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 November 30, 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.
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(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 _____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes _____ No _____
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
-----------------------------
RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
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CONSOLIDATED BALANCE SHEETS
---------------------------
NOVEMBER 30, 1996 AND AUGUST 31, 1996
-------------------------------------
($000'S omitted, except per share data)
---------------------------------------
(Unaudited)
November 30, August 31,
ASSETS 1996 1996
------ ----------- -----------
Real Estate Investments:
Real Estate Properties
Operating Properties $ 1,374 $ 1,383
Land Held for Sale or
Future Development 8,048 9,769
------------ ------------
9,422 11,152
Mortgage Loans 4 5
------------ ------------
Total real estate investments 9,426 11,157
Allowance for Possible Losses (3,544) (4,700)
------------ ------------
Net real estate investments 5,882 6,457
Investment in Limited Partnership 947 957
Cash and Cash Equivalents 1,167 298
Other Assets 1,195 1,012
------------ ------------
$ 9,191 $ 8,724
============ ============
<FN>
The accompanying notes are an integral part of these consolidated
financial statements.
</FN>
RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
-------------------------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
NOVEMBER 30, 1996 AND AUGUST 31, 1996
-------------------------------------
($000's omitted, except per share data)
---------------------------------------
(Unaudited)
November 30, August 31,
LIABILITIES AND SHAREHOLDERS' INVESTMENT 1996 1996
---------------------------------------- ------------ ------------
Accounts Payable $ 109 $ 103
Accrued Salaries, Bonuses and
Other Compensation 793 782
Accrued Property Tax Expense 18 151
Accrued Interest and Other Liabilities 299 389
Term Loans 2,848 2,858
------------ ------------
Total Liabilities 4,067 4,283
------------ ------------
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 November 30, 1996
and August 31, 1996, 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 November 30, 1996 and
August 31, 1996. 11 11
Paid-in Surplus 16,157 16,202
Accumulated Deficit since December 30, 1985 (11,494) (12,222)
------------ ------------
5,124 4,441
------------ ------------
$ 9,191 $ 8,724
============ ============
<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 MONTHS ENDED NOVEMBER 30, 1996 AND NOVEMBER 30, 1995
-----------------------------------------------------------------
($000's omitted, except per share data)
---------------------------------------
For the Three Months Ended
-----------------------------
November 30, November 30,
1996 1995
------------ ------------
REVENUES:
Operating revenues ................................ $ 636 $ 520
Revenues from hotel management .................... 254 58
Sales of real estate properties ................... 1,945 235
Equity in net income of partnership ............... 3 --
Income from loans and temporary investments ....... (1) 23
------------- -------------
2,837 836
------------- -------------
COSTS AND EXPENSES:
Operating expenses ................................ 565 549
Expenses of hotel management ...................... 190 44
Expenses of real estate sales ..................... 866 180
Depreciation and amortization ..................... 62 39
Interest expense .................................. 85 85
General, administration and other ................. 309 295
Business development .............................. 32 40
------------- -------------
2,109 1,232
------------- -------------
NET INCOME (LOSS) ..................................... $ 728 $ (396)
============= =============
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE ............................. $ 0.52 $ (0.46)
============= =============
<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 THREE MONTHS ENDED NOVEMBER 30, 1996 AND NOVEMBER 30, 1995
-----------------------------------------------------------------
Decrease in Cash and Cash Equivalents
-------------------------------------
($000's Omitted)
----------------
1996 1995
------------- ----------
Cash flows from operating activities:
Net income (loss) ............................................. $ 728 $ (396)
Adjustments to reconcile net income (loss) to net
cash used by operating activities:
Depreciation and amortization ............................. 62 35
Gain from sales of real estate property ................... (1,079) (55)
Increase in other assets .................................. (214) (35)
Decrease in accounts payable and
accrued liabilities ..................................... (206) (109)
------------- ----------
Total adjustments ......................................... (1,437) (164)
------------- ----------
Net cash used by operating activities ..................... (709) (560)
Cash flows from investing activities:
Principal payments received on mortgage loans ............... 1 37
Proceeds from sales of real estate .......................... 1,644 275
Additions to real estate properties ......................... (22) (14)
Investment in limited partnership ........................... 10 --
------------- ----------
Net cash received from investing activities ............... 1,633 298
Cash flows from financing activities:
Repayments of notes payable ................................. (10) (6)
Payment of dividends on preferred stock ..................... (45) (45)
------------- ----------
Net cash used by financing activities ..................... (55) (51)
------------- ----------
Net increase (decrease) in cash and cash equivalents ............ $ 869 $ (313)
Cash and cash equivalents at beginning of period ................ 298 1,880
------------- ----------
Cash and cash equivalents at end of period ...................... $ 1,167 $ 1,567
============= ==========
The accompanying notes are an integral part of these consolidated financial statements.
Supplemental disclosure of noncash activity:
1996 1995
Decrease in allowance for possible losses ---- ----
due to sale of parcel of land ............................ $ 1,156,000 $ --
============= ==========
RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1996 AND NOVEMBER 30, 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, as well as
managing other hotels throughout the country. The Company
also owns and operates a 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, 1996. The results of operations for the
three months ended November 30, 1996 are not necessarily
indicative of the results to be expected for the fiscal year
ending August 31, 1997.
The Company has 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:
The allowance for possible losses decreased by
$1,156,000 during the three months ended November 30, 1996 due
to the sale of a portion of the land in Dallas, Texas, for
which a reserve had previously been established.
4. INCOME TAXES:
The Company's income tax provision for the three
months ended November 30, 1996 and November 30, 1995 is as
follows:
1996 1995
Income tax provision 292,000 --
Utilization of net operating
loss carryforwards (292,000) --
-------- ----
Net income tax provision -- --
======== ====
5. SHAREHOLDERS' INVESTMENT:
Income (Loss) Per Common and Common Equivalent Share --
The calculation of earnings per common and common
equivalent share includes certain stock options (see options
granted below to the President and Chief Financial Officer).
A value of $1.13 per share was used in the calculations, which
was calculated on the average of the bid and ask prices of the
common stock during the three months ended November 30, 1996.
The bid and ask prices were used due to the absence of an
established public trading market in the stock.
The loss per common share is calculated based upon
the weighted average number of shares outstanding of
approximately 1,088,000 for the three months ended November
30, 1995.
Dividends paid on preferred stock were $45,000 for
the three months ended November 30, 1996 and 1995. These
dividends were deducted from the net income and added to the
loss for purposes of computing the income (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 vested 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
November 30, 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 November
30, 1996, there was approximately $110,000 of escrowed funds
related to this loan agreement. Also, commitment fees and
loan costs of approximately $159,000 are being amortized over
20 years. The balance of this loan as of November 30, 1996
was approximately $2,764,000.
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 November 30, 1996 was approximately
$84,000.
Maturities of long-term debt during the Company's
next five fiscal years are as follows: 1998 - $59,000; 1999 -
$65,000; 2000 - $43,000; 2001 - $42,000; thereafter -
$2,594,000.
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 partnership consists of six
hotel properties at November 30, 1996. The terms of this
partnership will serve as a guideline for other potential
acquisitions with this or other investors.
Income and loss are allocated to the Company and the
limited partner based upon the formula for allocating
distributable cash as described below but subject to an annual
limitation which would result in no more than 88% of
partnership income or loss (as defined) being allocated to the
limited partner.
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 November 30, 1996, Ridgewood Hotels contributed
approximately $748,000).
- 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 were 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 $748,000
invested in the Partnership. Also, at November 30, 1996, the
Company recorded approximately $212,000 equity in the income
of the Partnership, bringing the total investment in the
limited Partnership to approximately $947,000. The equity
method of accounting is used for accounting for the investment
in the Partnership. Also, the investment of $947,000 is after
the elimination of intercompany transactions. 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.
8. SUBSEQUENT EVENT:
On December 16, 1996, 75,000 warrants were issued to
Hugh Jones, a hotel acquisitions consultant for the Company.
Each warrant represents the right to purchase from the Company
one share of common stock at the exercise price of $3.50 per
share. The warrants may be exercised at any time within five
years from the date of issuance.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED NOVEMBER 30, 1996
COMPARED TO THREE MONTHS ENDED NOVEMBER 30, 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 November
30, 1996, there was approximately $110,000 of escrowed funds
related to this loan agreement.
During the first three months of fiscal year 1997,
the Company sold land in Florida and Texas for net proceeds of
approximately $1,220,000 and $432,000, respectively.
The Company signed a contract for the sale of a
parcel of land in Longwood, Florida for net proceeds of
approximately $300,000. The Company also signed a contract
for the sale of its land in Maitland, Florida for net proceeds
of approximately $1,300,000. The above sales are scheduled to
close in January and February, 1997, respectively, but both 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 partnership consists of six
hotel properties at November 30, 1996. The terms of this
partnership will serve as a guideline for other potential
acquisitions with the Investor or other investors.
Income and loss are allocated to the Company and the
limited partner based upon the formula for allocating
distributable cash as described below but subject to an annual
limitation which would result in no more than 88% of
partnership income or loss (as defined) being allocated to the
limited partner.
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 November 30, 1996, Ridgewood Hotels had contributed
approximately $748,000).
- 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 were 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 $748,000
invested in the Partnership. Also, at November 30, 1996, the
Company recorded approximately $212,000 equity in the income
of the Partnership, bringing the total investment in the
limited Partnership to approximately $947,000. 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 $1,079,000 for the three months ended November
30, 1996. During the three months ended November 30, 1995,
the Company had gains from real estate sales of approximately
$55,000. 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
increased approximately $116,000, or 22%, for the three
months ended November 30, 1996, compared to the three months
ended November 30, 1995 due to increased revenues at the
Company's hotel in Longwood, Florida.
Revenues from hotel management increased
approximately $196,000, or 338%, for the three months ended
November 30, 1996 compared to the three months ended November
30, 1995 due to the acquisition of hotels and a hotel
management company. In turn, expenses of hotel management
increased approximately $146,000, or 332%, for the three
months ended November 30, 1996 compared to the three months
ended November 30, 1995.
Operating expenses during the three months ended
November 30, 1996 increased $16,000, or 3%, compared to the
three months ended November 30, 1995 due to increased business
at the Company's hotel in Florida.
General, administration and other expenses increased
approximately $14,000, or 5%, for the three months ended
November 30, 1996 compared to the three months ended November
30, 1995 as a result of slightly increased overhead due to an
expanding business entity.
Business development expenses decreased
approximately $8,000, or 20%, for the three months ended
November 30, 1996 compared to the three months ended November
30, 1995 due to fewer overall expenses compared to the prior
year. However, the Company is continuing its aggressive
movement into the business of acquiring, developing, operating
and selling hotel properties throughout the country.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
A. Exhibits:
10 Warrants to Purchase Shares of Common
Stock of Ridgewood Properties, Inc.
issued to Hugh Jones on December 16,
1996
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 November 30, 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: __________________________
N. Russell Walden
President
By: __________________________
Karen S. Hughes
Vice President,
Chief Accounting Officer
Date: January 14, 1997