UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS PURSUANT
TO SECTIONS 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
(X)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THESECURITIES ACT OF 1934 For the fiscal year ended October 31, 2012
OR
( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the transition period from to
Commission File No. 0-2844 (Blue Ridge)
Commission File No. 0-2843 (Big Boulder)
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
(Exact name of Registrants as Specified in their Charters)
| Pennsylvania | 24-0854342 (Blue Ridge)24-0822326 (Big Boulder) |
| (State or other Jurisdiction of Incorporation or Organization) | I.R.S. Employer Identification Number: |
| | |
| P O Box 707 Route 940 and Moseywood Road Blakeslee, Pennsylvania | 18610 |
| (Address of Principal Executive Office) | (Zip Code) |
Registrants’ telephone number, including area code: (570) 443-8433
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value, stated value $0.30 per combined share*
(Title of Class)
Indicate by check mark if the registrants are well-known seasoned issuers, as defined in Rule 405 of the Securities Act.Yes ¨ No þ
Indicate by check mark if the registrants are not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ
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 shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ 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). þYES ¨NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants’ knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 þ (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 Act). Yes ¨ No þ
The aggregate market value of common stock, without par value, stated value $0.30 per combined share, held by non-affiliates at April 30, 2012 (the last business day of the registrants’ most recently completed second fiscal quarter), was $8,648,890. Such aggregate market value was computed by reference to the closing price of the common stock of the registrants on the over-the-counter bulletin board on April 30, 2012. There is no established public trading market for the registrants’ stock.
The number of shares of common stock of the registrants’ classes of common stock outstanding as of January 28, 2013 was 2,450,424.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the registrants’ definitive Proxy Statement to be used in connection with its 2012 Annual Meeting of Shareholders (the “Proxy Statement”), to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent provided herein. Except as specifically incorporated by reference herein, the Proxy Statement is not to be deemed filed as part of this Annual Report on Form 10-K.
__________________
*Under a Security Combination Agreement between Blue Ridge Real Estate Company, Blue Ridge, and Big Boulder Corporation, Big Boulder (each referred to herein as a “Company” and together, the “Companies”) and under the bylaws of the Companies, shares of the Companies are combined into 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-K is being filed. Except as otherwise indicated, all information applies to both Companies.
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BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
ANNUAL REPORT ON FORM 10-K For Fiscal Year Ended October 31, 2012 TABLE OF CONTENTS
Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
1
PART I
Item 1 Business
2
Item 1A Risk Factors
6
Item 2 Properties
9
Item 3 Legal Proceedings
10
Item 4 Mine Safety Disclosures
10
PART II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
11
Item 6 Selected Financial Data
12
Item 7 Management’s Discussion and Analysis of Financial Condition and
Results of Operations
13
Item 7A Quantitative and Qualitative Disclosures about Market Risk
20
Item 8 Financial Statements and Supplementary Data
21
Item 9 Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
21
Item 9A Controls and Procedures
21
Item 9B Other Information
22
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Item 10 Directors, Executive Officers and Corporate Governance
22
Item 11 Executive Compensation
22
Item 12 Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
23
Item 13 Certain Relationships and Related Transactions, and Director Independence
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Item 14 Principal Accounting Fees and Services
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PART IV
Item 15 Exhibits, Financial Statement Schedules
23
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For convenience, references in this Annual Report on Form 10-K to “we,” “us,” “our,” and the “Companies” mean or relate to Blue Ridge Real Estate Company, Big Boulder Corporation and their subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K 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, or the Exchange Act, that are made based upon, among other things, our current assumptions, expectations and beliefs by management concerning future developments and their potential effect on us. 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 our 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 we are involved; the current and future real estate market in the Pocono Mountains; the timing and outcome of our planned land development; contributions to our pension plan; our 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 our anticipated cash needs.
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 our 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 our ability to generate cash flow to pay interest and scheduled debt payments as well as our ability to refinance such indebtedness;
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Our ability to continue to generate sufficient working capital to meet our operating requirements;
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Our ability to obtain and maintain approvals from local, state and federal authorities for on regulatory issues;
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Our ability to provide competitive pricing to sell homes;
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Our 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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Our ability to effectively manage our business;
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Our ability to attract and retain qualified personnel in our business;
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Our ability to negotiate leases for the future operations of our facilities;
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Our relations with our controlling shareholder, including its continuing willingness to provide financing and other resources;
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Actions by our competitors;
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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.
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As a result of these factors, we cannot assure you that the forward-looking statements in this Annual Report on Form 10-K 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.
We do not intend to update these forward-looking statements, to reflect circumstances or events that occur after the date of 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 Annual Report on Form 10-K by the cautionary statements referenced above.
PART I
ITEM 1. BUSINESS
Blue Ridge Real Estate Company
Blue Ridge Real Estate Company, or Blue Ridge, was incorporated in Pennsylvania in 1911 and is believed to be one of the largest owners of investment property in Northeastern Pennsylvania. At October 31, 2012, Blue Ridge owned 13,045 total acres of land, of which 13,032 is located in the Pocono Mountains, along with 13 acres of land in various other states. Of this acreage, 9,954 acres were held for investment, 2,714 acres were held for development, 376 acres were held for sale and 1 acre was held for discontinued operations. Income is derived from these lands through leases, selective timbering by third parties, sales and other dispositions. Included in the properties owned by Blue Ridge are: the Jack Frost National Golf Course on 203 acres of land; 89 acres of land in Northeast Land Company of which 3 acres are held for investment and 86 acres of land held for development; a commercial property comprised of 2.9 acres of vacant land; a shopping center with 9.4 acres of land; four residential investment properties; two retail stores which are leased to Walgreen Company on 3.4 acres of land. All of these investment properties are more fully described under Item 2 below.
Jack Frost Mountain Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in 1980 and commenced operations on June 1, 1981. It was created to lease and operate the Jack Frost Mountain Ski Area and to provide certain services to other facilities, such as the Snow Ridge resort community, and to operate recreational facilities located within the Jack Frost Mountain tract. The lease between Blue Ridge and Jack Frost Mountain Company for the Jack Frost Mountain Ski Area was terminated on November 30, 2005. On December 1, 2005, Blue Ridge entered into a 28-year lease with JFBB Ski Areas Inc., an unrelated party and an affiliate of Peak Resorts, for the lease of the Jack Frost Mountain Ski Area. JFBB Ski Areas Inc. operated the Jack Frost Mountain Ski Area and made monthly lease payments to Blue Ridge during the ski season (January to April). On December 15, 2011, Blue Ridge sold the Jack Frost Mountain Ski Area on approximately 201 acres of land to JFBB Ski Areas, Inc. Revenue generated by the lease prior to its termination is included in the Real Estate Management/Rental Operations business segment.
Northeast Land Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in 1967. The primary asset of this subsidiary is 89 acres of land in Northeast Pennsylvania of which 3 acres are held for investment and 86 acres are held for development. Revenue for Northeast Land Company is derived from property leases. Effective October 1, 2006, Mountain Resort Villas, an unrelated party and an affiliate of Appletree Management Group, Inc. purchased certain property management and rental management contracts from Northeast Land Company. Mountain Resort Villas leased certain buildings from the Companies for use in the operation and maintenance of Northeast Land Company’s former rental program. On September 30, 2012, Mountain Resort Villas ceased operations and terminated their leases with the Company. .
BRRE Holdings, Inc., a wholly-owned subsidiary of Blue Ridge, was incorporated in Delaware in 1986. It was established for investment purposes.
Moseywood Construction Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in May 2003 and commenced operations in November 2003. It was primarily focused on facilitating land development and expanding our real estate sales division. Due to the downturn in the housing market, in July 2008 we stopped accepting new construction contracts for the Stoney Run Builders and Stoney Run Realty custom home division and closed the sales office located in Stroudsburg, Pennsylvania. All of the signed contracts for custom built homes have been completed.
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Coursey Commons Shopping Center, LLC, a wholly-owned subsidiary of Blue Ridge organized in Louisiana in May 2004, owns and leases the Coursey Commons Shopping Center, which is located on 9.4 acres of land in Baton Rouge, Louisiana. Coursey Commons Shopping Center, LLC is managed by Kimco Realty Corporation.
Boulder Creek Resort Company was incorporated in Pennsylvania in December 2004. It was created to consolidate the branding and marketing of our properties in the Pocono Mountains as a single resort destination.
Jack Frost National Golf Course, Inc., a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in February 2005. It operates the Jack Frost National Golf Course, which opened in the spring of 2007 and is managed by Billy Casper Golf, LLC, an unaffiliated third party.
Blue Ridge Acquisition Company, a wholly-owned subsidiary of Blue Ridge, was incorporated in Pennsylvania in March 2006. It was created to facilitate the acquisition of investment properties.
Flower Fields Motel, LLC, a wholly-owned subsidiary of Blue Ridge organized in Pennsylvania in September 2006, owns certain commercial property, which consists of 2.9 acres of vacant land. Flower Fields Motel, LLC is managed by Blue Ridge.
Blue Ridge WNJ, LLC, a wholly-owned subsidiary of Blue Ridge, was organized in New Jersey in May 2009 to own and lease a Walgreens Store in Toms River, New Jersey, which consists of 1.9 acres of land. Blue Ridge WNJ, LLC is managed by Blue Ridge.
Blue Ridge WMN, LLC, a wholly-owned subsidiary of Blue Ridge, was organized in Minnesota in May 2009 to own and lease a Walgreens Store in White Bear Lake, Minnesota, which consists of 1.5 acres of land. Blue Ridge WMN, LLC is managed by Blue Ridge.
As of October 31, 2012, Blue Ridge employed 11 full-time and 2 part-time employees and Jack Frost National Golf Course, Inc. employed 5 part-time employees.
Big Boulder Corporation
Big Boulder Corporation, or Big Boulder, was incorporated in Pennsylvania in 1949. At October 31, 2012, Big Boulder’s primary asset was 749 acres of land, which included a 175 acre lake and the Boulder View Tavern. Of the 749 acres, 450 acres were held for investment, 298 acres were held for development and 1 acre was held for sale. The principal source of revenue for Big Boulder is the sale of residential homes and real estate in close proximity to the Big Boulder Ski Area. On December 1, 2005, Big Boulder entered into a 28-year lease with JFBB Ski Areas, Inc., an unrelated party and affiliate of Peak Resorts, for the lease of the Big Boulder Ski Area. JFBB Ski Areas Inc. operated the Big Boulder Ski Area and made monthly lease payments to Big Boulder during the ski season (January to April). On December 15, 2011, Big Boulder sold the Big Boulder Ski Area on approximately 110 acres of land to JFBB Ski Areas, Inc. Revenue generated by the lease prior to its termination is included in the Real Estate Management/Rental Operations business segment.
Lake Mountain Company, a wholly-owned subsidiary of Big Boulder, was incorporated in Pennsylvania in 1983 and commenced operations on June 1, 1983. Lake Mountain Company currently leases the Lake Mountain Club which includes the recreational facility at Big Boulder Lake. Effective March 30, 2007, we entered into a long-term lease for the operation of this facility with Appletree Management Group. Revenue generated by this operation is now included in the Real Estate Management/Rental Operations business segment.
BBC Holdings, Inc., a wholly-owned subsidiary of Big Boulder, was incorporated in Delaware in 1986. It was established for investment purposes.
Big Boulder has no employees.
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Strategy
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 sport venues.
At October 31, 2012, we owned 13,781 acres of land in Northeastern Pennsylvania along with 13 acres of land in various other states. Of these land holdings, we designated 10,404 as land held for investment, 3,012 acres as held for development, 377 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 of the United States. We do not plan to start any new residential development projects 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 the Companies’ 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 have not entered into any new timber harvest contracts for the timbering of our lands in order to provide ample time for the regeneration of trees. Our forester will monitor the growth and timbering will resume when maximum value can be attained.
The Jack Frost National Golf Course opened in the spring of 2007. The 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 continues to improve.
Business Segments
We currently operate in two business segments, which consist of Real Estate Management/Rental Operations and Land Resource Management. Our business segments were determined from our internal organization and management reporting, which are based primarily on differences in services we provide. Financial information about our segments can be found in Note 15 to our audited financial statements.
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 and 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 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.
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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 and four duplex homes in Laurelwoods II have been completed. The construction of 18 condominium units within Building J at Boulder Lake Village on Big Boulder Lake have been completed as well. Other expenditures for our development projects in the planning phases include fees for architects, engineers, consultants, studies and permits.
Competition
Our Real Estate Management/Rental Operations segment faces competition from similar retail centers that are near our retail properties with respect to the renewal of leases and re-letting of space as leases expire. Any new competitive properties that are developed close to our existing properties may impact our ability to lease space to creditworthy tenants. Increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make or may also have a downward impact on rental prices, which could adversely affect our results of operations.
Planned Real Estate Development
We have constructed 22 of 23 planned single family homes and eight of 44 duplex units in Phase I and Phase II of the Laurelwoods II community. In addition, we have constructed 18 of 144 planned condominium units at the Boulder Lake Village on Big Boulder Lake condominium community. Of these projects, all of the single family homes, duplex units and 17 of the 18 condominium units have been sold.
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.
For the fiscal year ended October 31, 2013, or Fiscal 2013, we intend to continue selective sales of land, some of which may be treated as 1031 tax deferred exchanges under the Internal Revenue Code of 1986, as amended.
Executive Officers of the Registrant
| Name and Title | Age | Office Held Since |
| Bruce Beaty, President and Chief Executive Officer | 54 | 2011 |
| Richard T. Frey, Vice President and Chief Operating Officer | 62 | 2012 |
| Cynthia A. Van Horn, Chief Financial Officer and Treasurer | 48 | 2012 |
Bruce Beaty has served as President and Chief Executive Officer of Blue Ridge and Big Boulder since his appointment on August 12, 2011. Mr. Beaty has served as a Director of the Companies since April 2006. In addition, Mr. Beaty has been the Managing Partner of Asterion Capital LLC, an investment management firm based in Stamford, Connecticut, since he founded that company in February 2004.
Richard T. Frey has served as Chief Operating Officer of Blue Ridge and Big Boulder since January 1, 2012. Since October 2001, Mr. Frey has served as Vice President. From 1992 until October 2001, Mr. Frey was employed as our Director of Food Services at both the Jack Frost Mountain and Big Boulder Ski Areas.
Cynthia A. Van Horn has served as the Companies’ Chief Financial Officer and Treasurer since January 1, 2012. From October 1996 until December 31, 2011, Mrs. Van Horn served as Controller. From November 1995 until October 1996, Mrs. Van Horn was employed as the Companies’ Accounting Manager.
The executive officers are elected or appointed by our board of directors to serve until the election or appointment and qualification of their successors or their earlier death, resignation or removal.
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ITEM 1A. RISK FACTORS
Our business faces significant risks. Some of the following risks relate principally to our business and the industry and statutory and regulatory environment in which we operate. Other risks relate principally to the securities markets and ownership of our stock. The risks described below may not be the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occur, our business, financial condition or results of operations could suffer, and the trading price of our common stock could decline.
Risks Related to Our Business and Our Industry
We are exposed to risks associated with real estate development.
We have extensive real estate holdings near our mountain resorts and elsewhere in the United States. The value of our real property and the revenue from related development activities may be adversely affected by a number of factors, including:
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unexpected construction costs or delays;
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government regulations and changes in real estate, zoning, land use, environmental or tax laws;
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attractiveness of the properties to prospective purchasers and tenants;
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local real estate conditions (such as an oversupply of space or a reduction in demand for real estate in an area);
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competition from other available property or space;
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potential liabilities under environmental and other laws;
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our ability to obtain adequate insurance;
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interest rate levels and the availability of financing; and
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national and local economic climate.
A continued downturn in the demand for residential real estate or the increase in the supply of real estate available for sale and declining prices, could continue to adversely impact our business.
The real estate development industry is cyclical in nature and is particularly vulnerable to shifts in regional and national economic conditions. The United States housing market has suffered a dramatic downturn since July 2007. The collapse of the housing market has contributed to the current recession in the national economy, which exerts further downward pressure on housing demand. As a result, the supply of existing homes for sale has risen nationwide. Resort vacation unit rental and ownership is a discretionary activity entailing relatively high costs, and a continued decline in the regional or national economies where we operate could adversely impact our real estate sales and revenues. Accordingly, our financial condition could be adversely affected by a continued weakening in the regional or national economy.
If the market values of our home sites, our remaining inventory of completed homes and other developed real estate assets were to drop below the book value of those properties, we would be required to write-down the book value of those properties, which would have an adverse effect on our balance sheet and our earnings.
We have owned the majority of our land for many years, having acquired most of our land in the 1960’s. Consequently, we have a very low cost basis in the majority of our land holdings. We have subdivided and developed parcels with infrastructure improvements and also constructed a golf course and clubhouse, which required significant capital expenditures. Many of these costs are capitalized as part of the book value of the land development. Adverse market conditions, in certain circumstances, may require the book value of the real estate assets to be decreased, often referred to as a “write-down” or “impairment.” A write-down of an asset would decrease the value of the asset on our balance sheet and would reduce our earnings for the period in which the write-down is recorded.
During 2011, we recorded total asset impairment costs of $70,700 which related to the write-down of two properties in Saylorsburg, Pennsylvania due to current market conditions. If market conditions were to continue to deteriorate, and the market values of our home sites, remaining homes held in inventory and other land developments were to fall below the book value of these assets, we could be required to take additional write-downs of the book value of those assets.
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If we are not able to obtain suitable financing, our business and results of operations may decline.
Our business and earnings depend substantially on our ability to obtain financing for the development of our residential communities, whether from bank borrowings, public offerings or private placements of debt or equity. Our $9,000,000 revolving credit facility has expired and our $3,100,000 on demand line of credit has on outstanding balance of $2,221,237 as of October 31, 2012. Approximately $14,659,000 of our long term debt is due and payable at various times from October 2014 through August 2031.
If we are not able to obtain suitable financing at reasonable terms or replace existing debt and credit facilities when they become due or expire, our costs for borrowings will likely increase and our revenues may decrease, or we could be precluded from continuing our operations at current levels.
If our net worth declines, we could default on our revolving credit facilities, which could have a material adverse effect on our financial condition and results of operation.
We have one revolving credit facility available to provide a source of funds for operations, capital expenditures and other general corporate purposes. The credit facility contains financial covenants that we must meet on an annual basis. These covenants require, among other things, that the Companies comply with consolidated debt to worth, debt service coverage and tangible net worth ratios. The Companies did not meet the required debt service coverage ratio at October 31, 2012 and 2011 and have obtained waivers from the Bank for this covenant. Future compliance with this covenant will be challenging if we continue to experience significant operating losses, asset impairments, abandonments, pension plan losses and other reductions in our net worth.
If we do not comply with the financial covenants, and cannot obtain covenant waivers from the Bank, we could have an event of default under our credit facility. There can be no assurance that the bank will be willing to amend the facility to provide for more lenient terms prior to any such default, or that it will not charge significant fees in connection with any such amendment. If we have borrowings under the facility at the time of a default, the bank may choose to terminate the facility or seek to negotiate additional or more severe restrictive covenants or increased pricing and fees. We could be required to seek an alternative funding source, which may not be available at all or available on acceptable terms. Any of these events could have a material adverse effect on our financial condition and results of operations.
Competition and market conditions relating to our real estate management operations could adversely affect our operating results.
We face competition from similar retail centers that are near our retail properties with respect to the renewal of leases and re-letting of space as leases expire. Any new competitive properties that are developed close to our existing properties also may impact our ability to lease space to creditworthy tenants. Increased competition for tenants may require us to make capital improvements to properties that we would not have otherwise planned to make or may also have a downward impact on rental prices. Any unbudgeted capital improvements could adversely affect our results of operations. Also, to the extent we are unable to renew leases or re-let space as leases expire, it would result in decreased cash flow from tenants and could adversely affect our results of operations.
Our retail properties are subject to adverse market conditions, such as population trends and changing demographics, income, sales and property tax laws, availability and costs of financing, construction costs and weather conditions that may increase energy costs, any of which could adversely affect our results of operations. If the sales of stores operating at our properties were to decline significantly due to economic conditions, the risk that our tenants will be unable to fulfill the terms of their leases or will enter into bankruptcy may increase. Economic and market conditions have a substantial impact on the performance of our anchor and other tenants and may impact the ability of our tenants to make lease payments and to renew their leases. If, as a result of such tenant difficulties, our properties do not generate sufficient income to meet our operating expenses, including debt service, our results of operations would be adversely affected.
Our business is subject to heavy environmental and land use regulation.
We are subject to a wide variety of federal, state and local laws and regulations relating to land use and development and to environmental compliance and permitting obligations, including those related to the use, storage, discharge, emission and disposal of hazardous materials. Any failure to comply with these laws could result in capital or operating expenditures or the imposition of severe penalties or restrictions on our operations that could adversely affect
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our present and future resort operations and real estate development. In addition, these laws and regulations could change in a manner that materially and adversely affects our ability to conduct our business or to implement desired expansions and improvements to our facilities.
We are subject to litigation in the ordinary course of business.
We are, from time to time, subject to various legal proceedings and claims, either asserted or unasserted. Any such claims, whether with or without merit, could be time-consuming and expensive to defend and could divert management’s attention and resources. While management believes we have adequate insurance coverage and accrued loss contingencies for all known matters, we cannot assure that the outcome of all current or future litigation will not have a material adverse effect on us.
Implementation of existing and future legislation, rulings, standards and interpretations from the FASB or other regulatory bodies could affect the presentation of our financial statements and related disclosures.
Future regulatory requirements could significantly change our current accounting practices and disclosures. Such changes in the presentation of our financial statements and related disclosures could change the interpretation or perception of our financial position and results of operations.
If we are unable to retain our key executive personnel and hire additional personnel as required, our business and prospects for growth could suffer.
We believe that our operations and future development are dependent upon the continued services of our key executive personnel. Moreover, we believe our future success will depend in large part upon our ability to attract, retain and motivate highly skilled management employees. If one or more members of our management team or other key personnel become unable or unwilling to continue in their present positions and if additional key personnel cannot be hired as needed, our business and prospects for growth could be materially adversely affected.
The cyclical nature of the forest products industry could adversely affect our timbering operations.
Our results of operations are affected by the cyclical nature of the forest products industry. Historical prices for logs and wood products have been volatile, and we, like other participants in the forest products industry, have limited direct influence over the time and extent of price changes for logs and wood products. The demand for logs and wood products is affected primarily by the level of new residential construction activity and, to a lesser extent, repair and remodeling activity and other industrial uses. The demand for logs is also affected by the demand for wood chips in the pulp and paper markets. These activities are, in turn, subject to fluctuations due to, among other factors:
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changes in domestic and international economic conditions;
·
interest rates;
·
population growth and changing demographics; and
·
seasonal weather cycles (e.g., dry summers, wet winters).
Decreases in the level of residential construction activity generally reduce demand for logs and wood products. This results in lower revenues, profits and cash flows in our Land Resources Management segment. In addition, industry-wide increases in the supply of logs and wood products during favorable price environments can also lead to downward pressure on prices. Timber owners generally increase production volumes for logs and wood products during favorable price environments. Such increased production, however, when coupled with even modest declines in demand for these products in general, could lead to oversupply and lower prices.
Risks Related to Our Common Stock
We do not expect to pay dividends on our common stock.
Although we have previously declared and paid dividends on our common stock in the past, we do not anticipate declaring or paying any dividends in the foreseeable future. We plan to retain any future earnings to finance the continued expansion and development of our business. As a result, our dividend policy could depress the market price for our common stock.
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We are effectively controlled by Kimco Realty Services, Inc., and other shareholders have little ability to influence our business.
As of January 28, 2013, Kimco Realty Services, Inc., a wholly-owned subsidiary of Kimco Realty Corporation, owned at least 1,425,154 shares, or approximately 58% of our outstanding voting stock. Kimco Realty Services is able to exercise significant control over all matters requiring shareholder approval, including the election of directors and approval of significant corporate actions, such as mergers and other business combination transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control over us unless it is supported by Kimco Realty Services. Accordingly, your ability to influence us through voting your shares is very limited.
Mr. Frederick N. Kurz, Jr., the Chairman of our Board of Directors, is also Vice President and General Manager of Kimco Realty Corporation. Mr. Michael J. Flynn, who served as Chairman of our board of directors until April 2012, was also President, Chief Operating Officer and Vice Chairman of the board of directors of Kimco Realty Corporation until his retirement on December 31, 2008. In addition, Mr. Patrick M. Flynn, who served as one of our directors and was our President and Chief Executive Officer until his resignation on August 12, 2011, was also a Managing Director of Real Estate at Kimco Realty Corporation. Finally, Mr. Milton Cooper, who served as one of our directors until April 2012, also serves as Executive Chairman of the board of directors of Kimco Realty Corporation.
Our common stock is thinly traded. Our stock price may fluctuate more than the stock market as a whole.
As a result of the thin trading market for our stock, its market price may fluctuate significantly more than the stock market as a whole or the stock prices of similar companies. Of the 2,450,424 shares of our common stock outstanding as of January 28, 2013, approximately 42% of such shares are beneficially owned by persons other than Kimco Realty Services, our controlling shareholder. Without a larger float, our common stock will be less liquid than the stock of companies with broader public ownership, and, as a result, the trading prices for our common stock may be more volatile. Among other things, trading of a relatively small volume of our common stock may have a greater impact on the trading price for our stock than would be the case if our public float were larger.
ITEM 2. PROPERTIES
Blue Ridge Real Estate Company
At October 31, 2012, the properties of Blue Ridge and its subsidiaries consisted of 13,045 acres of land owned by Blue Ridge, Northeast Land Company, Coursey Commons Shopping Center, LLC, Flower Fields Motel, LLC, Blue Ridge WNJ, LLC and Blue Ridge WMN, LLC. These properties included the Jack Frost National Golf Course, a commercial property comprised of 2.9 acres of vacant land, one shopping center, four residential investment properties, a sewage treatment facility, a corporate headquarters building and other miscellaneous facilities. At October 31, 2012, Blue Ridge also owned two retail stores leased to affiliates of Walgreen Company.
At October 31, 2012 Blue Ridge owned 13,032 acres of land in the Pocono Mountain region of Northeast Pennsylvania. The majority of this property is leased to various hunting clubs. Blue Ridge owns and leases to Jack Frost National Golf Course, Inc. an 18-hole golf facility known as Jack Frost National Golf Club, which is located on 203 acres near White Haven, Carbon County, Pennsylvania. It commenced operations on April 20, 2007 and is managed by Billy Casper Golf, LLC, an unaffiliated third party operator. Blue Ridge owns three residential investment properties, two of which are located in our resort communities. Blue Ridge owns a sewage treatment facility that serves the resort housing at the Jack Frost Mountain Ski Area. The facility has the capacity of treating up to 400,000 gallons of wastewater per day. Blue Ridge also owns The Stretch, an exclusive members-only fishing club located along a two mile stretch of the Tunkhannock Creek in Blakeslee, Pennsylvania. Blue Ridge’s corporate office building is located at the intersection of Route 940 and Mosey Wood Road in Blakeslee, Pennsylvania.
During Fiscal Year 2012, Blue Ridge owned and leased to Jack in the Box Eastern Division, L.P., a retail store located in Anahuac, Texas. The property consisted of a free standing Jack in the Box restaurant, including 1 acre of land, with approximately 4,981 square feet of leasable space. On November 30, 2011, Blue Ridge sold the Jack in the Box including 1 acre of land to Phyllis Enfield Trust and the lease was terminated.
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During Fiscal Year 2012, Blue Ridge owned the Jack Frost Mountain Ski Area’s properties, located on approximately 201 acres of land, which were leased under a direct financing lease to JFBB Ski Areas, Inc., an affiliate of Peak Resorts, for a 28 year period beginning December 1, 2005. On December 15, 2011, Blue Ridge sold the Jack Frost Mountain Ski Area to JFBB Ski Areas, Inc.
Northeast Land Company owns 89 acres of land located in the Pocono Mountains.
Coursey Commons Shopping Center, located in East Baton Rouge Parrish, Louisiana, is owned by Coursey Commons Shopping Center, LLC, a wholly-owned subsidiary of Blue Ridge. The center consists of 9.4 acres, which includes approximately 67,750 square feet of retail space. As of October 31, 2012, there were 16 tenants leasing 62,955 square feet, which represents 93% of the total square footage.
Flower Fields Motel, LLC owns approximately 3 acres of vacant commercial property located along Route 611 in Tannersville, Pennsylvania. The property was the former location of a motel and two cottage buildings which were demolished during the summer of 2008.
Blue Ridge WNJ, LLC owns and leases to Walgreen Eastern Co., Inc., a retail store in Toms River, New Jersey. The property consists of a free standing Walgreens store, including 2 acres of land, with approximately 14,820 square feet of leasable space.
Blue Ridge WMN, LLC owns and leases to Walgreen Co., Inc., a retail store located in White Bear Lake, Minnesota. The property consists of a free standing Walgreens store, including 2 acres of land, with approximately 14,820 square feet of leasable space.
Big Boulder Corporation
At October 31, 2012, the properties owned by Big Boulder consisted of 749 acres located in the Pocono Mountains. The properties included a sewage treatment facility, the Boulder View Tavern and the Big Boulder Lake Mountain Club.
During Fiscal 2012, Big Boulder owned the Big Boulder Ski Area, located on approximately 110 acres of land, which was leased under a direct financing lease to JFBB Ski Areas Inc., an affiliate of Peak Resorts, for a 28 year period beginning December 1, 2005. On December 15, 2011, Big Boulder sold the Big Boulder Ski Area to JFBB Ski Areas, Inc.
A sewage treatment facility was constructed by Big Boulder to serve the resort housing within the Big Boulder Ski Area tract. The facility has the capacity of treating 225,000 gallons of wastewater per day.
Big Boulder also constructed Boulder View Tavern, which consists of 8,800 square feet and is located on the eastern shore of Big Boulder Lake, Kidder Township, Carbon County, Pennsylvania. The restaurant initially commenced operations in May 1986. Effective December 1, 2008, Management entered into a lease agreement with Boulder View Tavern, Inc. an affiliate of Peak Resorts, to lease the facility for a 5 year period with two 5-year renewal options. The restaurant has dining capacity for 100 patrons.
Big Boulder also owns the Big Boulder Lake Mountain Club, which includes a 175-acre lake, swimming pool, tennis courts, boat docks and accompanying buildings. Effective March 30, 2007, Big Boulder entered into a lease agreement with Appletree Management Group, Inc. to operate the Lake Mountain Club for a period of 10 years.
ITEM 3. LEGAL PROCEEDINGS
We are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will be material to our business, financial condition or results of operations.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
STOCK AND DIVIDEND INFORMATION
Market Price of Common Stock
Our common stock is quoted on the OTC Bulletin Board under the symbol “BLRGZ.” There has been a limited and sporadic trading market for our common stock. Our management does not believe such limited activity constitutes an established public trading market. As of January 28, 2013, we had approximately 350 holders of record of our common stock.
The following table sets forth the high asked and low bid price quotations as reported on the monthly statistical reports of the National Association of Securities Dealers, Inc. for each quarter of Fiscal 2012 and 2011. No dividends were paid on common stock in any such period.
| Fiscal Year 2012 | HIGH ASKED | LOW BID |
| First Quarter | 8.00 | 5.30 |
Second Quarter | 11.62 | 7.00 |
| Third Quarter | 10.00 | 8.00 |
Fourth Quarter | 8.01 | 8.00 |
| Fiscal Year 2011 | HIGH ASKED | LOW BID |
| First Quarter | 8.05 | 5.00 |
Second Quarter | 10.05 | 8.00 |
| Third Quarter | 9.00 | 5.76 |
Fourth Quarter | 8.90 | 4.75 |
The reported quotations represent prices between dealers, do not reflect retail mark-ups, mark-downs or commissions and do not necessarily represent actual transactions.
Dividend Policy
We do not anticipate paying any cash dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance our operations and expand our business. Any future determination to pay cash dividends will be at the discretion of the board of directors and will be dependent upon our financial condition, operating results, capital requirements, and other factors the board of directors deems relevant.
STOCK PERFORMANCE GRAPH
The following graph compares the percentage change in the cumulative total shareholder return on our common stock (BLRGZ) during the Companies’ five fiscal years ended October 31, 2012 to the cumulative total return of the NASDAQ Composite Index (IXIC) and the PHLX Housing Sector (HGX) Index during such period.
Our management has determined that it is appropriate to compare the Companies’ cumulative total shareholder return with the cumulative total return of the PHLX Housing Sector (HGX) Index, which is an index composed of 20 smaller companies whose primary lines of business are directly associated with the U.S. housing construction market.
The comparison assumes that $100 was invested at the beginning of such period in the Companies’ shares of common stock (BLRGZ), in the NASDAQ Composite Index (IXIC) and in the PHLX Housing Sector (HGX) Index and assumes the reinvestment of any dividends.
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ITEM 6. SELECTED FINANCIAL DATA
You should read the following selected financial data together with our consolidated financial statements and the related notes appearing elsewhere in this report and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and other financial data included in this report.
Blue Ridge Real Estate Company and Subsidiaries
and Big Boulder Corporation and Subsidiaries
COMBINED SUMMARY OF SELECTED FINANCIAL DATA
|
| 10/31/12 | 10/31/11 | 10/31/10 | 10/31/09 | 10/31/08 |
| Revenues from continuing operations | $7,129,708 | $5,679,146 | $5,414,279 | $15,497,265 | $9,768,741 |
| Net loss from continuing operations | ($1,214,912) | ($2,587,540) | ($3,815,759) | ($250,859) | ($1,682,876) |
| Net loss from continuing operations per combined share | ($0.49) | ($1.06) | ($1.56) | ($0.10) | ($0.69) |
| Revenues from discontinued operations | $26,915 | $509,608 | $472,951 | $399,401 | $389,372 |
| Net (loss) income from discontinued operations | ($43,722) | $112,775 | $406,679 | $400,105 | $397,246 |
| Net (loss) income from discontinued operations per combined share | ($0.02) | $0.05 | $0.17 | $0.16 | $0.16 |
| Net (loss) income | ($1,258,634) | ($2,474,765) | ($3,409,080) | $149,246 | ($1,285,630) |
| Net (loss) income per combined share | ($0.51) | ($1.01) | ($1.39) | $0.06 | ($0.52) |
| Cash dividends per combined share | $0 | $0 | $0 | $0 | $0 |
| Combined shares outstanding | 2,450,424 | 2,450,424 | 2,450,424 | 2,450,424 | 2,450,424 |
| Total assets | $50,571,492 | $65,105,709 | $70,257,390 | $72,959,381 | $79,033,616 |
| Debt (includes discontinued operations) | $16,880,416 | $28,123,504 | $28,947,454 | $26,294,719 | $31,273,294 |
| Shareholders' equity | $27,820,445 | $29,753,937 | $32,797,583 | $35,831,330 | $37,022,179 |
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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 sport venues.
At October 31, 2012, we owned 13,781 acres of land in Northeastern Pennsylvania along with 13 acres of land in various other states. Of these land holdings, we designated 3,012 acres as held for development, 377 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 the Companies’ 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 in order to provide ample time for the regeneration of trees. Our forester will monitor the growth and timbering will resume when maximum value can be attained.
The Jack Frost National Golf Course opened in the spring of 2007. The 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 continues to improve.
As a result of the Companies’ focus on real estate activities, we present our balance sheet in an unclassified presentation using the alternate format in order to reflect our assets and liabilities in order of their importance.
Recent Developments
As of January 28, 2013, we expect all of the newly constructed condominium units at Boulder Lake Village in Lake Harmony, Pennsylvania will be sold by the end of our second quarter in Fiscal 2013.
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, 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.
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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.
We 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, dues and deposits on land or home sales. These rents, which are not yet earned, are rents from our commercial properties that have been paid in advance. Dues are dues paid in advance related to memberships in our 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. Also included in deferred income is a reimbursement from the Pennsylvania Department of Transportation for the cost of a sewer line. Income will be recognized over the depreciation period. This sewer line has not yet been placed in service.
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.
We 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. We 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.
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. 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.
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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 review 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 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 between the carrying value and the fair value of the asset. The impairment loss is recognized in the period incurred.
We sponsor a defined benefit pension plan as detailed in footnote 8 to the accompanying combined financial statements. The accounting for pension cost 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 and $637,600 in Fiscal 2012 and Fiscal 2011, respectively. The Companies expect to contribute $278,913 to the pension plan in Fiscal 2013. Future benefit accruals under the pension plan ceased as of August 31, 2010. The Companies also have in place 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.
We have no off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Results of Operations
FISCAL 2012 VERSUS FISCAL 2011
Net Income
For Fiscal 2012, we reported a net loss of ($1,258,634), or ($0.51) per combined share, as compared with a net loss of ($2,474,765), or ($1.01) per combined share for Fiscal 2011.
Revenues
Combined revenue of $7,129,708 in Fiscal 2012 represents an increase of $1,450,562, or 26%, compared to $5,679,146 for Fiscal 2011. Real Estate Management Operations/Rental Operations revenue decreased $18,535, or 1%, compared to Fiscal 2011. Land Resource Management revenue increased $1,469,097, or 51%, compared to Fiscal 2011.
Real Estate Management/Rental Operations
The Real Estate Management Operations/Rental Operations revenue was $2,787,941 in Fiscal 2012 as compared to $2,806,476 in Fiscal 2011, which represented a decrease of $18,535, or 1%. This was primarily attributable to a decrease in water testing revenue of $18,970, or 40%.
Land Resource Management
Land Resource Management revenue was $4,341,767 in Fiscal 2012 as compared to $2,872,670 for Fiscal 2011, an increase of $1,469,097, or 51%. In Fiscal 2012, new homes sales consisted of nine condominiums in Boulder Lake Village development ($2,034,000) and three duplexes in the Laurelwoods II development ($667,000) totaling $2,701,000
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as compared to four condominiums in the Boulder Lake Village development ($1,198,700) and two duplexes in the Laurelwoods II development ($631,615) totaling $1,830,615 in Fiscal 2011, for an increase of $870,385, or 47%. Timbering revenue in Fiscal 2012 was $318,817 as compared to $77,900 for Fiscal 2011, an increase of $240,917 or greater than 100%. Jack Frost National Golf Course revenue in Fiscal 2012 was $989,902 as compared to $798,139 for Fiscal 2011, an increase of $191,763, or 24% primarily driven by increased green fees ($101,676), cart rentals ($38,456), retail ($19,945), and food and beverage sales ($28,585).
Operating Costs
Real Estate Management/Rental Operations
Operating costs associated with Real Estate Management Operations/Rental Operations for Fiscal 2012 were $1,944,426 as compared to $1,981,324 for Fiscal 2011, which represents a decrease of $36,898, or 2%. This was primarily the result of reclassified operating expenses related to the Jack Frost and Big Boulder ski areas and the Jack in the Box and Maple Terrace investment properties to discontinued operations. Rental revenues also decreased as the Applebee investment property was sold in September 2011.
Land Resource Management
Operating costs associated with Land Resource Management for Fiscal 2012 were $4,670,340 compared to $4,436,374 for Fiscal 2011, an increase of $233,966, or 5%. Construction costs for Fiscal 2012 were $1,324,598 compared to $1,092,851 for Fiscal 2011, an increase of $231,747, or 21%. For Fiscal 2012, nine condominium units and three duplex units were sold as compared to four condominium units and two duplex units sold in Fiscal 2011. Operating and sales expenses decreased $138,431, or 8%. Impairments decreased $676,651, which was offset by increases in interest ($130,373), professional service fees ($121,256), commissions ($46,590), supplies and services ($105,233) and salaries with corresponding payroll taxes and benefits ($16,921). The cost of sales for land and buildings for Fiscal 2012 was $314,709 compared to $123,004 for Fiscal 2011, an increase of $191,705, or greater than 100%.
General and Administration
General and administration costs for Fiscal 2012 were $1,881,691, as compared with $1,791,381 for Fiscal 2011, which represents an increase of $90,310, or less than 1%. This increase was primarily the result of increased salaries, payroll taxes and benefits ($77,830), pension expense ($104,744) and director fees ($22,750). These increases were offset by decreases in consultants ($82,752) and professional fees ($15,919).
Other Income (Expense)
Interest and other income was $3,315 in Fiscal 2012, as compared to $11,259 in Fiscal 2011, a decrease of $7,944, or 71% relating to miscellaneous revenue administration.
Interest expense for Fiscal 2012 was $1,128,087 as compared to $1,415,031 for Fiscal 2011, a decrease of $286,944, or 20%. This decrease was primarily attributable to a decrease in interest expense associated with the companies operating lines of credit related to infrastructure costs ($185,687) and general operating expenses ($73,298). There was no capitalized interest in Fiscal 2012.
Discontinued Operations
Due to management’s decision to sell the two ski areas, two commercial properties and the transfer of one investment property to assets of discontinued operations, the results of operations for these five properties for Fiscal 2012 and 2011 are being reported as discontinued operations. Future cash flows and operating results for the two ski areas, two commercial properties and one investment property will no longer be reported in the Real Estate Management / Rental segment. The loss resulting from the sale of the two ski areas (reported as a valuation allowance), impairment expense of the investment property and the gain resulting from the sale of the Jack in the Box and the Applebee’s are no longer reported in the Land Resource Management segment.
The net income before taxes from the discontinued operations for the Applebee’s in Fiscal 2012 was $0 as compared to $84,075 (including $25,721 gain on disposal) in Fiscal 2011. The Applebee’s was purchased February 25, 2010 and sold September 30, 2011.
The net income before taxes from discontinued operations for the Jack in the Box was $12,851 (including $9,402 gain on disposal) in Fiscal 2012 versus $19,063 in Fiscal 2011. The Jack in the Box was sold on November 30, 2011.
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The net loss before taxes from discontinued operations for the Jack Frost Mountain and Big Boulder ski areas was $7,328 in Fiscal 2012 compared to the net income before taxes from discontinued operations of $57,669 (including $502,000 asset valuation) in Fiscal 2011. The sale transaction on December 15, 2011 resulted in a loss; therefore an allowance of $502,000 was reported in Fiscal 2011.
The net loss before taxes from discontinued operations for the Saylorsburg, Pennsylvania investment property was $72,245 (including $63,700 impairment expense) in Fiscal 2012 compared to a net income before taxes from discontinued operations of $8,968 in Fiscal 2011.
Tax Rate
The effective tax rate for income taxes (benefit) was 34% in Fiscal 2012 as compared to 34% in Fiscal 2011.
Results of Operations
FISCAL 2011 VERSUS FISCAL 2010
Net Income
For Fiscal 2011, we reported a net loss of ($2,474,765), or ($1.01) per combined share, as compared with a net loss of ($3,409,080), or ($1.39) per combined share for Fiscal 2010.
Revenues
Combined revenue of $5,679,146 in Fiscal 2011 represents an increase of $264,867, or 5%, compared to $5,414,279 for Fiscal 2010. Real Estate Management Operations/Rental Operations revenue decreased $50,790, or 2%, compared to Fiscal 2010. Land Resource Management revenue increased $315,657, or 12%, compared to Fiscal 2010.
Real Estate Management/Rental Operations
The Real Estate Management Operations/Rental Operations revenue was $2,806,476 in Fiscal 2011 as compared to $2,857,266 in Fiscal 2010, which represented a decrease of $50,790, or 2%. This was primarily attributable to a decrease in new home construction revenue resulting from management’s decision to stop accepting new home construction contracts as of July 1, 2008. For Fiscal 2011 and 2010, there were no new homes under construction.
Land Resource Management
Land Resource Management revenue was $2,872,670 in Fiscal 2011 as compared to $2,557,013 for Fiscal 2010, an increase of $315,657, or 12%. In Fiscal 2011, new homes sales totaling $1,830,315 consisted of four condominiums in Boulder Lake Village development ($1,198,700) and two duplexes in the Laurelwoods II development ($631,615) as compared to one condominium in the Boulder Lake Village development ($320,000) and three single family residences ($873,575) in the Laurelwoods II development totaling $1,193,575 in Fiscal 2010, for an increase of $636,740, or 53%. These increases were offset by the sale of two land sales totaling $159,500, as compared to four land sales in Fiscal 2010 totaling $336,750, a decrease of $177,250, or greater than 100%.
Operating Costs
Real Estate Management/Rental Operations
Operating costs associated with Real Estate Management Operations/Rental Operations for Fiscal 2011 were $1,981,324 as compared to $2,122,585 for Fiscal 2010, which represents a decrease of $141,261 or 7%. For Fiscal 2011, construction costs of $250 and operating expenses of $0 for residual work on existing residential housing units as compared to Fiscal 2010 construction costs of $77,428 and operating expenses of $113,134 for residual work on existing residential housing units, a decrease of $190,312, or 100%. This was primarily attributable to a decrease in new home construction resulting from management’s decision to stop accepting new home construction contracts as of July 1, 2008. For Fiscal 2011 and 2010, there were no additional homes under construction. All outstanding construction contracts have been completed. This was offset by increased operating expenses for real estate taxes ($57,815), repairs and maintenance ($12,026), insurance ($7,872) and supplies ($5,408) relating to the land leased to various hunting clubs and the Stretch fishing club.
17
Land Resource Management
Operating costs associated with Land Resource Management for Fiscal 2011 were $4,436,374 compared to $5,612,485 for Fiscal 2010, a decrease of $1,176,111, or 21%. Construction costs for Fiscal 2011 were $1,092,851 compared to $842,313 for Fiscal 2010, an increase of $250,358, or 30%. For Fiscal 2011, two duplex units and four condominium units were sold as compared to three single family residential units and one condominium unit sold in Fiscal 2010.
Correspondingly, the operating and sales expenses also increased $1,078,346, or greater than 100%. These operating and sales expenses primarily related to impairments ($676,651), interest ($110,891), closing costs ($60,112), commissions ($31,506) and salaries with corresponding payroll taxes and benefits ($51,323). The cost of sales for land and buildings for Fiscal 2011 was $123,004 compared to $241,639 for Fiscal 2010, a decrease of $118,635, or 49%. This decrease was offset by an asset impairment of $73,000 related to unimproved land reflected in Fiscal 2010 and $0 in Fiscal 2011.
General and Administration
General and administration costs for Fiscal 2011 were $1,791,381, as compared with $2,438,220 for Fiscal 2010, which represents a decrease of $646,839, or 27%. This decrease was primarily the result of decreased salaries, payroll taxes and benefits ($150,660), pension expense ($278,641), due to the defined benefit plan being frozen as of August 31, 2010 resulting in reduced contributions, professional fees ($75,154), consultants ($69,430) and closing costs ($24,686).
Other Income (Expense)
Interest and other income was $11,259 in Fiscal 2011, as compared to $21,591 in Fiscal 2010, a decrease of $10,332, or 48% relating to miscellaneous revenue administration.
Interest expense for Fiscal 2011 was $1,415,031 as compared to $1,261,339 for Fiscal 2010, an increase of $153,692, or 12%. This increase was primarily attributable to a $174,360 increase in interest expense associated with the companies operating lines of credit related to infrastructure costs and general operating expenses and a decrease in capitalized interest due to the units being completed. These increases were offset by an $11,841 reduction in interest expense relating to four completed units in the Laurelwoods II community.
Discontinued Operations
Due to management’s decision to sell the two ski areas, two commercial properties and the transfer of one investment property to assets of discontinued operations, the results of operations for these five properties for Fiscal 2011 and 2010 are being reported as discontinued operations. Future cash flows and operating results for the two ski areas, two commercial properties and one investment property will no longer be reported in the Real Estate Management / Rental segment. Both the loss resulting from the sale of the two ski areas (reported as a valuation allowance), and the gain resulting from the sale of the Jack in the Box and the Applebee’s are no longer reported in the Land Resource Management segment.
The net income before taxes from the discontinued operations for the Applebee’s in Fiscal 2011 was $84,075 (including $25,721 gain on disposal) as compared to $41,591 in Fiscal 2010. The increase of $42,484 includes the gain on the sale of the property and two additional months of operation. The Applebee’s was purchased February 25, 2010 and sold September 30, 2011.
The net income before taxes from discontinued operations for the Jack in the Box was $19,063 in Fiscal 2011 versus $10,326 in Fiscal 2010. The increase of $8,737 is primarily due to reduced depreciation expense as the asset was reclassified to “Long-lived assets held for sale” in October 2011.
The net income before taxes from discontinued operations for the Jack Frost Mountain and Big Boulder ski areas was $57,669 in Fiscal 2011 compared to $553,521 in Fiscal 2010. The decrease of $495,852 is primarily due to a valuation allowance of $502,000 recorded in Fiscal 2011. The sale transaction on December 15, 2011 resulted in a loss; therefore an allowance was reported in Fiscal 2011.
The net income before taxes from discontinued operations for the Saylorsburg, Pennsylvania investment property was $8,968 in Fiscal 2011 compared to $11,241 in Fiscal 2010.
18
Tax Rate
The effective tax rate for income taxes (benefit) was 34% in Fiscal 2011 as compared to 37% in Fiscal 2010. The rate is different than the United States Federal statutory rate of 34% in Fiscal 2010 primarily due to the impact of state income taxes and non-deductible expenses.
Liquidity and Capital Resources:
The Combined Statement of Cash Flows reflects net cash provided by operating activities of $1,567,876 for Fiscal 2012, net cash used in operating activities of $208,000 for Fiscal 2011 and net cash used in operating activities of $847,826 for Fiscal 2010. The increase in net cash provided by operating activities for Fiscal 2012 was primarily attributable to increased sales in land and real estate development, decreased net loss and decreased impairment expense.
Material non-recurring cash items during the past three years include the sales of the Jack Frost Mountain Ski Area for $5,650,000, Big Boulder Ski Area for $3,350,000 and the Jack In The Box in Wallisville, Texas for $1,911,419 in Fiscal 2012 and the Applebee’s in Fort Collins, Colorado for $1,450,000 in Fiscal 2011.
On September 30, 2011, the Companies sold the Applebee’s located in Fort Collins, Colorado. A portion of the proceeds from the sale were used to pay off the Deed of Trust and Security Agreement and Purchase Money Promissory Note held by The Stephen A. Grove Descendants Trust in the amount of $670,000, which encumbered the property.
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 into the Amended and Restated Note with the Bank (the “Amended and Restated Note”), which increased the loan by an aggregate of $2,000,000 to $4,600,000 and extended the maturity date of the Note from July 29, 2011 to December 31, 2011. Interest is due and payable on a monthly basis and accrues at a variable rate equal (a) 3.00 percentage points above one-month LIBOR. The Amended and Restated Note is secured by (a) Amended and Restated Mortgages granted by the Companies and their wholly owned subsidiary, Northeast Land Company, on all of the Companies’ right, title and interest in and to the land and improvements 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 Companies; and (c) the unlimited and unconditional guaranty and suretyship of Kimco Realty Corporation, the Companies’ majority shareholder. The proceeds of the Loan were used to complete construction of certain residential units and for other working capital purposes. The additional proceeds of the Amended and Restated Note are being used for working capital purposes. On December 15, 2011, the $4,600,000 balance on this note was paid utilizing a portion of the proceeds from the sale of the Jack Frost Mountain and Big Boulder ski areas.
On May 22, 2009, the Companies entered into a Deed of Trust and Security Agreement and Real Estate Lien Note with Barbers Hill Bank, a branch of Anahuac National Bank, in the amount of $1,050,000, which encumbered certain real property owned by Blue Ridge located in Chambers County, Texas. This property was leased to Jack in the Box Eastern Division, L.P. The loan had a term of five years and required monthly payments in the amount of $7,255 beginning June 22, 2009 and ending May 22, 2014, at which time the remaining principal balance and all interest accrued would become due and payable. The proceeds of the loan were used to fund the completion of Building J of the Boulder Lake Village condominium project and general operations. The interest rate was fixed at 6.75%. On November 30, 2011 the Jack in The Box was sold and a portion of the proceeds were used to pay the balance of $1,009,002 on this 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 interest rate on this line of credit was 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 October 31, 2012, the interest rate equaled 5.5% and the balance of the interest reserve escrow account was $107,761. The Companies utilized a portion of the proceeds from the sale of nine Boulder Lake Village condominium units, three Laurelwoods Longview Drive 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. 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.
19
The loan agreement requires, among other things, that the Companies comply 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, 2012 and 2011 and have obtained waivers from the Bank for this covenant.
The Companies also have a $3,100,000 line of credit with the Bank for general operations. During Fiscal 2012 and 2011, we borrowed against the $3,100,000 line of credit in varying amounts with maximum total outstanding amounts of $2,221,237 and $2,981,012, respectively. At October 31, 2012, $2,221,237 was outstanding on the $3,100,000 line at a 5.5% interest rate.
The following table sets forth certain of our contractual obligations or commitments as of October 31, 2012 and their expected year of payment or expiration.
| Contractual Obligations: | Total | Less than 1 year | 1-3 years | 4-5 years | More than 5 years |
| Lines of Credit | $2,221,237 | $2,221,237 | $0 | $0 | $0 |
| Long-Term Debt | 14,561,754 | 360,052 | 7,330,713 | 571,128 | 6,299,861 |
| Capital Leases | 97,425 | 47,442 | 49,983 | 0 | 0 |
| Debt Subtotal | $16,880,416 | $2,628,731 | $7,380,696 | $571,128 | $6,299,861 |
| Fixed Rate Interest | 7,049,015 | 916,129 | 1,873,791 | 911,333 | 3,347,762 |
| Variable Rate Interest (1) | 867,053 | 123,865 | 371,594 | 247,729 | 123,865 |
| Interest Subtotal | $7,916,068 | $1,039,994 | $2,245,385 | $1,159,062 | $3,471,627 |
| Pension Contribution Obligations (2) | 278,913 | 278,913 | 0 | 0 | 0 |
| Total Contractual Obligations | $25,075,397 | $3,947,638 | $9,626,081 | $1,730,190 | $9,771,488 |
(1)
The variable rate interest is calculated based on the outstanding balances and the interest rate in effect as of October 31, 2012.
(2)
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.
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. Future construction will be implemented in phases as to reduce market risk associated with changing economic conditions.
ITEM 7A. 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 October 31, 2012, our variable rate indebtedness represented 13% of our total debt outstanding. Our average interest rate is based on our various credit facilities and our market risk exposure fluctuates based on changes in underlying interest rates. We do not believe that the interest rate risk associated with our variable rate debt could have a material impact on the combined financial statements. Our fixed and variable debt as of October 31, 2012 is detailed as follows:
| Long-term debt: | Total | Less than 1 year | 1-3 years | 4-5 years | More than 5 years |
|
| | | | | |
| Fixed rate | $14,659,179 | $407,494 | $7,380,696 | $571,128 | $6,299,861 |
| Average interest rate | | 6.22% | 5.72% | 6.90% | 6.90% |
| | | | | | |
| Variable rate | 2,221,237 | 2,221,237 | 0 | 0 | 0 |
| Average interest rate | | 5.50% | | | |
| | $16,880,416 | $2,628,731 | $7,380,696 | $571,128 | $6,299,861 |
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.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
We have listed the combined financial statements required under this Item in Part IV, Item 15(a)(1) of this Annual Report on Form 10-K. We have listed the financial statement schedule required under Regulation S-X in Part IV, Item 15(a)(2) of this Annual Report on Form 10-K. The financial statements and schedule appear in this Annual Report on Form 10-K beginning on page F-3.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A. 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 are effective to provide reasonable assurance that information required to be disclosed in the reports we file under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
b)
Management’s Annual Report on Internal Control over Financial Reporting.
We are responsible for establishing and maintaining adequate internal control over financial reporting for the Companies. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
(i)
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
(ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii)
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
We assessed the effectiveness of our internal control over financial reporting as of October 31, 2012 using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on this assessment, we concluded that our internal control over financial reporting was effective as of October 31, 2012.
It should be noted that a control system, no matter how well designed and operated, can provide only reasonable, not 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.
The Companies’ independent auditors have not issued an attestation report on management’s assessment of the Companies’ internal control over financial reporting.
c) Change in Internal Control over Financial Reporting.
As previously reported in Item 9A of our Form 10-K/A (Amendment No. 3) for the fiscal year ended October 31, 2011, filed on December 18, 2012, or the Form 10-K/A, our management, including our Chief Executive Officer and Chief Financial Officer, re-evaluated the effectiveness of (i) the design and operation of our disclosure controls and
21
procedures that were in place as of October 31, 2011 and (ii) our internal control over financial reporting as of October 31, 2011. Based upon that re-evaluation, our Chief Executive Officer and Chief Financial Officer concluded that because of the material weaknesses in the internal control over financial reporting discussed below, (i) our disclosure controls and procedures and (ii) our internal control over financial reporting were not effective as of October 31, 2011. The control deficiency related to the financial results from certain properties, described in the Form 10-K/A, sold or held for sale by the Companies in 2011 which should have been, but had not been, reported in discontinued operations for periods prior to the respective dates of their disposition. Management had previously determined that treating the properties as discontinued operations would not have had a material effect on the Companies’ statement of operations for the fiscal year ended October 31, 2011, and further analysis led management to the same conclusion with respect to the fiscal year ended October 31, 2010. However, further analysis of some of the other periods covered by the statements of operations included in the periodic reports referenced in the Form 10-K/A, particularly the statement of operations for the fiscal year ended October 31, 2009, led management to conclude that restatement would be appropriate. Accordingly, the Companies restated the financial statements for all relevant periods in the periodic reports referenced in the Form 10-K/A to include the properties in discontinued operations. The restatement did not affect the Companies’ net income (loss) for the relevant periods.
To address the material weakness, we undertook the following remedial steps during the fiscal quarter ended October 31, 2012: Management revised the internal control procedure related to the Financial Reporting Cycle. The quarterly Disclosure Committee meeting will review the adequate criteria of classifying any long-lived asset to “Held for Sale”. Review will include materiality analysis for all periods presented in the financial report and a determination made as to whether or not separate presentation of discontinued operations is required.
We will continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weakness described above and employ any additional tools and resources as appropriate to provide reasonable assurance that our financial statements are fairly stated in all material respects.
Other than the remedial steps described above, there has not been any change in the Companies' internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) and 15d-15(e) of the Exchange Act that occurred during the fiscal quarter ended October 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 of Form 10-K with respect to executive officers is set forth in Part 1 Item 1 of Form 10-K. “Executive Officers of the Registrant”. Information required by this Item with respect to members of our Board of Directors and with respect to our audit committee will be contained in the Proxy Statement for the 2012 Annual Meeting of Shareholders (“2012 Proxy Statement”) under the captions “Proposal 1 - Election of Directors” and “The Boards of Directors and Committees of the Boards” to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K or an amendment to this Annual Report on Form 10-K/A, and is incorporated herein by reference.
Our Code of Ethics for our executive officers and senior financial officers and the charter of the Audit Committee of our Boards of Directors are posted on our website at http://www.bouldercreekresort.com/investor.asp and are available in print, free of charge, upon request,
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 of Form 10-K will be set forth under the caption “Executive Compensation” in our 2012 Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, or an amendment to this Annual Report on Form 10-K/A, and is incorporated herein by reference.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by Item 12 of Form 10-K will be set forth under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in our 2012 Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K or an amendment to this Annual Report on Form 10-K/A, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 of Form 10-K is set forth in the Notes to Combined Financial Statements, Note 17, under the caption “Related Party Transactions”, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by Item 14 of Form 10-K will be set forth under the caption “Independent Registered Public Accounting Firm - Principal Accounting Fees and Services” in our 2012 Proxy Statement, to be filed within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, or an amendment to this Annual Report on Form 10-K/A, and is incorporated herein by reference.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) As noted below, the following financial statements of ours, supplementary data and related documents are incorporated herein by reference to other portions of this Annual Report on Form 10-K:
·
Report of Independent Registered Public Accounting Firm on Combined Financial Statements, dated January 29, 2013 (appears in this Annual report on Form 10-K on page F-1).
·
Report of Independent Registered Public Accounting Firm, dated January 29, 2013 (appears in this Annual Report on Form 10-K on page F-2).
·
Combined Balance Sheets as of October 31, 2012 and 2011 (appears in this Annual Report on Form 10-K beginning on page F-3).
·
Combined Statements of Operations for each of the years ended October 31, 2012, 2011 and 2010 (appears in this Annual Report on Form 10-K beginning on page F-4).
·
Combined Statements of Changes in Shareholders’ Equity for each of the years ended October 31, 2012, 2011 and 2010 (appears in this Annual Report on Form 10-K beginning on page F-5).
·
Combined Statements of Cash Flows for each of the years ended October 31, 2012, 2011 and 2010 (appears in this Annual Report on Form 10-K beginning on page F-7).
·
Notes to Combined Financial Statements (appears in this Annual Report on Form 10-K beginning on page F8).
·
Quarterly Financial Information (unaudited) (appears in this Annual Report on Form 10-K beginning on page F-30).
(a)(2) Financial Statement Schedules
The following is a list of financial statement schedules filed as part of this Annual Report on Form 10-K. The report of Independent Registered Public Accounting Firm for the financial statement schedule appears on page F-1 of this Annual Report on Form 10-K. All other schedules omitted herein are so omitted because either (1) they are not applicable, (2) the required information is shown in the financial statements or (3) conditions are present which permit their omission, as set forth in the instructions pertaining to the content of financial statements:
·
Schedules: III. Real Estate and Accumulated Depreciation (appears in this Annual Report on Form 10-K beginning on page F-31)
(b) Exhibits, Including Those Incorporated by Reference
The information required by this Item is set forth in the Exhibit Index hereto which is incorporated herein by reference.
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Report of Independent Registered Public Accounting Firmon Financial Statement Schedules
To the Board of Directors and the Shareholders of
Blue Ridge Real Estate Company
and Big Boulder Corporation
We have audited the combined financial statements of Blue Ridge Real Estate Company and Subsidiaries and Big Boulder Corporation and Subsidiaries (the “Companies”) as of October 31, 2012 and 2011, and for each of the three years in the period ended October 31, 2012, and have issued our report thereon dated January 29, 2013; such financial statements and report are included in your October 31, 2012 Annual Report on Form 10-K and are incorporated herein by reference. Our audits also included the combined financial statement schedule of the Companies listed in Item 15. This financial statement schedule is the responsibility of the Companies’ management. Our responsibility is to express an opinion based on our audits. In our opinion, such combined financial statement schedule, when considered in relation to the basic combined financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
/s/Kronick Kalada Berdy & Co., P.C.
Kingston, Pennsylvania
January 29, 2013
F-1
Report of Independent Registered Public Accounting Firm
Boards of Directors and Shareholders
Blue Ridge Real Estate Company
and Big Boulder Corporation
We have audited the accompanying combined balance sheets of Blue Ridge Real Estate Company and Subsidiaries and Big Boulder Corporation and Subsidiaries as of October 31, 2012 and 2011, and the related combined statements of operations, changes in shareholders’ equity, and cash flows for each of the three years in the period ended October 31, 2012. These financial statements are the responsibility of the Companies’ management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Companies are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companies’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Blue Ridge Real Estate Company and Subsidiaries and Big Boulder Corporation and Subsidiaries at October 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
/s/ Kronick Kalada Berdy & Co., P.C.
Kingston, Pennsylvania
January 29, 2013
F-2
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED BALANCE SHEETS
October 31, 2012 and 2011
| ASSETS | 10/31/12 | 10/31/11 |
| | | |
| Land and land development costs (3,012 and 3,388 acres per land ledger, | $20,352,066 | $20,642,787 |
| Land improvements, buildings and equipment, net | 21,043,068 | 22,438,253 |
| Land held for investment, principally unimproved (10,404 and 10,407 acres per land ledger, respectively) | 6,848,390 | 6,848,488 |
| Long-lived assets held for sale (377 and 6 acres per land ledger, | 846,174 | 2,941,148 |
| Cash and cash equivalents | 497,409 | 377,158 |
| Cash held in escrow | 205,493 | 211,881 |
| Prepaid expenses and other assets | 468,828 | 483,434 |
| Accounts receivable and mortgages receivable | 143,382 | 160,290 |
| Assets of discontinued operations (1 and 312 acres per land ledger, | 166,682 | 11,002,270 |
| Total assets | $50,571,492 | $65,105,709 |
| | | |
| LIABILITIES AND SHAREHOLDERS' EQUITY |
|
|
| LIABILITIES: | | |
| Debt | $16,880,416 | $27,113,120 |
| Accounts payable | 140,956 | 437,783 |
| Accrued liabilities | 311,097 | 415,935 |
| Deferred income | 695,981 | 733,734 |
| Amounts due to related parties | 0 | 24,792 |
| Accumulated deferred income taxes | 481,633 | 2,303,708 |
| Accrued pension expense | 4,240,964 | 3,312,316 |
| Liabilities of discontinued operations | 0 | 1,010,384 |
| Total liabilities | 22,751,047 | 35,351,772 |
| | | |
| COMBINED SHAREHOLDERS' EQUITY: | | |
| Capital stock, without par value, stated value $.30 per | | |
| combined share, Blue Ridge and Big Boulder each | | |
| authorized 3,000,000 shares, each issued 2,732,442 | 819,731 | 819,731 |
| Capital in excess of stated value | 19,829,475 | 19,829,475 |
| Earnings retained in the business | 12,203,825 | 13,462,459 |
| Accumulated other comprehensive loss | (2,947,179) | (2,272,321) |
| Shareholders’ equity before capital stock in treasury | 29,905,852 | 31,839,344 |
| Less cost of 282,018 combined shares of capital stock in treasury | 2,085,407 | 2,085,407 |
| Total shareholders' equity | 27,820,445 | 29,753,937 |
| Total liabilities and shareholders’ equity | $50,571,492 | $65,105,709 |
The accompanying notes are an integral part of the combined financial statements.
F-3
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED STATEMENTS OF OPERATIONS
for the years ended October 31, 2012, 2011 and 2010
|
| 10/31/12 | 10/31/11 | 10/31/10 |
| Revenues: | | | |
| Real estate management revenue | $997,854 | $993,602 | $1,063,270 |
| Land resource management revenue | 4,341,767 | 2,872,670 | 2,557,013 |
| Rental income revenue | 1,790,087 | 1,812,874 | 1,793,996 |
| Total revenues | 7,129,708 | 5,679,146 | 5,414,279 |
| Costs and expenses: | | | |
| Real estate management costs | 1,010,413 | 1,016,444 | 1,127,137 |
| Land resource management costs | 4,670,340 | 4,436,374 | 5,612,485 |
| Rental income costs | 934,013 | 964,880 | 995,448 |
| General and administration expense | 1,881,691 | 1,791,381 | 2,438,220 |
| Gain on sale of assets | (4,609) | (19,165) | 0 |
| Total costs and expenses | 8,491,848 | 8,189,914 | 10,173,290 |
| Loss from continuing operations | (1,362,140) | (2,510,768) | (4,759,011) |
| | | | |
| Other income and (expense): | | | |
| Interest and other income | 3,315 | 11,259 | 21,591 |
| Interest expense (net of capitalized interest of $0 in 2012, $198,728 in 2011 and $312,944 in 2010) | (1,128,087) | (1,415,031) | (1,261,339) |
| Total other income and expense | (1,124,772) | (1,403,772) | (1,239,748) |
| | | | |
| Loss from continuing operations before income taxes | (2,486,912) | (3,914,540) | (5,998,759) |
| | | | |
| (Credit) provision for income taxes on continuing operations: | | | |
| Current income taxes on continuing operations | 67,000 | 2,000 | (3,000) |
| Deferred income taxes on continuing operations | (1,339,000) | (1,329,000) | (2,180,000) |
| Total (credit) provision for income taxes on continuing operations | (1,272,000) | (1,327,000) | (2,183,000) |
| | | | |
| Net loss before discontinued operations | (1,214,912) | (2,587,540) | (3,815,759) |
| | | | |
| Discontinued operations (including $82 gain and $476,279 loss on disposals in 2012 and 2011, respectively) | (66,722) | 169,775 | 616,679 |
| | | | |
| Provision (credit) for income taxes on discontinued operations: | | | |
| Current income taxes on discontinued operations | (1,000) | 0 | 0 |
| Deferred income taxes on discontinued operations | (22,000) | 57,000 | 210,000 |
| Total provision (credit) for income taxes on discontinued operations | (23,000) | 57,000 | 210,000 |
| Net (loss) income from discontinued operations | (43,722) | 112,775 | 406,679 |
| Net loss | ($1,258,634) | ($2,474,765) | ($3,409,080) |
| | | | |
| Basic (loss) earnings per weighted average combined share: | | | |
| Net loss before discontinued operations | ($0.49) | ($1.06) | ($1.56) |
| Income from discontinued operations, net of tax | ($0.02) | $0.05 | $0.17 |
| Total basic (loss) earnings per weighted average combined share | ($0.51) | ($1.01) | ($1.39) |
The accompanying notes are an integral part of the combined financial statements.
F-4
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYfor the years ended October 31, 2012, 2011 and 2010
| | | | | | Accumulated | | | |||||||
| |
| | Capital in | Earnings | Other | Capital | | |||||||
| | Capital Stock (a) | Excess of | Retained in | Comprehensive | Stock in | | ||||||||
| | Shares | Amount | Stated Value | the Business | Loss | Treasury (b) | Total | |||||||
| Balances, October 31, 2009 | 2,732,442 | $819,731 | $19,823,586 | $19,346,304 | ($2,072,884) | ($2,085,407) | $35,831,330 | |||||||
| | | | | | | | | |||||||
| Comprehensive loss: | | | | | | | | |||||||
| Net loss | | | | (3,409,080) | | | (3,409,080) | |||||||
| | | | | | | | | |||||||
| Other comprehensive (loss) income: | | | | | | | | |||||||
| Defined benefit pension | | | | | | | | |||||||
| Deferred actuarial gain, net | | | | | 362,652 | | 362,652 | |||||||
| Prior service costs, net | | | | | 688 | | 688 | |||||||
| Unrecognized transition cost, net | | | | | 6,104 | | 6,104 | |||||||
| Total defined benefit pension, net of deferred tax expense of $257,000 | | | | | | | 369,444 | |||||||
| Total comprehensive loss | | | | | | | (3,039,636) | |||||||
| | | | | | | | | |||||||
| Compensation recognized under employee stock plan | | | 5,889 | | | | 5,889 | |||||||
| | | | | | | | | |||||||
| Balances, 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 | | | | (2,474,765) | | | (2,474,765) |
| ||||||
| | | | | | | | |
| ||||||
| Other comprehensive loss: | | | | | | | |
| ||||||
| Defined benefit pension | | | | | | | |
| ||||||
| Deferred actuarial loss, net of deferred tax expense of $389,000 | | | | | (568,881) | | (568,881) |
| ||||||
| Total comprehensive loss | | | | | | | (3,043,646) |
| ||||||
| | | | | | | | |
| ||||||
| Balances, October 31, 2011 | 2,732,442 | $819,731 | $19,829,475 | $13,462,459 | ($2,272,321) | ($2,085,407) | $29,753,937 |
| ||||||
F-5
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITYfor the years ended October 31, 2012, 2011 and 2010
| | | | | | Accumulated | | |
| |
| | Capital in | Earnings | Other | Capital | |
| | Capital Stock (a) | Excess of | Retained in | Comprehensive | Stock in | | |
| | Shares | Amount | Stated Value | the Business | Loss | Treasury (b) | Total |
| Balances, October 31, 2011 | 2,732,442 | $819,731 | $19,829,475 | $13,462,459 | ($2,272,321) | ($2,085,407) | $29,753,937 |
| | | | | | | | |
| Comprehensive loss: | | | | | | | |
| Net loss | | | | ($1,258,634) | | | ($1,258,634) |
| | | | | | | | |
| Other comprehensive loss: | | | | | | | |
| Defined benefit pension | | | | | | | |
| Deferred actuarial loss, net of deferred tax expense of $461,000 | | | | | (674,858) | | (674,858) |
| Total comprehensive loss | | | | | | | (1,933,492) |
| | | | | | | | |
| Balances, October 31, 2012 | 2,732,442 | $819,731 | $19,829,475 | $12,203,825 | ($2,947,179) | ($2,085,407) | $27,820,445 |
(a) Capital stock, at stated value of $.30 per combined share
(b) 282,018 combined shares held in treasury, at cost at October 31, 2012, 2011, and 2010
The accompanying notes are an integral part of the combined financial statements.
F-6
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION and SUBSIDIARIES
COMBINED STATEMENTS OF CASH FLOWS
for the years ended October 31, 2012, 2011 and 2010
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Cash Flows Provided By (Used In) Operating Activities: | | | |
| Net loss | ($1,258,634) | ($2,474,765) | ($3,409,080) |
| Adjustments to reconcile net loss to net cash provided by | | | |
| Depreciation and amortization | 1,227,002 | 1,354,830 | 1,341,774 |
| Impairment | 70,700 | 1,178,651 | 2,376,000 |
| Deferred income taxes | (1,361,000) | (1,272,000) | (1,970,000) |
| Gain on sale of assets | (14,011) | (44,886) | 0 |
| Compensation recognized under employee stock plan | 0 | 0 | 5,889 |
| Changes in operating assets and liabilities: | | | |
| Cash held in escrow | 6,388 | 393,278 | 436,518 |
| Accounts receivable and mortgages receivable | 16,908 | 249,697 | (58,659) |
| Prepaid expenses and other assets | 910,484 | (105,470) | 7,933 |
| Land and land development costs | 20,003 | 92,460 | (570,414) |
| Long-lived assets held for sale | 2,621,531 | 1,001,171 | 973,748 |
| Accounts payable and accrued liabilities | (633,742) | (520,456) | (52,171) |
| Deferred income | (37,753) | (60,510) | 70,636 |
| Net cash provided by (used in) operating activities | 1,567,876 | (208,000) | (847,826) |
| | | | |
| Cash Flows Provided By (Used In) Investing Activities: | | | |
| Proceeds from disposition of assets | 2,100,749 | 1,440,106 | 0 |
| Additions to properties | (93,481) | (429,557) | (1,542,999) |
| Payments received under direct financing lease arrangements | 7,788,195 | 8,598 | 11,280 |
| Net cash provided by (used in) investing activities | 9,795,463 | 1,019,147 | (1,531,719) |
| | | | |
| Cash Flows (Used In) Provided By Financing Activities: | | | |
| Proceeds from debt | 4,269,457 | 6,474,530 | 7,928,262 |
| Payment of debt | (15,512,545) | (7,298,481) | (5,275,527) |
| Deferred financing costs | 0 | 0 | (45,000) |
| Net cash (used in) provided by financing activities | (11,243,088) | (823,951) | 2,607,735 |
| Net increase (decrease) in cash and cash equivalents | 120,251 | (12,804) | 228,190 |
| Cash and cash equivalents, beginning of period | 377,158 | 389,962 | 161,772 |
| Cash and cash equivalents, ending of period | $497,409 | $377,158 | $389,962 |
The accompanying notes are an integral part of the combined financial statements.
F-7
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Combination:
The accompanying combined financial statements include the accounts of Blue Ridge Real Estate Company (“Blue Ridge”) 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 WMN, LLC and Blue Ridge WNJ, LLC) and Big Boulder Corporation (“Big Boulder”) and its wholly-owned subsidiaries (Lake Mountain Company and BBC Holdings, Inc.) (collectively, the “Companies”). Under a Security Combination Agreement between Blue Ridge and Big Boulder and under the by-laws of both Companies, shares of the Companies are combined in unit certificates, each certificate representing concurrent ownership of the same number of shares of each company; shares of each company may be transferred only together with an equal number of shares of the other company. All significant intercompany accounts and transactions are eliminated.
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, golf activities, timbering and leasing activities. Generally, revenues are recognized as services are performed, except as noted below.
Land and Resort Homes:
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, more than 20% down payment is required. 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.
Custom Home Construction:
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 to the extent of being unable to require a refund except for non-delivery, the sales proceeds are collectible and 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 the effects of revisions are reflected in the combined financial statements in the period in which the revisions are determined.
Timbering Revenues:
Timbering revenues from stumpage contracts are recognized at the time a stumpage contract is signed, at which time the risk of ownership has been passed to the buyer at a fixed, determinable cost. Reasonable assurance of collectibility has been determined by the date of signing, and the few obligations of the Companies have already been met. Therefore, full accrual recognition at the time of contract execution is appropriate under SAB 104 guidance.
Land and Land Development Costs:
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 closing documents. At closing a binding contract is in effect, the buyer has arranged for
F-8
permanent financing and the Companies are assured of payment in full. Also at this time, the risks and rewards associated with ownership have been transferred to the buyer. Selling expenses are recorded when incurred.
Land Improvements, Buildings, Equipment and Depreciation:
Land improvements, buildings and equipment are stated at cost. Depreciation, including amortization of equipment under capital lease is provided principally using the straight-line method over the estimated useful lives as set forth below:
Land improvements
10-30 years
Buildings and improvements
3-40 years
Equipment and furnishings
3-20 years
Upon sale or retirement of depreciable property, 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 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.
Land Held for Investment:
Land held for investment is stated at cost and is principally unimproved. Portions of this land are leased on an annual basis primarily to hunting and sportsman clubs. Real estate taxes and insurance are expensed as incurred.
Long-Lived Assets Held for Sale:
Long-lived assets held for sale primarily relate to housing units constructed in real estate developments projects. The Companies classify assets as a long-lived asset held for sale upon the completion of construction. The carrying value of the assets held for sale are stated at the lower of carrying value or fair market value less costs to sell. The impairment loss for long-lived assets held for sale is the difference between their carrying value and their fair value less cost to sell. Real estate taxes, insurance, utilities and any related interest are expensed upon completion of construction. Also included in long-lived assets held for sale at October 31, 2012 is 376 acres of land under agreement of sale to the Conservation Fund. If the sale closes as expected, we anticipate closing will be held in July of 2013.
Investment in Direct Financing Leases:
The Companies’ have capitalized as the net investment in direct financing leases, the portion of the leased premises pertaining to Jack Frost Mountain and Big Boulder ski areas, which meets the criteria for accounting for these lease transactions as direct financing leases. The accounting was 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. Management had periodically reviewed the net investment in direct financing leases for events or changes in circumstances that could impact collectibility, and recoverability of the unguaranteed residual value of leased properties and on October 31, 2011 wrote down the net investment in direct financing lease to the amount expected to be recoverable. On December 15, 2011 the ski areas were sold.
Accounts and Mortgages Receivable:
Accounts receivable are reported at net realizable value. Accounts or a portion thereof are written off when they are determined to be uncollectible based upon management’s assessment of individual accounts. An allowance for doubtful accounts, if deemed necessary, is estimated based upon a review of individual accounts. The allowance amount was $40 at October 31, 2012 and $1,222 at October 31, 2011.
The Companies account for mortgages receivable on a cost basis. Interest income is recorded on a monthly basis. Late payment fees are charged on overdue payments. Mortgages receivable are evaluated at origination and monitored on an ongoing basis for credit worthiness. Mortgages receivable are considered fully collectible by management and accordingly no allowance for losses is considered necessary. Any mortgage 90 days past due is reviewed by management for collectibility. Mortgages receivable were $0 and $2,920 at October 31, 2012 and 2011, respectively.
F-9
Impairment:
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, which is primarily due to the state of the industry and the economy. 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 (loss) profit. The impairment loss is the difference between the carrying value and the fair value of the asset. The impairment loss is recognized in the period incurred.
Deferred Income:
Deferred income includes dues, rents and deposits on land or home sales. Rents that are not yet earned relate to the Companies’ commercial properties that have been paid in advance, and dues are related to memberships in the Companies’ hunting and fishing clubs and golf club memberships paid in advance. The Companies recognize revenue related to the hunting and fishing clubs and golf course memberships over the period that the dues cover. The Companies’ recognize revenue related to the fishing club over a five month period, May through September, and the golf course over a seven month period, April through October. Deposits are required on land and home sales.
Also included in deferred income is a reimbursement from the Pennsylvania Department of Transportation for the cost of a sewer line. Income will be recognized over the depreciation period. This sewer line has not yet been placed in service.
Comprehensive Income (Loss):
The Companies’ comprehensive income (loss) differs from net income (loss) due to changes in the funded status of the Companies’ defined benefit pension plan (see Note 8). The Companies have elected to disclose comprehensive income and loss in its Combined Statements of Changes in Shareholders’ Equity.
Income Taxes:
The Companies account for income taxes utilizing the asset and liability method of recognizing the tax consequence of transactions that have been recognized for financial reporting or income tax purposes. Among other things, this method requires current recognition of the effect of changes in statutory tax rates on previously provided deferred taxes. For federal income tax purposes, Blue Ridge and its subsidiaries and Big Boulder and its subsidiaries each file as consolidated entities. State income taxes are reported on a separate company basis. Valuation allowances are established, when necessary to reduce tax assets to the amount expected to be realized.
The Companies policies for Accounting for Uncertainty in Income Taxes in an enterprise’s financial statements, requires a review of all tax positions and applies a “more-likely-than-not” recognition threshold to determine whether any part of an individual tax position should be recognized in an enterprise’s financial statements. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50 percent likely of being realized upon the ultimate settlement with the taxing authority that has full knowledge of all relevant information.
Advertising Costs:
Advertising costs are primarily related to real estate development and golf course operation. Advertising costs are expensed when incurred and the advertising expense for Fiscal 2012, Fiscal 2011 and Fiscal 2010 was $22,821, $25,739, and $43,441, respectively.
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
F-10
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. 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 determined.
Statement of Cash Flows:
For purposes of reporting cash flows, the Companies consider cash equivalents to be all highly liquid investments with maturities of three months or less when acquired.
Concentration of Credit Risk:
Financial instruments which potentially subject the Companies to concentration of credit risk consist principally of temporary cash investments. The Companies’ temporary cash investments are held by financial institutions. The Companies have not experienced any losses related to these investments. At October 31, 2012, the Companies had no cash in excess of the FDIC limits.
Earnings Per Share:
Basic earnings per share is calculated based on the weighted-average number of shares outstanding. Diluted earnings per share includes the dilutive effect of stock options, if applicable.
Business Segments:
The Companies currently operate in two business segments, which consist of the Real Estate Management/Rental Operations and Land Resource Management segments. Financial information about our segments can be found in Note 15.
Stock Compensation:
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 is 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.
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 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 statements 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. This reporting presentation resulted in certain reclassifications of the 2011 and 2010 financial statement amounts.
Certain amounts in the Fiscal 2011 and Fiscal 2010 combined financial statements have been reclassified to conform to the Fiscal 2012 presentation.
F-11
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 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 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.
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. The adoption of this guidance, which relates to presentation only, is not expected to have a material impact on the Companies’ combined financial statements. ASU 2011-05 will be 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.
F-12
2. DISCONTINUED OPERATIONS:
On September 30, 2011, the Applebee’s located in Fort Collins, Colorado was sold and as a result the operating activity for the years ending October 31, 2011 and 2010 is being reported as a discontinued operation. The operating results of Applebee’s were previously reported in the Rental Operations of the combined statements of operations. At October 31, 2012 and 2011, there were no remaining assets or liabilities related to Applebee’s.
On November 30, 2011, the Jack in the Box located in Wallisville, Texas was sold and as a result the operating activity for the years ending October 31, 2012, 2011 and 2010 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. At October 31, 2011, there was $1,814,573 of assets related to Jack in the Box included in assets of discontinued operation and $1,010,384 of debt included in liabilities of discontinued operations on the Companies’ combined balance sheet.
On December 15, 2011, the Jack Frost Mountain and Big Boulder ski areas were sold and as a result the operating activity for the years ending October 31, 2012, 2011 and 2010 is being reported as a discontinued operation. The ski areas had been leased to an operator and a portion of the leased premises had been capitalized as net investment in direct financing leases. Therefore a portion of the operating results were previously reported in the Rental Operations and a portion of the operating results were previously reported in the Interest and Other Income line 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. At October 31, 2011, there was $8,955,649 of assets related to the two ski areas included in assets of discontinued operations on the Companies’ combined balance sheet and there were no liabilities.
On September 17, 2012, the Companies signed an agreement of sale on Lot 5 Maple Terrace located in Saylorsburg, PA. A deposit was received and the transaction is expected to close October 1, 2013. As a result operating activity for the property is being reported as discontinued operations for the years ending October 31, 2012, 2011 and 2010. At October 31, 2012 and 2011, there were assets related to the Maple Terrace property totaling $166,682 and $232,048 respectively, included in assets of discontinued operations and there were no liabilities.
The combined assets and liabilities as of October 31, 2012 and 2011, and the results of operations of the properties classified as discontinued operations for the years ended October 31, 2012, 2011 and 2010, are summarized as follows:
BALANCE SHEET | 10/31/12 | 10/31/11 |
| | | |
ASSETS | | |
| Land improvements, buildings & equipment, net | $124,790 | $443,156 |
Land held for investment, principally unimproved | 41,892 | 94,886 |
| Long-lived assets held for sale | 0 | 1,780,155 |
Net investment in direct financing leases | 0 | 7,788,195 |
| Prepaid expenses and other assets | 0 | 895,878 |
Total assets of discontinued operations | $166,682 | $11,002,270 |
| | | |
LIABILITIES | | |
| Debt | $0 | $1,010,384 |
Total liabilities of discontinued operations | $0 | $1,010,384 |
F-13
| | Years ended October 31, | ||
| STATEMENT OF OPERATIONS | 2012 | 2011 | 2010 |
| Revenues: | | | |
| Applebee’s | $0 | $106,011 | $78,714 |
| Jack in the Box | 10,971 | 133,335 | 132,984 |
| Jack Frost Mountain Ski Area | 5,097 | 163,143 | 158,639 |
| Big Boulder Ski Area | 5,097 | 89,119 | 84,614 |
| Maple Terrace | 5,750 | 18,000 | 18,000 |
| Total Revenue | 26,915 | 509,608 | 472,951 |
| | | | |
| Expenses (excluding interest): | | | |
| Applebee’s | 0 | 4,665 | 5,342 |
| Jack in the Box | 136 | 44,478 | 51,336 |
| Jack Frost Mountain Ski Area | 7,730 | 10,279 | 1,018 |
| Big Boulder Ski Area | 472 | 3,983 | 7,671 |
| Maple Terrace | 77,995 | 9,032 | 6,759 |
| Total Expenses | 86,333 | 72,437 | 72,126 |
| | | | |
| Interest and other income (interest income related to ski area net investment in direct financing lease): | | | |
| Applebee’s | 0 | 0 | 0 |
| Jack in the Box | 0 | 0 | 0 |
| Jack Frost Mountain Ski Area | 0 | 126,672 | 126,092 |
| Big Boulder Ski Area | 0 | 194,997 | 192,865 |
| Maple Terrace | 0 | 0 | 0 |
| Total Interest and Other Income | 0 | 321,669 | 318,957 |
| | | | |
| Interest expense(calculated on debt related to the property): | | | |
| Applebee’s | 0 | 42,992 | 31,781 |
| Jack in the Box | 7,386 | 69,794 | 71,322 |
| Jack Frost Mountain Ski Area | 0 | 0 | 0 |
| Big Boulder Ski Area | 0 | 0 | 0 |
| Maple Terrace | 0 | 0 | 0 |
| Total Interest | 7,386 | 112,786 | 103,103 |
| | | | |
| Gain (Loss) on Disposal: | | | |
| Applebee’s | 0 | 25,721 | 0 |
| Jack in the Box | 9,402 | 0 | 0 |
| Jack Frost Mountain Ski Area | (4,803) | (387,000) | 0 |
| Big Boulder Ski Area | (4,517) | (115,000) | 0 |
| Maple Terrace | 0 | 0 | 0 |
| Total Gain (loss) on Disposal | 82 | (476,279) | 0 |
| | | | |
| Income (loss) from discontinued operations before income taxes | ($66,722) | $169,775 | $616,679 |
F-14
3. CONDENSED FINANCIAL INFORMATION:
Condensed financial information of Blue Ridge and its subsidiaries and Big Boulder and its subsidiaries, at October 31, 2012, 2011 and 2010 and for each of the years then ended is as follows:
| | Blue Ridge and Subsidiaries | ||
| | 10/31/12 | 10/31/11 | 10/31/10 |
| FINANCIAL POSITION: | | | |
| Total assets | $40,725,247 | $51,526,111 | $54,244,597 |
| Total liabilities | 24,077,895 | 33,108,155 | 33,548,251 |
| Shareholders' equity | 16,647,352 | 18,417,956 | 20,696,346 |
| OPERATIONS: | | | |
| Revenues | 3,988,091 | 3,409,638 | 3,805,407 |
| Loss from continuing operations before taxes | (2,194,921) | (2,589,152) | (5,363,189) |
| Credit for income taxes from continuing operations | (1,143,000) | (876,000) | (1,982,000) |
| Net loss | ($1,095,751) | ($1,709,510) | ($3,156,971) |
| | Big Boulder and Subsidiaries | ||
| | 10/31/12 | 10/31/11 | 10/31/10 |
| FINANCIAL POSITION: | | | |
| Total assets | $9,846,245 | $13,579,598 | $16,012,793 |
| Total liabilities (includes deferred tax asset which on combined balance sheets nets to a liability) | (1,326,848) | 2,243,617 | 3,911,556 |
| Shareholders' equity | 11,173,093 | 11,335,981 | 12,101,237 |
| OPERATIONS: | | | |
| Revenues | 3,141,617 | 2,269,508 | 1,608,872 |
| Loss from continuing operations before taxes | (291,991) | (1,325,388) | (635,570) |
| Credit for income taxes from continuing operations | (129,000) | (451,000) | (201,000) |
| Net loss | ($162,883) | ($765,255) | ($252,109) |
4. LAND AND LAND DEVELOPMENT COSTS:
Land and land development costs as of October 31, 2012 and 2011 consist of the following:
| | 10/31/2012 | 10/31/2011 |
| Land unimproved designated for development | $10,593,519 | $10,901,859 |
| Residential development | 5,084,262 | 5,084,262 |
| Infrastructure development | 4,674,285 | 4,656,666 |
| Total land and land development costs | $20,352,066 | $20,642,787 |
The decrease in land improvements designated for development ($308,340) was due to a reclassification of $263,718 to assets held for sale and a land sale ($73,498). The carrying value of land improvements designated for development reflects an impairment expense of $7,000 in Fiscal 2012 and $0 in Fiscal 2011. The increase in infrastructure development cost of $17,619 was primarily related to the costs associated with the Big Boulder wastewater treatment plan upgrade.
5. LAND HELD FOR INVESTMENT:
| | 10/31/2012 | 10/31/2011 |
| Land held for investment | | |
| Land – Unimproved | $2,245,214 | $2,245,312 |
| Land – Commercial rental properties | 4,603,176 | 4,603,176 |
| Total land held for investment | $6,848,390 | $6,848,488 |
F-15
6. DEBT AND LETTER OF CREDIT:
Debt as of October 31, 2012 and 2011 consists of the following:
| | 10/31/12 | 10/31/11 | |
| Mortgage notes payable to bank, interest fixed at 6.90% payable in monthly installments of $61,769 including interest through Fiscal 2031.
| $7,802,416
| $7,997,897
| |
| Mortgage notes payable to bank, interest at the bank’s prime rate payable in monthly installments of $3,198 through January 2014. Paid in full in Fiscal 2012.
| 0
| 118,320
| |
| Mortgage note payable to bank, interest fixed at 5.59% payable in monthly installments of $44,156 including interest through October 2014.
| 6,759,338
| 6,900,665
| |
| Construction and site development line of credit mortgage note payable to bank, interest at the greater of LIBOR plus 3.5% or 5.5% payable in installments due at the closing of each unit within the development through September 2012 or on demand. Paid in full in Fiscal 2012.
| 0
| 6,156,652
| |
| Revolving line of credit payable to bank, interest at the greater of LIBOR plus 3.5% or 5.5% (5.5% at October 31, 2012) payable on demand.
| 2,221,237
| 1,197,131
| |
| Term note payable to bank, interest at one-month LIBOR plus 3.0%. Interest only payments due monthly through December 2011 at which time principal balance is due in full. Paid in full in Fiscal 2012.
| 0
| 4,600,000
| |
| Capital lease obligation payable to bank, interest fixed at 5.23%, payable in 24 installments of $8,682 due April 2011 through September 2014. | 97,425 | 142,455 | |
| | 16,880,416 | 27,113,120 | |
| Discontinued operations debt: | | | |
| Mortgage note payable to bank, interest fixed at 6.75% payable in monthly installments of $7,255 including interest through May 2014. (Included in liabilities of discontinued operations.) Paid in full in fiscal 2012. | 0 | 1,010,384 | |
| | $16,880,416 | $28,123,504 | |
The Companies have a revolving line of credit with Manufacturers and Traders Trust Company (the “Bank”) totaling $3,100,000 at October 31, 2012. The line is used for general operations.
At October 31, 2012, Blue Ridge had utilized $2,221,237 of its $3,100,000 general line of credit, which is an on demand, revolving line with no maturity date. The general line of credit bears interest at the greater of the overnight LIBOR plus 3.5% or the daily 30-day LIBOR plus 3.5%, with in all cases a minimum interest rate of 5.5% (such interest rate was 5.5% at October 31, 2012). The interest reserve account included in cash held in escrow, which was established in 2009 as security for the payment of interest, has a balance of $107,761 at October 31, 2012.
The Companies had a $9,000,000 line of credit mortgage with a site-development sublimit of $4,600,000 and a construction sublimit of $4,400,000. During Fiscal 2012, the Companies utilized proceeds from the sale of one unit to pay $36, 210 on the site development sublimit. On December 15, 2011, the Companies utilized proceeds from the sale of the ski areas to pay $2,881,311 – the balance outstanding on the $4,600,000 site-development sublimit and $181,500 on the construction sublimit. Throughout Fiscal 2012 proceeds from the sale of 11 units were utilized to pay $2,403,667 on the construction sublimit. The remaining balance outstanding of $653,964 was transferred to the general line of credit in an effort to consolidate the debt. At October 31, 2012, the Companies had $0 outstanding on the $9,000,000 line of credit and the facility has expired. During Fiscal 2012, the line bore interest at the greater of overnight LIBOR plus 3.5% or the daily 30-day LIBOR plus 3.5%, in all cases at a minimum interest rate of 5.5%.
The weighted average short term borrowings and interest rate for the year ended October 31, 2012 were $2,453,000 and 5.50%, respectively. The weighted average interest rate at fiscal year ended October 31, 2012 was 5.50%. The loan agreement requires, among other things, that the Companies comply 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, 2012 and 2011 and have obtained waivers from the Bank for this covenant.
F-16
The site development sublimit agreement had enabled the Companies to issue letters of credit in amounts up to $4,600,000. During the fiscal year ended October 31, 2005, or Fiscal 2005, the Bank agreed to issue, on the Companies’ behalf, an irrevocable standby Letter of Credit to Kidder Township for the purpose of guaranteeing, as required by Kidder Township, completion of the infrastructure improvements to the Boulder Lake Village premises. On September 12, 2005, the letter of credit was issued in the amount of $3,831,594. As of October 31, 2011, the Companies have utilized $2,628,657 of the site development sublimit and the net balance of the letter of credit was $1,202,937. On August 22, 2012, the original letter of credit was returned to the Bank and the final amount of $1,202,937 was released by Kidder Township.
On May 22, 2009, the Companies entered into a Deed of Trust and Security Agreement and Real Estate Lien Note with Barbers Hill Bank totaling $1,050,000. The agreement encumbered certain real property located in Chambers County, Texas. The property was leased to Jack in the Box Eastern Division, L.P. during Fiscal Year 2011 and was subsequently sold. The note, which had a maturity date of May 22, 2014 and bore interest at a fixed rate of 6.75%, had an outstanding balance of $1,010,384 as of October 31, 2011. On November 30, 2011, the Companies sold the property in Chambers County, Texas and subsequently repaid in full the outstanding balance under the note of $1,009,002 to Barbers Hill Bank.
On July 29, 2010 the Companies entered into a Loan Agreement and Term Note with the Bank in the amount of $2,600,000. The agreement encumbered, among other things, certain real property at Jack Frost Mountain Ski Area and Big Boulder Ski Area and all non-real estate assets of the Companies and was secured by the guaranty of Kimco Realty Corporation, the Companies’ majority shareholder. 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 into 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 note from July 29, 2011 to December 31, 2011. The note bore interest at a rate of one-month LIBOR plus 3.0%. On December 15, 2011, the note was paid in full with the proceeds from the sale of the ski areas.
The Companies have a capital lease agreement with the Bank for maintenance equipment at Jack Frost National Golf Course. The capital lease is payable in 24 installments of $8,682 and bears interest at a fixed rate of 5.23%. The capital lease is due in full in September 2014.
All properties have been pledged as collateral for debt.
The aggregate amount of long-term debt maturing in each of the next five years and thereafter ending subsequent to October 31, 2012, is as follows: 2013 - $2,628,731; 2014 - $6,882,990; 2015 - $240,295; 2016 - $257,410; 2017 - $275,744; thereafter $6,595,246.
7. INCOME TAXES:
The credit for income taxes from continuing operations is as follows:
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Currently payable: | | | |
| Federal | $65,000 | $0 | ($5,000) |
| State | 2,000 | 2,000 | 2,000 |
| | 67,000 | 2,000 | (3,000) |
| Deferred: | | | |
| Federal | (680,000) | (1,331,000) | (1,995,000) |
| State | (659,000) | 2,000 | (185,000) |
| | (1,339,000) | (1,329,000) | (2,180,000) |
| Total | ($1,272,000) | ($1,327,000) | ($2,183,000) |
F-17
A reconciliation between the amount computed using the statutory federal income tax rate of 34% and the actual credit for income taxes is as follows:
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Computed at statutory rate | ($845,000) | ($1,330,000) | ($2,039,000) |
| State income taxes, net of federal income tax | (433,000) | 2,000 | (121,000) |
| Nondeductible expenses | 1,000 | 1,000 | (24,000) |
| Other | 5,000 | 0 | 1,000 |
| (Credit) provision for income taxes from continuing operations | ($1,272,000) | ($1,327,000) | ($2,183,000) |
The components of the deferred tax assets and liabilities as of October 31, 2012 and 2011 are as follows:
| | 10/31/12 | 10/31/11 |
| Deferred tax assets: | | |
| Accrued expenses | 27,000 | $27,000 |
| Deferred income | 158,000 | 147,000 |
| Defined benefit pension | 2,014,000 | 1,553,000 |
| Asset impairment | 1,408,000 | 2,132,000 |
| AMT credit carryforward | 424,000 | 364,000 |
| Net operating losses | 4,662,000 | 6,287,000 |
| Valuation allowance | (2,528,000) | (2,778,000) |
| Contribution carryforward | 32,000 | 32,000 |
| Stock options | 164,000 | 164,000 |
| Deferred tax asset | 6,361,000 | 7,928,000 |
| | 10/31/12 | 10/31/11 |
| Deferred tax liability: | | |
| Depreciation | 6,777,000 | 9,398,000 |
| Land basis | 66,000 | 834,000 |
| | 6,843,000 | 10,232,000 |
| | | |
| Deferred income tax liability, net | $482,000 | $2,304,000 |
At October 31, 2012, the Companies have approximately $424,000 of Alternative Minimum Tax (AMT) credit carryforward available to reduce future income taxes. The AMT credit has no expiration date.
At October 31, 2012, the Companies had available approximately $6,276,000 of federal net operating loss carryforwards which will expire from 2025 to 2032. The Companies also have state net operating loss carryforwards of approximately $25,305,000 that will expire from 2020 to 2032. The Companies have recorded a valuation allowance against state net operating losses, which are not expected to be utilized.
The Companies recognize interest and/or penalties related to income tax matters in income tax expense.
At October 31, 2012, the Companies had unsettled federal tax returns for Fiscal 2009, 2010 and 2011 and unsettled state tax returns for Fiscal 2009, 2010 and 2011 for the states of Louisiana, Minnesota, New Jersey, Pennsylvania, South Carolina, Texas and Colorado.
F-18
8. PENSION BENEFITS:
Effective July 15, 2010 the Companies’ sponsored defined benefit pension plan was amended such that future benefit accruals ceased effective as of August 31, 2010. Benefits under the plan were based on average compensation and years of service. The Companies’ funding policy is to contribute annually at least the minimum amounts required under the Employee Retirement Income Security Act of 1974.
| Weighted Average Assumptions | 10/31/12 | 10/31/11 | 10/31/10 |
| Discount Rates used to determine net periodic pension cost | 4.48% | 5.26% | 5.67% |
| Expected long-term rates of return on assets | 7.50% | 7.50% | 7.50% |
| Rates of increase in compensation levels | N/A | N/A | N/A |
| Change in Benefit Obligation | 10/31/12 | 10/31/11 |
| Benefit obligation at beginning of year | $8,765,206 | $7,583,064 |
| Service cost (net of expenses) | 49,106 | 55,788 |
| Interest cost | 384,941 | 391,258 |
| Curtailment | 0 | 0 |
| Actuarial loss | 1,347,138 | 1,010,136 |
| Benefits paid | (344,797) | (275,040) |
| Benefit obligation at end of year | $10,201,594 | $8,765,206 |
| Change in Plan Assets | 10/31/12 | 10/31/11 |
| Fair value of plan assets at beginning of year | $5,452,890 | $4,869,192 |
| Actual return on plan assets | 359,371 | 267,951 |
| Employer contributions | 564,358 | 637,600 |
| Benefits paid | (344,797) | (275,040) |
| Administrative expenses | (71,192) | (46,813) |
| Fair value of plan assets at end of year | $5,960,630 | $5,452,890 |
| Reconciliation of Funded Status of the Plan | 10/31/12 | 10/31/11 |
| Funded status at end of year | ($4,240,964) | ($3,312,316) |
| Unrecognized transition obligation | 0 | 0 |
| Unrecognized net prior service cost | 0 | 0 |
| Unrecognized net actuarial loss | 4,960,745 | 3,824,812 |
| Net amount recognized at end of year | $719,781 | $512,496 |
| Amounts Recognized in the Combined Balance Sheet | 10/31/12 | 10/31/11 |
| Accrued pension expense | ($4,240,964) | ($3,312,316) |
| Accumulated other comprehensive loss (pre-tax) | 4,960,745 | 3,824,812 |
| Net amount recognized | $719,781 | $512,496 |
| Additional Year-End Information for Pension Plan with Accumulated Benefit Obligation in Excess of Plan Assets | 10/31/12 | 10/31/11 |
| Projected benefit obligation | $10,201,594 | $8,765,206 |
| Accumulated benefit obligation | $10,201,594 | $8,765,206 |
| Fair value of plan assets | $5,960,630 | $5,452,890 |
| Amounts Recognized in Accumulated Other Comprehensive Loss | 10/31/12 | 10/31/11 |
| Net actuarial loss | $4,960,745 | $3,824,812 |
| Prior service cost | 0 | 0 |
| Unrecognized net initial obligation | 0 | 0 |
| Total (before tax effects) | $4,960,745 | $3,824,812 |
F-19
| Components of Net Periodic Benefit Cost | 10/31/12 | 10/31/11 | 10/31/10 |
| Service cost | $49,106 | $55,788 | $186,427 |
| Interest cost | 384,941 | 391,258 | 415,441 |
| Expected return on plan assets | (411,247) | (369,382) | (316,795) |
| Amortization of transition obligation | 0 | 0 | 2,868 |
| Amortization of prior service cost | 0 | 0 | 274 |
| Amortization of accumulated loss | 334,273 | 200,829 | 268,919 |
| Total net periodic benefit expense | $357,073 | $278,493 | $557,134 |
Other changes in plan assets and benefit obligationsrecognized in other comprehensive loss | 10/31/12 | 10/31/11 |
| Net loss | $1,470,206 | $1,111,567 |
Recognized net actuarial loss | (334,273) | (200,829) |
| Prior service cost (credit) | 0 | 0 |
Recognized prior service (cost) credit | 0 | 0 |
| Recognized net transition (obligation) asset | 0 | 0 |
Total recognized in other comprehensive loss (before | $1,135,933 | $910,738 |
| | | |
Total recognized in net periodic benefit cost and other | $1,493,006 | $1,189,231 |
Amounts expected to be recognized into net periodic cost in the coming year | 10/31/12 | 10/31/11 |
| Loss recognition | $511,101 | $334,273 |
Prior service cost recognition | $0 | $0 |
| Net initial obligation/(asset) recognition | $0 | $0 |
| Estimated Future Benefits Payments | Fiscal Year | Benefits |
| | 2013 | $366,113 |
| | 2014 | $376,461 |
| | 2015 | $396,040 |
| | 2016 | $479,580 |
| | 2017 | $530,877 |
| | 2018-2022 | $2,772,082 |
The Companies expect to contribute $278,913 to the pension plan in fiscal 2013.
Measurement Date October 31
| Weighted Average Assumptions | For Determination of: | |
| | Benefit Obligations as of October 31, 2012 | Benefit Obligations as of October 31, 2011 |
| Discount rate | 3.50% | 4.48% |
| Rate of compensation increase | N/A | N/A |
| Weighted-Average Asset Allocations | 10/31/12 | 10/31/11 |
| Asset Category | | |
| Equity | 49.77% | 62.86% |
| Fixed Income | 46.93% | 35.92% |
| Cash Equivalents | 3.30% | 1.22% |
| Total | 100.00% | 100.00% |
F-20
The Companies’ goal is to conservatively invest the plan assets in high-grade securities with a minimum risk of market fluctuation. Based on the allocation of our assets between equity, fixed income and money market funds, we estimate our long term rate of return to be approximately 7.5%.
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction value hierarchy which requires an entity to maximize the use of observable inputs when measuring fair value.
The standard describes three levels of inputs that may be used to measure fair value:
Level 1 – Fair value is based on unadjusted quoted prices in active markets that are accessible to the Plan for identical assets. These generally provide the most reliable evidence and are used to measure fair value whenever available.
Level 2 – Fair value is based on significant inputs, other than level 1 inputs, that are observable either directly or indirectly for substantially the full term of the asset through corroboration with observable market data. Level 2 inputs include quoted market prices in active markets for similar assets, quoted market prices in markets that are not active for identical or similar assets, and other observable inputs.
Level 3 – Fair value would be based on significant unobservable inputs. Examples of valuation methodologies that would result in level 3 classification include option pricing models, discounted cash flows, and other similar techniques.
Information about the Plan’s fair value levels follows as at October 31, 2012:
| | Level 1 | Level 2 | Level 3 | Total |
| Money Market Fund | $196,903 | | | $196,903 |
| Common Collective Trust Funds: | | | | |
| Aggressive Growth Portfolio | | $871,332 | | $871,332 |
| Long Duration Portfolio | | 748,353 | | 748,353 |
| Strategic Bond Portfolio | | 702,525 | | 702,525 |
| Intermediate Fixed Income Portfolio | | 677,165 | | 677,165 |
| Short Duration Portfolio | | 669,261 | | 669,261 |
| Large Company Value Portfolio | | 499,757 | | 499,757 |
| Fundamental Value Portfolio | | 481,368 | | 481,368 |
| International Core Portfolio | | 266,037 | | 266,037 |
| International Value Portfolio | | 257,014 | | 257,014 |
| Small Company Growth Portfolio | | 153,363 | | 153,363 |
| Small Company Value Portfolio | | 147,235 | | 147,235 |
| Mid-Cap Growth Portfolio | | 146,285 | | 146,285 |
| Mid-Cap Fundamental Value Portfolio | | 144,032 | | 144,032 |
| Guaranteed Investment Contract | | | $0 | 0 |
| Total | $196,903 | $5,763,727 | $0 | $5,960,630 |
| | GIC Portfolio | | Assets at Fair Value |
| Balance, beginning of year | $172,894 | | $172,894 |
| Purchases, sales, issuances and settlements, net | (172,894) | | (172,894) |
| Balance, end of year | $0 | | $0 |
F-21
Information about the Plan’s fair value levels follows as at October 31, 2011:
| | Level 1 | Level 2 | Level 3 | Total |
| Money Market Fund | $66,594 | | | $66,594 |
| Common Collective Trust Funds: | | | | |
| Strategic Bond Portfolio | | $614,794 | | 614,794 |
| Long Duration Portfolio | | 610,900 | | 610,900 |
| Intermediate Fixed Income Portfolio | | 559,924 | | 559,924 |
| Strategic Growth Portfolio | | 429,711 | | 429,711 |
| Large Company Domestic Growth Portfolio | | 428,527 | | 428,527 |
| Fundamental Value Portfolio | | 426,977 | | 426,977 |
| Large Company Value Portfolio | | 431,316 | | 431,316 |
| International Core Portfolio | | 344,025 | | 344,025 |
| International Value Portfolio | | 335,582 | | 335,582 |
| Small Company Growth Portfolio | | 259,632 | | 259,632 |
| Mid-Cap Growth Portfolio | | 252,851 | | 252,851 |
| Mid-Cap Fundamental Value Portfolio | | 260,101 | | 260,101 |
| Small Company Value Portfolio | | 259,062 | | 259,062 |
| Guaranteed Investment Contract | | | $172,894 | 172,894 |
| Total | $66,594 | $5,213,402 | $172,894 | $5,452,890 |
| | GIC Portfolio | | Fair Value |
| Balance, beginning of year | $173,652 | | $173,652 |
| Purchases, sales, issuances and settlements, net | (758) | | (758) |
| Balance, end of year | $172,894 | | $172,894 |
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at October 31, 2012 and 2011.
Money market fund is valued at cost, which approximates fair value.
Common collective trust funds are valued based upon the unit values of such collective trust funds held by the Plan at year end. Unit values are based on the fair value of the underlying assets of the fund. The fair value of the level 2 funds are derived from inputs principally from or corroborated by observable market data by correlation or other means. Included in the common collective trust funds is a level 3 GIC Portfolio which includes both traditional and separate account guaranteed investment contracts (GICs) as well as synthetic GICs. The traditional and separate account GICs are valued by calculating the sum of the present values of all projected future cash flows of each investment. The synthetic GIC wrapper contracts are valued by determining the replacement cost of the wrapper contract and the present value of the contractually obligated payments in the original wrapper contract. Debt securities underlying synthetic GICs are traded primarily in the over-the-counter (“OTC”) markets and are valued at the latest available price in the OTC market or on the basis of values obtained by an independent pricing service.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
F-22
9. LAND IMPROVEMENTS, BUILDING AND EQUIPMENT, NET:
These assets consist of the following at October 31, 2012 and 2011.
| | 10/31/2012 | 10/31/2011 |
| Land improvements | $11,210,436 | $10,198,986 |
| Corporate buildings | 554,873 | 579,175 |
| Buildings leased to others | 22,298,025 | 23,089,886 |
| Equipment and furnishings | 1,494,081 | 2,452,412 |
| | 35,557,415 | 36,320,459 |
| Less accumulated depreciation and amortization | 14,514,347 | 13,882,206 |
| | $21,043,068 | $22,438,253 |
10. ACCRUED LIABILITIES:
Accrued liabilities consist of the following at October 31, 2012 and 2011.
| | 10/31/12 | 10/31/11 |
| Payroll | $58,431 | $62,555 |
| Security and Other Deposits | 42,322 | 39,267 |
| Professional Fees | 58,891 | 45,682 |
| Real Estate Taxes | 79,020 | 78,124 |
| Other | 72,433 | 190,307 |
| Total | $311,097 | $415,935 |
11. OPERATING LEASES:
The Companies lease land, land improvements and investment properties each of which are accounted for as operating leases. Rents are reported as income over the terms of the leases as they are earned. Our shopping center is leased to various tenants for renewable terms averaging 2.96 years with options for renewal. Information concerning rental properties and minimum future rentals under current leases as of October 31, 2012 is as follows:
| | | Properties Subject to Lease | ||
| | | Cost | | Accumulated Depreciation |
| Investment properties leased to others | $22,298,022 | | $6,202,712 | |
| Land and land improvements | $16,522,618 | | $5,702,624 | |
| Minimum future rentals: | | | | |
| Fiscal years ending October 31: | 2013 | $1,590,711 | | |
| | 2014 | 1,402,759 | | |
| | 2015 | 1,338,250 | | |
| | 2016 | 1,331,583 | | |
| | 2017 | 1,312,431 | | |
| | Thereafter | 18,171,003 | | |
| | | $25,146,737 | | |
Minimum future rentals subsequent to 2017 include $1,158,500 under a land lease expiring in 2072; $2,654,025 under a net lease for a store expiring in 2024; $6,594,500 and $7,345,000 under net leases for two stores expiring in December 2035 and August 2036. There were no contingent rentals included in income for Fiscal 2012, 2011 and 2010. The above information includes rental escalations recognized using straight-line basis.
F-23
12. INVESTMENT IN DIRECT FINANCING LEASES (Included in assets of discontinued operations at October 31, 2011):
During Fiscal Year 2011, the Companies leased the Jack Frost and Big Boulder ski areas to a third party under direct financing leases that extended through 2034.
The Companies net investment in direct financing leases consisted of the following as of October 31, 2011:
| 10/31/11 | |
| Minimum future lease payments | $7,426,946 |
Unguaranteed residual value of lease properties | 8,430,879 |
| Gross investment in lease | 15,857,825 |
Unearned income | (7,567,630) |
| Valuation allowance | (502,000) |
Net investment in direct financing leases | $7,788,195 |
On December 15, 2011, the Jack Frost and Big Boulder ski areas were sold to the previous third party lessee, therefore the operating activity for the Fiscal years ending October 31, 2012, 2011 and 2010 is being reported as discontinued operations. The sale transaction resulted in a loss of approximately ($502,000) primarily related to the reversal of the accrued rent receivable based on the straight line amortization of the lease. The impairment was recorded as a portion of the loss on disposal in discontinued operations at October 31, 2011. The interest income which resulted from the direct financing lease is reported as a portion of the discontinued operations.
13. FAIR VALUE OF FINANCIAL INSTRUMENTS AND IMPAIRMENT:
The estimated fair values of the Companies' financial instruments at October 31, 2012 and 2011 are as follows:
| | 10/31/12 | 10/31/11 | |||
| | Carrying Amount | Fair Value | Carrying Amount | Fair Value | |
| ASSETS: | | | | | |
| Cash and cash equivalents | $702,902 | $702,902 | $589,039 | $589,039 | |
| Accounts and mortgages receivable | 143,382 | 143,382 | 160,290 | 160,290 | |
| | | | | | |
| LIABILITIES: | | | | | |
| Accounts payable | 140,956 | 140,956 | 437,783 | 437,783 | |
| Accrued liabilities | 311,097 | 311,097 | 415,935 | 415,935 | |
| Amounts due to related parties | 0 | 0 | 24,792 | 0 | |
| Debt (Discontinued operations and other) | $16,880,416 | $16,988,594 | $28,123,504 | $27,794,385 | |
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.
Amounts due to related parties: Estimating the fair value of these instruments is not practicable because the terms of these transactions could not be duplicated in the market.
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.
As of October 31, 2012, the carrying amount net of prior period impairments for land and land development costs are $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 by an impairment charge of $7,000 in Fiscal 2012 to its fair value of $30,394. Prior period impairments on land and land development costs were $1,973,000 in Fiscal 2010. The carrying amount net of prior period impairments for land improvements, buildings and equipment, net are $21,043,068. There was no impairment expense for land improvements, buildings and equipment, net 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, and prior period impairments were $403,000 in Fiscal 2010. 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
F-24
Fiscal 2012. The prior period impairments on long-lived assets held for sale were $676,652 in Fiscal 2011. The assets of discontinued operations as of October 31, 2012 have a carrying value net of prior period adjustments for impairment of $230,382 less $63,700 impairment expense in Fiscal 2012 for a fair value of $166,682. There were $502,000 of prior period impairments on assets of discontinued operations in Fiscal 2011. 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.
As of October 31, 2011, the carrying amount net of prior period impairments for land and land development costs are $20,642,787. There was no impairment expense on land and land development costs in Fiscal 2011. Prior period impairments on land and land development costs were $1,973,000 in Fiscal 2010. The carrying amount net of prior period impairments for land improvements, buildings and equipment, net are $22,438,253. There was no impairment expense on land improvements, buildings and equipment, net in Fiscal 2011. The carrying amount net of prior period impairments for land held for investment is $6,848,488 as of October 31, 2011. There was no impairment on land held for investment in Fiscal 2011, and prior period impairments were $403,000 in Fiscal 2010. The carrying amount net of prior period impairments for long-lived assets held for sale as of October 31, 2011 was $3,617,799 less impairment expense of $676,651 in Fiscal 2011 for a revised carrying value of $2,941,148. Certain condominium and duplex units included in the long-lived assets held for sale had a carrying value of $3,678,164 which was written down by an impairment charge of $676,651 in Fiscal 2011 to their fair value of $3,001,513. The assets of discontinued operations as of October 31, 2011 have a carrying value net of prior period adjustments for impairment of $11,504,270 less $502,000 impairment expense in Fiscal 2011 for a revised carrying value of $11,002,270. The two ski areas included in the assets of discontinued operations had a carrying value of $9,457,650 which was written down by an impairment charge of $502,000 in Fiscal 2011 to their fair value of $8,955,650. The overall total impairment in Fiscal 2011 was $1,178,651. 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 impairment in the net investment in direct financing leases was determined with the calculation of the loss generated on the sale of the ski areas on December 15, 2011.
14. QUARTERLY FINANCIAL INFORMATION (Unaudited):
The results of operations for each of the quarters in Fiscal 2012 and Fiscal 2011 years are presented below.
| | 1st | 2nd | 3rd | 4th | Total |
| Year ended 10/31/12 | | | | | |
| Operating revenues | $1,613,600 | $1,735,118 | $1,933,407 | $1,847,583 | $7,129,708 |
| Operating loss | (455,298) | (478,787) | (301,754) | (126,301) | (1,362,140) |
| Net income (loss) from discontinued operations | 8,422 | (4,916) | (173) | (47,055) | (43,722) |
| Net income (loss) | (503,429) | (503,419) | (372,362) | 120,576 | (1,258,634) |
| Net income (loss) before discontinued operations per weighted average combined share | ($0.21) | ($0.20) | ($0.15) | $0.07 | ($0.49) |
| Net income (loss) per weighted average combined share | ($0.21) | ($0.20) | ($0.15) | $0.05 | ($0.51) |
| | 1st | 2nd | 3rd | 4th | Total |
| Year ended 10/31/11 | | | | | |
| Operating revenues | $1,339,411 | $880,262 | $2,400,125 | $1,059,348 | $5,679,146 |
| Operating loss | (507,014) | (552,632) | (375,108) | (1,076,014) | (2,510,768) |
| Net income (loss) from discontinued operations | 104,018 | 106,564 | 107,884 | (205,691) | 112,775 |
| Net loss | (460,652) | (488,563) | (377,474) | (1,148,076) | (2,474,765) |
| Net loss before discontinued operations per weighted average combined share | ($0.23) | ($0.24) | ($0.21) | ($0.38) | ($1.06) |
| Net loss per weighted average combined share | ($.19) | ($.20) | ($.15) | ($0.47) | ($1.01) |
F-25
The quarterly results of operations for Fiscal 2012 and 2011 reflect the impact of land dispositions and other assets that occur from time to time during the period and do not follow any pattern during the fiscal year.
15. 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.
Real Estate Management/Rental Operations
Real Estate Management/Rental Operations consists of: investment properties leased to others located in Eastern Pennsylvania, New Jersey, Minnesota, Louisiana and Colorado; 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 and four duplex homes in Laurelwoods II has been completed at October 31, 2012. The construction of 18 condominium units within Building J at Boulder Lake Village on Big Boulder Lake has been completed as well at October 31, 2012. Other expenditures for our development projects in the planning phases include fees for architects, engineers, consultants, studies and permits.
Information by business segment is as follows:
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Revenues from continuing operations: | | | |
| Real estate management/rental operations | $2,787,941 | $2,806,476 | $2,857,266 |
| Land resource management | 4,341,767 | 2,872,670 | 2,557,013 |
| Total revenues from operations | $7,129,708 | $5,679,146 | $5,414,279 |
| | | | |
| Operating profit (loss) from continuing operations, excluding general and administrative expenses: | | | |
| Real estate management/rental operations | $843,515 | $825,152 | $734,681 |
| Land resource management | (323,964) | (1,544,539) | (3,055,472) |
| Total operating profit, excluding general and administrative expenses | $519,551 | ($719,387) | ($2,320,791) |
| | | | |
| General and administrative expenses: | | | |
| Real estate management/rental operations | $735,801 | $885,251 | $1,286,717 |
| Land resource management | 1,145,890 | 906,130 | 1,151,503 |
| Total general and administrative expenses | 1,881,691 | $1,791,381 | $2,438,220 |
| | | | |
| Interest and other income, net: | | | |
| Real estate management/rental operations | $2,099 | $9,277 | $9,739 |
| Land resource management | 1,216 | 1,982 | 11,852 |
| Total interest and other income, net | $3,315 | $11,259 | $21,591 |
F-26
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Interest expense: | | | |
| Real estate management/rental operations | $955,531 | $1,085,769 | $1,042,795 |
| Land resource management | 172,556 | 329,262 | 218,544 |
| Total Interest expense | $1,128,087 | $1,415,031 | $1,261,339 |
| | | | |
| Income (loss) from continuing operations before income taxes | ($2,486,912) | ($3,914,540) | ($5,998,759) |
For the fiscal year ended October 31, 2012, we sold the Jack Frost Mountain and Big Boulder ski areas for a total of $9,000,000 and the Jack in the Box property for $1,911,419. For fiscal year ended October 31, 2011, we sold the Applebee’s property for $1,450,000. For the fiscal year ended October 31, 2010, there were no concentration of sales.
Identifiable assets, net of accumulated depreciation at October 31, 2012, 2011, and 2010 and depreciation expense and capital expenditures for the years then ended by business segment are as follows:
| | | Identifiable Assets | Depreciation and Amortization Expense | Capital Expenditures |
| October 31, 2012 | | | | |
| Real estate management/rental operations | | $26,125,839 | $804,900 | $24,579 |
| Land resource management | | 23,990,608 | 342,580 | 9,617 |
| Other corporate | | 288,363 | 77,856 | 59,285 |
| Discontinued operations | | 166,682 | 1,666 | 0 |
| Total Assets | | $50,571,492 | $1,227,002 | $93,481 |
| | | | | |
| October 31, 2011 | | | | |
| Real estate management/rental operations | | $20,629,423 | $623,470 | $761 |
| Land resource management | | 33,251,319 | 382,559 | 225,105 |
| Other corporate | | 222,697 | 109,991 | 203,691 |
| Discontinued operations | | 11,002,270 | 238,810 | 0 |
| Total Assets | | $65,105,709 | $1,354,830 | $429,557 |
| | | | | |
| October 31, 2010 | | | | |
| Real estate management/rental operations | | $24,216,702 | $676,042 | $1,462,552 |
| Land resource management | | 33,186,415 | 381,607 | 73,084 |
| Other corporate | | 322,144 | 89,714 | 7,363 |
| Discontinued operations | | 12,532,129 | 194,411 | 0 |
| Total Assets | | $70,257,390 | $1,341,774 | $1,542,999 |
All asset impairments in Fiscal 2012, 2011 and 2010 relate to the Land Resource Management segment.
16. CONTINGENT LIABILITIES:
The Companies are party to various legal proceedings incidental to their business. Certain claims, suits, and complaints arising in the ordinary course of business have been filed or are possible of assertion against the Companies. In the opinion of management, all such matters are without merit or are of such kind, or involve such amounts, which are not expected to have a material effect on the combined financial position or results of operations of the Companies.
17. RELATED PARTY TRANSACTIONS:
Kimco Realty Services, Inc., or Kimco, is our controlling shareholder and Kimco Realty Corporation, the parent company of Kimco, is presently providing consulting services to us. The services are focused on land development, acquisitions and disposals. Kimco was paid $0 in consulting fees in Fiscal 2012, $75,000 in consulting fees in Fiscal 2011, and $100,000 in consulting fees in Fiscal 2010.
F-27
Kimco Realty Corporation has served as the management company for the Coursey Commons Shopping Center in Baton Rouge, Louisiana since June 2004. A wholly owned subsidiary of Kimco Realty Corporation, KRC Property Management I, Inc., receives a fixed monthly fee of 4.5% of rental income on store leases in this shopping center. During Fiscal 2012, 2011 and 2010, that subsidiary received $39,812, $41,272, and $40,465, respectively for management fees earned on the shopping center.
Mr. Frederick N. Kurz, Jr., the Chairman of our Board of Directors, is also Vice President and General Manager of Kimco Realty Corporation. Mr. Michael J. Flynn, who served as Chairman of our board of directors until April 2012, was also President, Chief Operating Officer and Vice Chairman of the board of directors of Kimco Realty Corporation until his retirement on December 31, 2008. In addition, Mr. Patrick M. Flynn, who served as one of our directors and was our President and Chief Executive Officer until his resignation on August 12, 2011, was also a Managing Director of Real Estate at Kimco Realty Corporation. Finally, Mr. Milton Cooper, who served as one of our directors until April 2012, also serves as Executive Chairman of the board of directors of Kimco Realty Corporation.
Amounts due to the above related parties total $0 at October 31, 2012, $24,792 at October 31, 2011 and $7,292 at October 31, 2010.
18. STOCK OPTIONS and CAPITAL STOCK:
During Fiscal 2012, Fiscal 2011 and Fiscal 2010, no stock options were issued or exercised.
Option activity during Fiscal 2012, 2011 and 2010 is as follows:
| | 10/31/12 | | 10/31/11 | | 10/31/10 | |
| | Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price | Shares | Weighted Average Exercise Price |
| Outstanding at beginning of year: | 14,000 | $39.00 | 43,000 | $38.40 | 64,600 | $36.93 |
| Granted | | | 0 | | 0 | |
| Exercised | | | 0 | | 0 | |
| Expired | 14,000 | $39.00 | 29,000 | $38.11 | 21,600 | $34.00 |
| Outstanding at year-end | 0 | | 14,000 | $39.00 | 43,000 | $38.40 |
| | | | | | | |
| Options exercisable at year-end | 0 | | 14,000 | | 43,000 | $38.40 |
| Option price range | $0.00 | | $39.00 | | $37.80-$39.00 | |
| Weighted average fair value | 0 | | 0 | | 0 | |
| Weighted average grant date | 0 | | 0 | | 0 | |
| Weighted average remaining contractual life (in years) | 0 | | 0.42 | | 0.88 | |
Activity related to non-vested options for the year ended October 31, 2012 is as follows:
| Shares | Weighted Average Grant Date Fair Value Price | |
| Non-vested at beginning of year: | 0 | - |
Granted | 0 | |
| Vested | 0 | - |
Non-vested at year-end | 0 |
The Companies do not expect to recognize any compensation expense related to non-vested awards over the next year.
F-28
The Companies’ policy regarding the exercise of options requires that optionees utilize an independent broker to manage the transaction, whereby the broker sells the exercised shares on the open market.
19. 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 Fiscal 2012, 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 Fiscal 2012, 2011 and 2010 are as follows:
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Weighted average combined shares of common stock outstanding used to compute basic earnings per combined share | 2,450,424 | 2,450,424 | 2,450,424 |
Basic (loss) earnings per weighted average combined share is computed as follows:
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Net loss before discontinued operations | ($1,214,912) | ($2,587,540) | ($3,815,759) |
| Weighted average combined shares of common stock outstanding | 2,450,424 | 2,450,424 | 2,450,424 |
| Basic loss per weighted average combined share | ($0.49) | ($1.06) | ($1.56) |
| | | | |
| Net income (loss) from discontinued operations | ($43,722) | $112,775 | $406,679 |
| Weighted average combined shares of common stock outstanding | 2,450,424 | 2,450,424 | 2,450,424 |
| Basic earnings (loss) per weighted average combined share | ($0.02) | $0.05 | $0.17 |
| | | | |
| Net loss | ($1,258,634) | ($2,474,765) | ($3,409,080) |
| Weighted average combined shares of common stock outstanding | 2,450,424 | 2,450,424 | 2,450,424 |
| Basic loss per weighted average combined share | ($0.51) | ($1.01) | ($1.39) |
20. SUPPLEMENTAL DISCLOSURE TO STATEMENTS OF CASH FLOWS
Supplemental disclosures of cash flow information:
| | 10/31/12 | 10/31/11 | 10/31/10 |
| Cash: | | | |
| Interest paid | $1,155,460 | $1,713,780 | $1,677,388 |
| Income taxes paid | $75,840 | $36,591 | $209,727 |
| | | | |
| Non cash: | | | |
| Reclassification of assets from land and land development costs to land improvements, buildings and equipment, net | $0 | $0 | $460,966 |
| Reclassification of assets from land held for investment to land and land development costs | $0 | $0 | $127,808 |
| Reclassification of assets from land and land development costs to long-lived assets held for sale | $263,718 | $675,490 | $1,475,283 |
| Reclassification of assets from land improvements, buildings and equipment, net to long-lived assets held for sale | $262,839 | $0 | $0 |
|
|
|
Pension liability and accumulated other comprehensive loss was increased (decreased) by $674,858 and ($674,858) in 2012, by $568,881 and ($568,881) in 2011 and by ($369,444) and $369,444 in 2010 resulting from the changes in the funded status, the prior service cost and the net actuarial loss.
21. SUBSEQUENT EVENTS:
The Companies have evaluated subsequent events thru the issuance of the financial statements.
F-29
QUARTERLY FINANCIAL INFORMATION (Unaudited):
The results of operations for each of the quarters in Fiscal 2012 and Fiscal 2011 years are presented below.
| | 1st | 2nd | 3rd | 4th | Total |
| Year ended 10/31/12 | | | | | |
| Operating revenues | $1,613,600 | $1,735,118 | $1,933,407 | $1,847,583 | $7,129,708 |
| Operating loss | (455,298) | (478,787) | (301,754) | (126,301) | (1,362,140) |
| Net income (loss) from discontinued operations | 8,422 | (4,916) | (173) | (47,055) | (43,722) |
| Net income (loss) | (503,429) | (503,419) | (372,362) | 120,576 | (1,258,634) |
| Net income (loss) before discontinued operations per weighted average combined share | ($0.21) | ($0.20) | ($0.15) | $0.07 | ($0.49) |
| Net income (loss) per weighted average combined share | ($0.21) | ($0.20) | ($0.15) | $0.05 | ($0.51) |
| | 1st | 2nd | 3rd | 4th | Total |
| Year ended 10/31/11 | | | | | |
| Operating revenues | $1,339,411 | $880,262 | $2,400,125 | $1,059,348 | $5,679,146 |
| Operating loss | (507,014) | (552,632) | (375,108) | (1,076,014) | (2,510,768) |
| Net income (loss) from discontinued operations | 104,018 | 106,564 | 107,884 | (205,691) | 112,775 |
| Net loss | (460,652) | (488,563) | (377,474) | (1,148,076) | (2,474,765) |
| Net loss before discontinued operations per weighted average combined share | ($0.23) | ($0.24) | ($0.21) | ($0.38) | ($1.06) |
| Net loss per weighted average combined share | ($.19) | ($.20) | ($.15) | ($0.47) | ($1.01) |
The quarterly results of operations for Fiscal 2012 and 2011 reflect the impact of land dispositions and other sales that occur from time to time during the period and do not follow any pattern during the fiscal year.
F-30
BLUE RIDGE REAL ESTATE COMPANY and SUBSIDIARIES
BIG BOULDER CORPORATION and SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION OCTOBER 31, 2012
| | Initial Cost | | | | | | Total Cost Net | | | |
| | | Buildings & | Subsequent | | Building and | | Accumulated | of Accumulated | | Date of |
| Description | Land | Improvements | to Acquisition | Land | Improvements | Total | Depreciation | Depreciation | Encumbrances | Acquisition |
| | | | | | | | | | | |
| Land located in Northeast. PA | $3,276,233 | | $906,342 | $4,182,575 | | $4,182,575 | | $4,182,575 | | Various |
| Various improvements | | | | | | | | | | |
| Sewage Plants, wells and access roads at Jack Frost & Big Boulder Ski Areas | | 6,093,877 | 566,350 | | 6,660,227 | 6,660,227 | 4,489,783 | 2,170,444 | | Various / 1982 on |
| Jack Frost National Golf Course | 8,656,154 | 3,048,817 | 8,684 | 8,656,154 | 3,057,501 | 11,713,655 | 1,212,841 | 10,500,814 | | 2007 |
| | | | | | | | | | | |
| Corporate Building | | 282,918 | 271,955 | | 554,873 | 554,873 | 504,842 | 50,031 | | 1982 |
| | | | | | | | | | | |
| Building Leased to Others | | | | | | | | | | |
| Asset-Shopping Center-Baton Rouge Louisiana | 2,208,165 | 8,894,908 | 59,315 | 2,208,165 | 8,954,223 | 11,162,388 | 1,972,850 | 9,189,538 | 7,700,000 | 2004 |
| Asset-Walgreens-Toms River New Jersey | 948,181 | 4,877,731 | 483,028 | 948,181 | 5,360,759 | 6,308,940 | 870,248 | 5,438,692 | 4,038,000 | 2006 |
| Asset-Walgreens-White Bear Lake-Minnesota | 1,446,831 | 4,615,442 | 380,783 | 1,446,831 | 4,996,225 | 6,443,056 | 811,124 | 5,631,932 | 4,340,000 | 2006 |
| Asset-Boulder View Tavern-Eastern PA | | 1,072,000 | 576,145 | | 1,648,145 | 1,648,145 | 1,460,800 | 187,345 | | 1986 |
| Asset-Company owned rental properties-Eastern PA | | 575,513 | 3,135 | | 578,648 | 578,648 | 330,873 | 247,775 | 372,000 | 2004 thru 2005 |
| Asset-Leased Lake Club Program-Eastern PA | | 571,151 | | | 571,151 | 571,151 | 567,945 | 3,206 | | Various / 1980 on |
| Asset-Leased Rental Program -Eastern PA | | 188,872 | | | 188,872 | 188,872 | 188,872 | 0 | | Various / 1982 on |
| | | | | | | | | | | |
| Total | $16,535,564 | $30,221,229 | $3,255,737 | $17,441,906 | $32,570,624 | $50,012,530 | $12,410,178 | $37,602,352 | $16,450,000 | |
Depreciation and Amortization are provided on a straight-line half year method over the estimated useful lives of the assets as follows:
Land improvements
10 to 30 years
Corporate building
10 to 30 years
Properties leased to others
10 to 30 years
The aggregate cost for federal income tax purposes is approximately $30,500,000 at October 31, 2012.
F-31
The changes in total real estate assets for the years ended October 31, 2012, 2011 and 2010 are as follows:
| | 2012 | 2011 | 2010 |
| Balance at beginning of period | 51,413,704 | $54,908,935 | $51,343,167 |
| Additions to Land | 0 | 0 | 781,766 |
| Additions to Land Improvements | 0 | 0 | 560,455 |
| Additions to Leased Buildings | 22,535 | 761 | 181,559 |
| Additions to Corporate Building | 0 | 0 | 0 |
| Sale of Real Property | (984,830) | (3,495,992) | (50,557) |
| Transfers | (438,879) | 0 | 2,092,545 |
| Balance at end of year | 50,012,530 | $51,413,704 | $54,908,935 |
The changes in accumulated depreciation for the years ended October 31, 2012, 2011 and 2010 are as follows:
| | 2012 | 2011 | 2010 |
| Balance at beginning of year | 11,986,044 | $11,113,491 | $9,966,619 |
| Addition during year: reclass | 0 | 0 | 0 |
| Current year depreciation | 974,568 | 1,106,816 | 1,146,872 |
| Less retirements | (550,434) | (234,263) | 0 |
| Balance at end of year | 12,410,178 | $11,986,044 | $11,113,491 |
F-23
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
BLUE RIDGE REAL ESTATE COMPANY
BIG BOULDER CORPORATION
By: /s/ Bruce Beaty
Bruce Beaty
President and Chief Executive Officer
Dated: January 29, 2013
By: /s/ Cynthia A. Van Horn
Cynthia A. Van Horn
Chief Financial Officer and Treasurer
(Principal Financial Officer)
Dated: January 29, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrants and in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Frederick N. Kurz, Jr. | | January 29, 2013 |
| Frederick N. Kurz, Jr. | Chairman of the Board | |
| /s/ Bruce Beaty | | January 29, 2013 |
| Bruce Beaty | President, Chief Executive Officer and Director | |
| /s/ Paul A. Biddelman | | January 29, 2013 |
| Paul A. Biddelman | Director | |
| /s/ Mark Dawejko | | January 29, 2013 |
| Mark Dawejko | Director | |
| | | |
| /s/ Cynthia A. Van Horn | | January 29, 2013 |
| Cynthia A. Van Horn | Chief Financial Officer and Treasurer (Principal Financial Officer) | |
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EXHIBIT INDEX
The following is a list of Exhibits filed as part of this Annual Report on Form 10-K. Where so indicated by a parenthetical, Exhibits that were previously filed are incorporated by reference. For Exhibits incorporated by reference, the location of the Exhibit in the previous filing is also indicated in parentheses.
Exhibit Number | Description |
| 3.1 | Restated Articles of Incorporation of Blue Ridge Real Estate Company (filed February 11, 2005 as Exhibit 3.1 to Form 10-K and incorporated herein by reference) |
3.2 | Restated Articles of Incorporation of Big Boulder Corporation (filed February 11, 2005 as Exhibit 3.2 to Form 10-K and incorporated herein by reference) |
| 3.3 | Bylaws of Blue Ridge Real Estate Company, as amended through August 12, 1997 (filed January 5, 2005 as Exhibit 3.3 to Form S-1 (File No. 333-121855) and incorporated herein by reference) |
3.4 | Bylaws of Big Boulder Corporation, as amended through August 12, 1997 (filed January 5, 2005 as Exhibit 3.4 to Form S-1 (File No. 333-121855) and incorporated herein by reference) |
| 4.1 | Revised Specimen Unit Certificate Evidencing Shares of Registrants’ Common Stock (filed August 28, 1990 as an Exhibit to Form 10-K and incorporated herein by reference) |
4.2 | Security Combination Agreement between Blue Ridge Real Estate Company and Big Boulder Corporation (filed September 23, 1967 as Exhibit b-3 to Form 10 and incorporated herein by reference) |
| 10.1 | Mortgage, JP Morgan Chase Bank, Coursey Commons Shopping Center, Baton Rouge, Louisiana (filed February 11, 2005 as Exhibit 10.17 to Form 10-K and incorporated herein by reference) |
10.2 | Credit Agreement, dated March 1, 2006, between Blue Ridge Real Estate Company, Big Boulder Corporation, Northeast Land Co., Lake Mountain Company and Jack Frost Mountain Company and Manufacturers and Traders Trust Company. (filed March 7, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein by reference) |
| 10.3 | $3,000,000 Line of Credit Grid Note, dated March 1, 2006, between Blue Ridge Real Estate Company, Big Boulder Corporation, Northeast Land Co., Lake Mountain Company and Jack Frost Mountain Company and Manufacturers and Traders Trust Company. (filed March 7, 2006 as Exhibit 10.2 to Form 8-K and incorporated herein by reference) |
10.4 | Loan Agreement, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company. (filed April 25, 2006 as Exhibit 10.1 to Form 8-K and incorporated herein by reference) |
| 10.5 | $10,000,000 Line of Credit Mortgage Note, dated April 20, 2006, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company and Moseywood Construction Company and Manufacturers and Traders Trust Company. (filed April 25, 2006 as Exhibit 10.2 to Form 8-K and incorporated herein by reference) |
| 10.6 | Loan Modification Agreement, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed June 21, 2007 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
| 10.7 | $25,000,000 Line of Credit Mortgage Note, dated June 15, 2007, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed June 21, 2007 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.). |
| 10.8 | Third Loan Modification Agreement, dated September 16, 2008, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed September 22, 2008 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
| 10.9 | Fourth Loan Modification Agreement, dated February 27, 2009, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company. (filed on March 3, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
10.10 | Deed of Trust and Security Agreement, dated May 22, 2009, between Blue Ridge Real Estate Company and Kenneth D. Moore, Trustee. (filed on September 14, 2009 as exhibit 10.1 to Form 10-Q and incorporated herein by reference.) |
| 10.11 | $1,050,000 Real Estate Lien Note, dated May 22, 2009, between Blue Ridge Real Estate Company and Barbers Hill Banking Center, a branch of Anahuac National Bank. (filed on September 14, 2009 as exhibit 10.2 to Form 10-Q and incorporated herein by reference.) |
10.12 | Mortgage and Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, dated August 28, 2009, between Blue Ridge WMN, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
| 10.12 | $4,340,000 6.90% Senior Secured Note, dated August 28, 2009, between Blue Ridge WMN, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.2 to Form 8-K and incorporated by reference herein.) |
10.14 | Note Purchase Agreement, dated August 28, 2009, between Blue Ridge WMN, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.3 to Form 8-K and incorporated by reference herein.) |
| 10.15 | Mortgage and Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, dated August 28, 2009, between Blue Ridge WNJ, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
10.16 | $4,038,000 6.90% Senior Secured Note, dated August 28, 2009, between Blue Ridge WNJ, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.2 to Form 8-K and incorporated by reference herein.) |
| 10.17 | Note Purchase Agreement, dated August 28, 2009, between Blue Ridge WNJ, LLC and Wells Fargo Bank Northwest, N.A. as Trustee (filed on September 3, 2009 as exhibit 10.3 to Form 8-K and incorporated by reference herein.) |
10.18 | Fifth Loan Modification Agreement, dated October 19, 2009, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 22, 2009 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
| 10.19 | April 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated April 6, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on April 9, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
10.20 | June 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated June 30, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on June 6, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
| 10.21 | Loan Agreement, dated July 29, 2010, 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 on August 3, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
10.22 | $2,600,000 Term Note, dated July 29, 2010, 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 on August 3, 2010 as exhibit 10.2 to Form 8-K and incorporated by reference herein.) |
| 10.23 | $2,600,000 Open-end Mortgage, dated July 29, 2010, between Blue Ridge Real Estate Company and Manufacturers and Traders Trust Company (filed on August 3, 2010 as exhibit 10.3 to Form 8-K and incorporated by reference herein.) |
10.24 | $2,600,000 Open-end Mortgage, dated July 29, 2010, between Big Boulder Corporation and Manufacturers and Traders Trust Company (filed on August 3, 2010 as exhibit 10.4 to Form 8-K and incorporated by reference herein.) |
| 10.25 | August 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated August 23, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on August 26, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
10.26 | September 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated September 29, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 1, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
| 10.27 | Sixth Loan Modification Agreement, to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated October 22, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 27, 2010 as exhibit 10.1 to Form 8-K and incorporated by reference herein.) |
10.28 | October 2010 Allonge to the Amended and Restated Construction and Site Development Line of Credit Mortgage Note, dated October 22, 2010, between Big Boulder Corporation, Blue Ridge Real Estate Company, BBC Holdings, Inc., BRRE Holdings, Inc., Northeast Land Co., Lake Mountain Company, Jack Frost Mountain Company, Boulder Creek Resort Company, Moseywood Construction Company, individually and doing business as Stoney Run Realty Company and Stoney Run Builders Company, and Jack Frost National Golf Course, Inc. and Manufacturers and Traders Trust Company (filed on October 27, 2010 as exhibit 10.2 to Form 8-K and incorporated by reference herein.) |
| 10.29 | Agreement of Sale, Phase 3, dated February 17, 2011between 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, 2011as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
10.30 | $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 to Form 8-K and incorporated herein by reference.) |
| 10.31 | $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 to Form 8-K and incorporated herein by reference.) |
10.32 | $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 to Form 8-K and incorporated herein by reference.) |
| 10.33 | $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 to Form 8-K and incorporated herein by reference.) |
10.34 | First Amendment to Agreement of Sale, Phase 3, dated August 15, 2011between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 376 acres located in Thornhurst Township, Lackawanna County, Pennsylvania. (filed August 18, 2011as Exhibit 10.2 to Form 8-K and incorporated herein by reference.) |
| 10.35 | Purchase and Sale Agreement, dated August 17, 2011, between Blue Ridge Real Estate Company and Scott Family Trust and Ross Family Trust (filed August 23, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
10.36 | Purchase and Sale Agreement, dated October 1, 2011, between Blue Ridge Real Estate Company and Phyllis Enfield Trust (filed on October 3, 2011 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.) |
| 10.37 | Purchase and Sale Agreement, dated October 31, 2011, between Blue Ridge Real Estate Company and JFBB Ski Areas, Inc. (filed on November 4, 2011 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
10.38 | Purchase and Sale Agreement, dated October 31, 2011, between Big Boulder Corporation and JFBB Ski Areas, Inc. (filed on November 4, 2011 as Exhibit 10.2 to Form 8-K and incorporated herein by reference.) |
| 10.39** | Employment Agreement effective January 1, 2012 between Blue Ridge Real Estate Company and Bruce Beaty (filed February 14, 2012 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
10.40 | Second Amendment to Agreement of Sale, Phase 3, dated February 20, 2012 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 376 acres located in Thornhurst Township, Lackawanna County, Pennsylvania (filed as exhibit 10.3 to Form 8-K filed on February 24, 2012 and incorporated herein by reference.) |
| 10.41 | Third Amendment to Agreement of Sale, Phase 3, dated September 6, 2012 between Blue Ridge Real Estate Company and The Conservation Fund for the purchase of 376 acres located in Thornhurst Township, Lackawanna County, Pennsylvania (filed as exhibit 10.4 to Form 8-K filed on September 7, 2012 and incorporated herein by reference.) |
10.42** | Employment Agreement effective January 1, 2013 between Blue Ridge Real Estate Company and Bruce Beaty (filed November 28, 2012 as Exhibit 10.1 to Form 8-K and incorporated herein by reference.) |
| 14.1 | Code of Ethics (filed February 11, 2005 as Exhibit 14.1 to Form 10-K and incorporated herein by reference) |
21.1* | List of all subsidiaries of the Registrants |
| 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.
** Management or compensatory contract required to be filed pursuant to Item 15(b) of the requirements for Form 10-K reports.
*** Furnished herewith.
Copies of Exhibits are available to Shareholders by contacting the Corporate Secretary, Blue Ridge Real Estate Company, Blakeslee, PA 18610. A charge of $0.25 per page to cover the Registrants’ expenses will be made.
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