SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 1996 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 0-14019 Ridgewood Properties, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 58-1656330 - ------------------------------- ------------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2859 Paces Ferry Road, Suite 700 Atlanta, Georgia 30339 - ------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (770) 434-3670 ---------------------------------------------------- (Registrant's telephone number, including area code) N/A ---------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No _____ Common stock, par value $.01 per share - 1,088,480 shares outstanding at May 31, 1996. PART I. FINANCIAL INFORMATION ------------------------------ ITEM 1. FINANCIAL STATEMENTS ----------------------------- RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES ------------------------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- MAY 31, 1996 AND AUGUST 31, 1995 -------------------------------- ($000'S omitted, except per share data) --------------------------------------- (Unaudited) May 31, August 31, ASSETS 1996 1995 ------ ----------- ----------- Real Estate Investments: Real Estate Properties Operating Properties $ 1,405 $ 1,461 Land Held for Sale or Future Development 10,018 10,104 ------------ ------------ 11,423 11,565 Mortgage Loans 5 44 ------------ ------------ Total real estate investments 11,428 11,609 Allowance for Possible Losses (4,700) (4,700) ------------ ------------ Net real estate investments 6,728 6,909 Investment in Limited Partnership 771 232 Cash and Cash Equivalents 276 1,880 Escrowed Funds 186 140 Other Assets 703 512 ------------ ------------ $ 8,664 $ 9,673 ============ ============ <FN> The accompanying notes are an integral part of these consolidated financial statements. </FN> RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES ------------------------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- MAY 31, 1996 AND AUGUST 31, 1995 -------------------------------- ($000's omitted, except per share data) --------------------------------------- (Unaudited) May 31, August 31, LIABILITIES AND SHAREHOLDERS' INVESTMENT 1996 1995 ---------------------------------------- ------------ ------------ Accounts Payable $ 110 $ 102 Accrued Salaries, Bonuses and Other Compensation 780 737 Accrued Property Tax Expense 94 146 Accrued Interest and Other Liabilities 422 280 Term Loans 2,871 2,796 ------------ ------------ Total Liabilities 4,277 4,061 ------------ ------------ Commitments and Contingencies Shareholders' Investment Series A Convertible Preferred Stock, $1 par value, 1,000,000 shares authorized, 450,000 shares issued and outstanding at May 31, 1996 and August 31, 1995, liquidation preference and callable at $3,600,000. 450 450 Common Stock, $.01 par value, 5,000,000 shares authorized, 1,088,480 shares issued and outstanding at May 31, 1996 and August 31, 1995. 11 10 Paid-in Surplus 16,060 16,196 Accumulated Deficit since December 30, 1985 (12,134) (11,044) ------------ ------------ 4,387 5,612 ------------ ------------ $ 8,664 $ 9,673 ============ ============ <FN> The accompanying notes are an integral part of these consolidated financial statements. </FN> RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES ------------------------------------------- STATEMENTS OF CONSOLIDATED LOSS ------------------------------- FOR THE THREE AND NINE MONTHS ENDED MAY 31, 1996 AND MAY 31, 1995 ----------------------------------------------------------------- ($000's omitted, except per share data) --------------------------------------- For the Three Months Ended For the Nine Months Ended ----------------------------- ----------------------------- May 31, May 31, May 31, May 31, 1996 1995 1996 1995 ------------ ------------ ------------ ------------ REVENUES: Operating revenues from real estate properties..... $ 819 $ 890 $ 2,070 $ 2,626 Revenues from hotel management .................... 230 96 461 163 Sales of real estate properties ................... 399 2,964 457 3,290 Income from loans and temporary investments ....... 4 19 40 83 Other ............................................. -- -- -- 3 ------------- ------------- ------------- ------------- 1,452 3,969 3,028 6,165 ------------- ------------- ------------- ------------- COSTS AND EXPENSES: Expenses of real estate properties ................ 650 782 1,763 2,313 Expenses of hotel management ...................... 232 115 491 250 Expenses of real estate sales ..................... 390 2,711 319 3,044 Allowance for possible losses ..................... -- -- -- 50 Depreciation ...................................... 39 89 118 324 Interest expense .................................. 86 80 255 302 General, administration and other ................. 354 337 1,025 925 Business development .............................. 64 21 147 104 ------------- ------------- ------------- ------------- 1,815 4,135 4,118 7,312 ------------- ------------- ------------- ------------- NET LOSS BEFORE INCOME TAX EXPENSE .................... $ (363) $ (166) $ (1,090) $ (1,147) ------------- ------------- ------------- ------------- INCOME TAX EXPENSE .................................... $ -- $ (37) $ -- $ 38 ------------- ------------- ------------- ------------- NET LOSS .............................................. $ (363) $ (129) $ (1,090) $ (1,185) ============= ============= ============= ============= LOSS PER SHARE ........................................ $ (0.38) $ (0.18) $ (1.13) $ (1.36) ============= ============= ============= ============= <FN> The accompanying notes are an integral part of these consolidated financial statements. </FN> RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES ------------------------------------------- CONSOLIDATED STATEMENT OF CASH FLOWS ------------------------------------ FOR THE NINE MONTHS ENDED MAY 31, 1996 AND MAY 31, 1995 ------------------------------------------------------ Decrease in Cash and Cash Equivalents ------------------------------------- ($000's Omitted) ---------------- 1996 1995 ---------- ---------- Cash flows from operating activities: Net loss ...................................................... $ (1,090) $ (1,185) Adjustments to reconcile net loss to net cash used by operating activities: Depreciation and amortization ............................. 133 348 Increase in allowance for possible losses ................. -- 50 Gain from sales of real estate property ................... (138) (246) Increase in escrowed funds ................................ 46 -- Increase in other assets .................................. (219) 335 Decrease in accounts payable and accrued liabilities ..................................... 96 114 ---------- ---------- Total adjustments ......................................... (82) 601 ---------- ---------- Net cash used by operating activities ..................... (1,172) (584) Cash flows from investing activities: Principal payments received on mortgage loans ............... 39 30 Proceeds from sales of real estate .......................... 481 3,043 Additions to real estate properties ......................... (292) (823) Investment in limited partnership ........................... (539) -- ---------- ---------- Net cash received (used) from investing activities ........ (311) 2,250 Cash flows from financing activities: Repayments of notes payable ................................. (31) (3,964) Payment of dividends on preferred stock ..................... (90) (126) ---------- ---------- Net cash used by financing activities ..................... (121) (4,090) ---------- ---------- Net decrease in cash and cash equivalents ....................... $ (1,604) $ (2,424) Cash and cash equivalents at beginning of period ................ 1,880 2,804 ---------- ---------- Cash and cash equivalents at end of period ...................... $ 276 $ 380 ========== ========== The accompanying notes are an integral part of these consolidated financial statements. Supplemental disclosure of noncash activity in fiscal year 1996: Issuance of 125,000 shares of common stock at $.01 par value in conjunction with purchase of hotel management company .............................. $ 1,250 Assumption of notes payable in conjunction with ========== purchase of hotel management company ..................... $ 106,000 ========== RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MAY 31, 1996 AND MAY 31, 1995 (Unaudited) 1. GENERAL: Ridgewood Properties, Inc. (the "Company") is primarily engaged in the business of acquiring, developing, operating and selling real estate property in the Southeast and "Sunbelt" areas. Additionally, the Company, through its investment in a limited partnership, is engaged in acquiring and managing hotel properties in the Southeast. Currently, the Company's only operating property is the hotel in Longwood, Florida. All of the Company's other properties are land properties held for sale, and no additional development is currently anticipated for the land. The Company was incorporated under the laws of the State of Delaware on October 29, 1985. Prior to December 31, 1985, the Company operated under the name CMEI, Inc. The Company's common stock is currently listed in the broker-dealer "Pink Sheets" and trades in the over-the-counter market. Of the Company's issued and outstanding shares of common stock, 37% of the common stock is owned by the Company's President, N. Russell Walden. All of the Company's issued and outstanding shares of preferred stock are owned by Triton Group, Ltd. The accompanying financial statements of the Company present the historical cost basis amount of assets, liabilities and shareholders' investment of the real estate business for the periods presented. The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its joint venture investments after the elimination of all intercompany amounts. 2. BASIS OF PRESENTATION: The accompanying consolidated financial statements have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the financial position, results of operations and changes in cash flow for the interim periods covered by this report. Although certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, management believes that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's annual report for the fiscal year ended August 31, 1995. The results of operations for the nine months ended May 31, 1996 are not necessarily indicative of the results to be expected for the fiscal year ending August 31, 1996. The Company is currently generating net operating loss carryforwards for both book and tax purposes which may be used to offset future taxable income. In September 1993, the Company adopted SFAS 109. The adoption of SFAS 109 did not have a material effect on the Company's consolidated financial position or results of operations. For the purpose of the Statement of Cash Flows, cash includes cash equivalents which are highly liquid investments with maturity of three months or less. Certain prior year amounts have been reclassified to conform with the current presentation. 3. ALLOWANCE FOR POSSIBLE LOSSES: No additional allowance for possible losses was necessary for the nine months ended May 31, 1996. The allowance for possible losses increased by $50,000 for the nine months ended May 31, 1995. The additional reserve was to reflect the net realizable value on a residential lot in Atlanta, Georgia. 4. COMMITMENTS AND CONTINGENCIES: On May 2, 1995 a complaint was filed in the Court of Chancery of the State of Delaware (New Castle County) entitled William N. Strassburger v. Michael M. Early, Luther A. Henderson, John C. Stiska, N. Russell Walden, and Triton Group, Ltd., defendants, and Ridgewood Properties, Inc., nominal defendant, C.A. No. 14267 (the "Complaint"). The plaintiff is an individual shareholder of the Company who purports to file the Complaint individually, representatively on behalf of all similarly situated shareholders, and derivatively on behalf of the Company. The Complaint challenges the actions of the Company and its directors in consummating the Company's August 1994 repurchase of its common stock held by Triton Group, Ltd. and Hesperus Partners Ltd. in five counts, denominated Waste of Corporate Assets, Breach of Duty of Loyalty to Ridgewood, Breach of Duty of Good Faith, Intentional Misconduct, and Breach of Duty of Loyalty and Good Faith to Class. The Company has answered the Complaint, denying all allegations of wrongdoing either on its part or that of its directors. The Company's management believes the claims made in the Complaint are without merit, and that the shareholders of Ridgewood benefited from the challenged transactions. Since previous disclosures, there has been no significant progress in the lawsuit. Management intends to vigorously contest this matter. 5. SHAREHOLDERS' INVESTMENT: Loss Per Common Share -- Loss per common share is calculated based upon the weighted average number of shares outstanding of approximately 963,000 for the three and nine months ended May 31, 1995, 1,088,000 for the three months ended May 31, 1996 and 1,044,000 for the nine months ended May 31, 1996. Dividends paid on preferred stock were $45,000 and $126,000, respectively, for the three and nine months ended May 31, 1995; and $90,000 for the nine months ended May 31, 1996. The preferred dividend payable in May was accrued but not paid until June 1996. These dividends were added to the net loss for purposes of computing the loss per common share. Stock Option Plan -- On March 30, 1993, the Company granted options to purchase 378,000 shares of common stock at a price of $1.83 per share to its key employees and one director under the Ridgewood Properties, Inc. Stock Option Plan (the "Plan"). The options will vest over a four year period in 25% increments. All options expire ten years from the date of grant, unless earlier on account of death, disability, termination of employment, or for other reasons outlined in the Plan. As of May 31, 1996, all of the options are exercisable. On January 28, 1994, the Company granted options to purchase 375,000 and 75,000 shares of common stock at a price of $1.00 per share to its President and Chief Financial Officer, respectively, under the Plan. The options are exercisable immediately and expire on January 31, 1997. 6. NOTES PAYABLE: In June 1995, the Company entered into a loan with a commercial lender to refinance the Ramada Inn in Longwood, Florida. The loan proceeds are $2,800,000. The loan is for a term of 20 years with an amortization period of 25 years, at the rate of 10.35%. Principal and interest payments are approximately $26,000 per month beginning August 1, 1995. In addition, the Company is required to make a repair escrow payment comprised of 4% of estimated revenues, as well as real estate tax and insurance escrow payments. The total amount for these items will be a payment of approximately $20,000 per month and can be adjusted annually. The escrow funds will be used as tax, insurance and repair needs arise. As of May 31, 1996, there was approximately $186,000 of escrowed funds related to this loan agreement. In June 1996, the Company requested and received approximately $95,000 from escrow for hotel repair items. Also, commitment fees and loan costs of approximately $159,000 are being amortized over 20 years. The balance of this loan as of May 31, 1996 was approximately $2,777,000. In December 1995 and in conjunction with the acquisition of a hotel management company, the Company assumed three promissory notes dated September 22, 1994 and payable to three different Georgia corporations. The total combined outstanding principal was approximately $106,000. All three notes are for a term of five years at a rate of 6.83%. Combined principal and interest payments are approximately $2,667 per month through October 1, 1999. The combined balance of these loans at May 31, 1996 was approximately $94,000. Maturities of long-term debt during the Company's next five fiscal years are as follows: 1997 - $55,000; 1998 - $59,000; 1999 - $65,000; 2000 - $43,000; 2001 - $42,000. 7. INVESTMENT IN LIMITED PARTNERSHIP: On August 16, 1995, RW Hotel Partners, L.P. was organized as a limited partnership (the "Partnership") under the laws of the State of Delaware. Concurrently, the Company formed Ridgewood Hotels, Inc., a Georgia corporation ("Ridgewood Hotels") which became the sole general partner in the Partnership with RW Hotel Investments Associates, L.L.C. ("Investor") as the limited partner. Ridgewood Hotels has a 1% base distribution percentage versus 99% for the Investor. However, distribution percentages do vary depending on certain defined preferences and priorities pursuant to the Partnership Agreement ("Agreement") which are discussed below. The partnership was originally formed to acquire a hotel property in Louisville, Kentucky. The terms of this partnership will serve as a guideline for other potential acquisitions with the Investor or its affiliates. The Partnership Agreement was amended and restated on September 8, 1995. Distributable Cash is defined as the net income from the property before depreciation plus any net sale proceeds and net financing proceeds less capital costs. Distributions of Distributable Cash shall be made as follows: - First, to the Investor until there has been distributed to the Investor an amount equal to a 15% cumulative internal rate of return on the Investor's investment. - Second, to Ridgewood Hotels until the aggregate amount received by Ridgewood Hotels equals the aggregate cash contributions made by Ridgewood Hotels to the Partnership (as of 5/31/96, Ridgewood Hotels contributed approximately $771,000). - Third, 12% to Ridgewood Hotels and 88% to the Investor until there has been distributed to the Investor an amount equal to a 25% cumulative internal rate of return on Investor's investment. - Fourth, 75% of the residual to the Investor and 25% to Ridgewood Hotels. A Management Agreement exists between the Partnership and the Company as Manager ("Manager") for the purpose of managing hotels in Kentucky, Georgia and South Carolina. The Manager shall be entitled to the following property management fees: (1) 2.5% of the gross revenues from the hotel property. (2) 1% of the gross revenues from the hotel property as an incentive fee if distributable cash equals or exceeds 13.5% of certain aggregate acquisition costs. No management fees are payable with respect to the first 12-month period of management of the hotel in Kentucky. A Construction Management Agreement exists between the Partnership and the Manager for the purpose of managing future improvements to the properties. The Company currently has approximately $771,000 invested in the Partnership. The Partnership purchased a hotel in Louisville, Kentucky for approximately $16,000,000. In December 1995 and January 1996, the Partnership purchased four hotel properties in Georgia for approximately $15,000,000 and a hotel in South Carolina for $4,000,000, respectively. The Company may make future capital contributions to the Partnership. Management expects to fund such capital contributions through available cash or from loans from the Partnership. Additionally, the Company may invest in other partnerships to acquire hotels in the future. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MAY 31, 1996 COMPARED TO THREE AND NINE MONTHS ENDED MAY 31, 1995 LIQUIDITY AND CAPITAL RESOURCES -- In June 1995, the Company entered into a loan with a commercial lender to refinance the Ramada Inn in Longwood, Florida. The loan proceeds are $2,800,000. The loan is for a term of 20 years with an amortization period of 25 years, at the rate of 10.35%. Principal and interest payments are approximately $26,000 per month beginning August 1, 1995. In addition, the Company is required to make a repair escrow payment comprised of 4% of estimated revenues, as well as real estate tax and insurance escrow payments. The total amount for these items will be a payment of approximately $20,000 per month and can be adjusted annually. The escrow funds will be used as tax, insurance and repair needs arise. As of May 31, 1996, there was approximately $186,000 of escrowed funds related to this loan agreement. In June 1996, the Company requested and received approximately $95,000 from escrow for hotel repair items. During the first nine months of fiscal year 1996, the Company sold land in Ohio and Georgia for net proceeds of approximately $339,000 and $81,000, respectively. Also, in September 1995, the Company was refunded its entire investment of $61,000 in its joint venture for the purpose of developing a subdivision lot in Atlanta, Georgia. The Company signed a contract for the sale of a parcel of its land in Dallas, Texas for net proceeds of approximately $450,000. The Company also signed a contract for the sale of a parcel of land in Athens, Georgia for net proceeds of approximately $140,000. Additionally, the Company signed a contract for the sale of approximately five acres of land in Maitland, Florida for net proceeds of approximately $1.2 million. The above sales are scheduled to close in August 1996 (two) and September 1996, respectively, but all of the contracts have several contingencies which allow the buyers to withdraw at any time. On August 16, 1995, RW Hotel Partners, L.P. was organized as a limited partnership (the "Partnership") under the laws of the State of Delaware. Concurrently, the Company formed Ridgewood Hotels, Inc., a Georgia corporation ("Ridgewood Hotels") which became the sole general partner in the Partnership with RW Hotel Investments Associates, L.L.C. ("Investor") as the limited partner. Ridgewood Hotels has a 1% base distribution percentage versus 99% for the Investor. However, distribution percentages do vary depending on certain defined preferences and priorities pursuant to the Partnership Agreement ("Agreement") which are discussed below. The partnership was originally formed to acquire a hotel property in Louisville, Kentucky. The terms of this partnership will serve as a guideline for other potential acquisitions with the Investor or its affiliates. The Partnership Agreement was amended and restated on September 8, 1995. Distributable Cash is defined as the net income from the property before depreciation plus any net sale proceeds and net financing proceeds less capital costs. Distributions of Distributable Cash shall be made as follows: - First, to the Investor until there has been distributed to the Investor an amount equal to a 15% cumulative internal rate of return on the Investor's investment. - Second, to Ridgewood Hotels until the aggregate amount received by Ridgewood Hotels equals the aggregate cash contributions made by Ridgewood Hotels to the Partnership (as of 5/31/96, Ridgewood Hotels contributed approximately $771,000). - Third, 12% to Ridgewood Hotels and 88% to the Investor until there ha been distributed to the Investor an amount equal to a 25% cumulative internal rate of return on Investor's investment. - Fourth, 75% of the residual to the Investor and 25% to Ridgewood Hotels. A Management Agreement exists between the Partnership and the Company as Manager ("Manager") for the purpose of managing hotels in Kentucky, Georgia and South Carolina. The Manager shall be entitled to the following property management fees: (1) 2.5% of the gross revenues from the hotel property. (2) 1% of the gross revenues from the hotel property as an incentive fee if distributable cash equals or exceeds 13.5% of certain aggregate acquisition costs. No management fees are payable with respect to the first 12-month period of management of the hotel in Kentucky. A Construction Management Agreement exists between the Partnership and the Manager for the purpose of managing future improvements to the properties. The Company currently has approximately $771,000 invested in the Partnership. The Partnership purchased a hotel in Louisville, Kentucky for approximately $16,000,000. In December 1995 and January 1996, the Partnership purchased four hotel properties in Georgia for approximately $15,000,000 and a hotel in South Carolina for $4,000,000, respectively. The Company may make future capital contributions to the Partnership. Management expects to fund such capital contributions through available cash or from loans from the Partnership. Additionally, the Company may invest in other partnerships to acquire hotels in the future. Since the Company is not currently generating sufficient operating cash to cover overhead and debt service, the Company must continue to sell real estate, seek alternative financing or otherwise recapitalize the Company. The Company also intends to aggressively pursue the acquisition of hotels and hotel management contracts which would provide additional cash flow. RESULTS OF OPERATIONS -- The Company had gains from real estate sales of approximately $9,000 and $138,000 for the three and nine months ended May 31, 1996. During the three and nine months ended May 31, 1995, the Company had gains from real estate sales of approximately $253,000 and $246,000, respectively. Gains or losses on sales are dependent upon the specific assets sold in a particular period and the terms of each sale. Operating revenues from real estate properties decreased approximately $71,000, or 8%, and $556,000, or 21%, respectively, for the three and nine months ended May 31, 1996, compared to the three and nine months ended May 31, 1995. The decrease was the result of the sale of the Company's weekly rental hotel in Orlando, Florida during fiscal year 1995. For the nine months ended May 31, 1996, operating revenues increased approximately $41,000 at the Company's hotel in Longwood, Florida. Revenues from hotel management increased approximately $134,000, or 140%, and $298,000, or 183%, respectively, for the three and nine months ended May 31, 1996 compared to the three and nine months ended May 31, 1995 due to the acquisition of hotels and a hotel management company. In turn, expenses of hotel management increased approximately $117,000, or 102%, and $241,000, or 96%, respectively, for the three and nine months ended May 31, 1996 compared to the three and nine months ended May 31, 1995. Expenses of real estate properties during the three and nine months ended May 31, 1996 decreased $132,000, or 17%, and $550,000, or 24%, respectively, compared to the three and nine months ended May 31, 1995 due primarily to the sale of the Company's weekly rental hotel in Florida. Expenses decreased by approximately $19,000 at the Company's hotel in Florida for the nine months ended May 31, 1996 compared to the nine months ended May 31, 1995. No provision for possible losses was necessary for the nine months ended May 31, 1996. The provision of $50,000 for possible losses in fiscal year 1995 pertains to a land parcel in Atlanta, Georgia which has been sold. Interest expense increased approximately $6,000 for the three months ended May 31, 1996 compared to the three months ended May 31, 1995 due to the increase in outstanding debt. Interest expense decreased approximately $47,000 for the nine months ended May 31, 1996 compared to the nine months ended May 31, 1995 due to the decrease in outstanding debt. There was no capitalized interest during the three or nine months ended May 31, 1996 or May 31, 1995. General, administration and other expenses increased approximately $17,000, or 5%, and $100,000 or 11%, respectively, for the three and nine months ended May 31, 1996 compared to the three and nine months ended May 31, 1995 as a result of slightly increased overhead due to an expanding business entity. Due to the Company's aggressive movement into the business of acquiring, developing, operating and selling hotel properties throughout the country, the Company increased business development costs approximately $43,000, or 205%, and $43,000, or 41%, respectively, for the three and nine months ended May 31, 1996 compared to the three and nine months ended May 31, 1995. PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K: A. Exhibits: 27 Financial Data Schedule B. Reports on Form 8-K: No exhibits or reports on Form 8-K were filed during the three months ended May 31, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RIDGEWOOD PROPERTIES, INC. By: /s/ N. R. Walden__________ N. Russell Walden President By: /s/ Karen S. Hughes_______ Karen S. Hughes Vice President, Chief Accounting Officer Date: July 12, 1996