | ||
Interest and other income | 2,738 | 89,862 |
Interest expense | (331,677) | (387,279) |
Total other income and expense | (328,939) | (297,417) |
Loss from operations before income taxes | (763,429) | (698,652) |
Credit for income taxes | (260,000) | (238,000) |
Net loss | $ (503,429) | $ (460,652) |
Earnings per combined share: | ||
Basic loss per weighted average combined share | $ (0.21) | $ (0.19) |
COMBINED STATEMENTS OF OPERATIONS (PARENTHETICAL) (Unaudited, USD $)
|
3 Months Ended | |
---|---|---|
Jan. 31, 2012
|
Jan. 31, 2011
|
|
Unaudited
|
||
Interest expense, capitalized interest | $ 0 | $ 58,294 |