UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended March 31, 2011.
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT.
For the transition period from to
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Commission File No. -- 0-16335
Ridgefield Acquisition Corp.
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(Exact name of registrant as specified in its Charter)
Nevada 84-0922701
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432
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(Address of Principal Executive Office) (Zip Code)
(561) 362-5385
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(Registrant's telephone number including area code)
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 past 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.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
[X] Yes [ ] No
As of May 13, 2011 the issuer had 1,260,773 outstanding shares of common
stock.
RIDGEFIELD ACQUISITION CORP.
FORM 10-Q
Page
PART I FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Consolidated Balance Sheets as of March 31, 2011
(unaudited) and December 31, 2010 3
Consolidated Statements of Operations and Comprehensive
Income (Loss) for the Three Months Ended
March 31, 2011 and 2010 (unaudited) 4
Consolidated Statements of Cash Flows for the Three Months
Ended March 31, 2011 and 2010(unaudited) 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 4. Controls and Procedures 10
PART II OTHER INFORMATION 11
Item 1. Legal Proceedings 11
Item 5. Other Information 11
Item 6. Exhibits 11
SIGNATURES 13
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
2011 2010
(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 888,962 $ 889,887
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TOTAL ASSETS $ 888,962 $ 889,887
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 11,196 $ 946
Accrued income tax 13,411 13,411
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TOTAL CURRENT LIABILITIES 24,607 14,357
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STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized - 5,000,000 shares,
Issued - none -- --
Common stock, $.001 par value; authorized - 30,000,000 shares,
Issued and outstanding - 1,260,773 shares 1,261 1,261
Capital in excess of par value 2,272,883 2,272,883
Accumulated deficit (1,409,789) (1,398,614)
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TOTAL STOCKHOLDERS' EQUITY 864,355 875,530
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TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 888,962 $ 889,887
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See accompanying notes to consolidated financial statements.
3
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended
March 31,
2011 2010
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General and administrative expenses $ 12,226 $ 13,034
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TOTAL EXPENSES 12,226 13,034
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OTHER INCOME
Interest 1,051 144
Realized gain on investments -- 246,400
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TOTAL OTHER INCOME 1,051 246,544
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NET INCOME(LOSS) $ (11,175) $ 233,510
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OTHER COMPREHENSIVE LOSS
Unrealized loss
on securities -- (226,136)
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OTHER COMPREHENSIVE LOSS -- (226,136)
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COMPREHENSIVE INCOME $ (11,175) $ 7,374
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NET INCOME (LOSS) PER COMMON SHARE
Basic and Dilutive $ (.01) $ .19
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WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING
Basic and Dilutive 1,260,773 1,260,773
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See accompanying notes to consolidated financial statements
4
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31 March 31,
2011 2010
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CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(11,175) $ 233,510
Adjustment to reconcile net income (loss)
to net cash used in operating activities
Stock issued for professional services -- 9,000
Realized gain on sales of investments -- (246,400)
Changes in assets and liabilities
Increase (decrease) accounts payable and
accrued expenses 10,250 (7,502)
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Net Cash Used in Operating Activities (925) (11,392)
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CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of investments -- 446,781
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Net Cash Provided by Investing Activities -- 446,781
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (925) 435,389
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS 889,887 307,409
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CASH AND CASH EQUIVALENTS, END OF PERIODS $ 888,962 $ 742,798
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See accompanying notes to consolidated financial statements.
5
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Nature of Operations AND BASIS OF PRESENTATION
(A) Nature of Operations
Ridgefield Acquisition Corp. (the "Company") was incorporated under the laws of
the State of Colorado on October 13, 1983. Effective June 23, 2006, the Company
was reincorporated under the laws of the State of Nevada through the merger of
the Company with a wholly-owned subsidiary of the Company. Since July 2000, the
Company has suspended all operations, except for necessary administrative
matters.
The Company has no principal operations or revenue producing activities. The
Company is now pursuing an acquisition strategy whereby it is seeking to arrange
for a merger, acquisition or other business combination with a viable operating
entity.
(B) Basis of Presentation
The accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the United States Securities and
Exchange Commission for interim financial information.
The financial information as of December 31, 2010 is derived from the audited
financial statements presented in the Company's Annual Report on Form 10-K for
the years ended December 31, 2010 and 2009. The unaudited interim financial
statements should be read in conjunction with the Company's Annual Report on
Form 10-K, which contains the audited financial statements and notes thereto,
together with the Plan of Operations for the year ended December 31, 2010.
Certain information or footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been or omitted, pursuant to the rules and
regulations of the Securities and Exchange Commission for interim financial
reporting. Accordingly, they do not include all the information and footnotes
necessary for a comprehensive presentation of financial position, results of
operations, or cash flows. It is management's opinion, however, that all
material adjustments (consisting of normal recurring adjustments) have been made
which are necessary for a fair financial statement presentation. The interim
results for the three months ended March 31, 2011 are not necessarily indicative
of results for the full fiscal year.
6
RIDGEFIELD ACQUISITION CORP. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INCOME PER COMMON SHARE
Basic income (loss) per common share is calculated by dividing net income (loss)
by the weighted average number of common shares outstanding during the year.
Diluted income per common share is calculated by adjusting outstanding shares,
assuming conversion of all potentially dilutive convertible equity instruments
consisting of options. There is no difference in the calculation of basic and
diluted income per share for 2011 and 2010, respectively.
CASH EQUIVALENTS
The Company's cash exceeded the FDIC limit for cash held in banks at March 31,
2011 by approximately $595,000.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
NEW ACCOUNTING STANDARDS
There are no new accounting standards that are expected to have a significant
impact on the Company.
NOTE 2 - SUBSEQUENT EVENT
On May 4, 2011, the Company paid approximately $756,000 as a return of capital
distribution ($.60 a share) to its shareholders of record as of April 15, 2011.
7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward Looking Statements Disclosure
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This Quarterly Report on Form 10-Q contains certain statements that are not
historical facts, including, most importantly, information concerning possible
or assumed future results of operations of Ridgefield Acquisition Corp. (the
"Company") and statements preceded by, followed by or that include the words
"may," "believes," "expects," "anticipates," or the negation thereof, or similar
expressions, which constitute "forward-looking statements" within the meaning of
the Section 27A of the Securities Act of 1933 and Section 21E (the "Reform Act")
of the Securities Exchange Act of 1934 (the "Exchange Act"). For those
statements, the Company claims the protection of the safe harbor for
forward-looking statements contained in the Reform Act. These forward-looking
statements are based on the Company's current expectations and are susceptible
to a number of risks, uncertainties and other factors, including the risks
specifically enumerated in Company's Annual Report on Form 10-K for the year
ended December 31, 2010, and the Company's actual results, performance and
achievements may differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
Company will not undertake and specifically declines any obligation to publicly
release the result of any revisions, which may be made to any forward-looking
statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events. In
addition, it is the Company's policy generally not to make any specific
projections as to future earnings, and the Company does not endorse any
projections regarding future performance that may be made by third parties.
The following discussion and analysis provides information which the
Company's management believes to be relevant to an assessment and understanding
of the Company's results of operations and financial condition. This discussion
should be read together with the Company's financial statements and the notes to
financial statements, which are included in this report, as well as the
Company's Annual Report on Form 10-K for the year ended December 31, 2010.
Acquisition Strategy
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The Company's plan of operation is to arrange for a merger, acquisition,
business combination or other arrangement by and between the Company and a
viable operating entity. The Company has not identified a viable operating
entity for a merger, acquisition, business combination or other arrangement, and
there can be no assurance that the Company will ever successfully arrange for a
merger, acquisition, business combination or other arrangement by and between
the Company and a viable operating entity.
8
The Company anticipates that the selection of a business opportunity will
be a complex process and will involve a number of risks, because potentially
available business opportunities may occur in many different industries and may
be in various stages of development. Due in part to depressed economic
conditions in a number of geographic areas, rapid technological advances being
made in some industries and shortages of available capital, management believes
that there are numerous firms seeking either the limited additional capital
which the Company will have or the benefits of a publicly traded corporation, or
both. The perceived benefits of a publicly traded corporation may include
facilitating or improving the terms upon which additional equity financing may
be sought, providing liquidity for principal shareholders, creating a means for
providing incentive stock options or similar benefits to key employees,
providing liquidity for all shareholders and other factors.
In some cases, management of the Company will have the authority to effect
acquisitions without submitting the proposal to the shareholders for their
consideration. In some instances, however, the proposed participation in a
business opportunity may be submitted to the shareholders for their
consideration, either voluntarily by the Board of Directors to seek the
shareholders' advice and consent, or because of a requirement of state law to do
so.
In seeking to arrange a merger, acquisition, business combination or other
arrangement by and between the Company and a viable operating entity,
management's objective will be to obtain long-term capital appreciation for the
Company's shareholders. There can be no assurance that the Company will be able
to complete any merger, acquisition, business combination or other arrangement
by and between the Company and a viable operating entity.
The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.
Investment Strategy
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On August 25, 2003, the Board of Directors of the Company authorized the
Company to invest a portion of the Company's cash in marketable securities in an
effort to realize a greater rate of return than the Company had been earning in
light of historically low interest rates. The Board directed that management
maintain at least $40,000 of the Company's cash in a federally insured bank or
money market account. The Company presently does not hold any securities of any
publicly traded company.
At March 31, 2011 the Company did not hold any investment securities.
While the Company endeavors to invest in securities that have a potential
for gain, there can be no assurances that the Company will not suffer losses
based on its Investment Strategy.
9
Results of Operations
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For the three months ended March 31, 2011, the Company has not earned any
revenues, except for interest income of $1,051. For the same period, the Company
incurred general and administrative expenses of $12,226 resulting in a net loss
from operations equal to $11,175. General and administrative expenses for the
three months ended March 31, 2011 consisted of costs associated with maintaining
the Company's status as a public company including (without limitation) filing
reports with the Securities and Exchange Commission.
Liquidity and Capital Resources
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During the three months ended March 31, 2011, the Company satisfied its
working capital needs from cash on hand, cash generated from interest income and
sales of investments. As of March 31, 2011, the Company had cash and cash
equivalents on hand in the amount of $888,962.
The Company's future financial condition will be subject to: (1) its
ability to arrange for a merger, acquisition or a business combination with an
operating business on favorable terms that will result in profitability. There
can be no assurance that the Company will be able to do so or, if it is able to
do so, that the transaction will be on favorable terms not resulting in an
unreasonable amount of dilution to the Company's existing shareholders.
The Company may need additional funds in order to effectuate a merger,
acquisition or other arrangement by and between the Company and a viable
operating entity, although there is no assurance that the Company will be able
to obtain such additional funds, if needed. Even if the Company is able to
obtain additional funds there is no assurance that the Company will be able to
effectuate a merger, acquisition or other arrangement by and between the Company
and a viable operating entity.
Item 4. Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that
information required to be disclosed by us in reports we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and that such information is
accumulated and communicated to our principal executive officer to allow timely
decisions regarding required disclosure.
Evaluation of disclosure and controls and procedures.
As of the end of the period covered by this report, the Company carried out
an evaluation, under the supervision and with the participation of our Principal
Executive Officer, of the effectiveness of the design and operation of the
Company's Disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act). Based on the evaluation, the Company's
Principal Executive Officer has concluded that the Company's disclosure controls
and procedures are designed to provide reasonable assurance that information
required to be disclosed by the Company in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms and are operating in an
effective manner.
10
Changes in internal controls over financial reporting.
There have been no changes in Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
that occurred during Company's most recent quarter that has materially affected,
or is reasonably likely to materially affect, Company's internal control over
financial reporting.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there is
only reasonable assurance that the Company's controls will succeed in achieving
their stated goals under all potential future conditions.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
During the quarter ended March 31, 2011, the Company was not a party to any
material legal proceedings.
Item 5. Other Information.
Return on Capital Distribution
------------------------------
On March 21, 2011, the Board of Directors of the Company declared a return
on capital distribution of $0.60 per share to its shareholders.
Subsequent Event
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On May 4, 2011, the Company paid approximately $756,000 or $.60 a share, as
a return of capital distribution to its shareholders of record as of April 15,
2011.
Item 6. Exhibits
The following exhibits are hereby filed as part of this Quarterly Report on
Form 10-Q or incorporated herein by reference.
3.1 Articles of Incorporation, incorporated by reference to Registration
Statement No. 33-13074-D as Exhibit 3.1.
3.2 Amended Bylaws adopted June 1, 1987, incorporated by reference to
Annual Report on Form 10-K for the fiscal year ended December 31, 1987
as Exhibit 3.2.
3.4 Articles of Amendment to Restated Articles of Incorporation dated
March 7,1991. Incorporated by reference to Annual Report on Form 10-K
for fiscal year ended December 31, 1990 as Exhibit 3.4.
11
3.5 Articles of Amendment to Restated Articles of Incorporation dated
March 17, 1999, incorporated by reference to the Company's Current
Report on Form 8-K reporting an event of March 9, 1999.
3.6 Articles of Incorporation of Bio-Medical Automation, Inc. a Nevada
corporation, the Company's wholly owned subsidiary.
3.7 By-laws of Bio-Medical Automation, Inc. a Nevada corporation, the
Company's wholly owned subsidiary.
10.1 OEM Purchase Agreement dated January 15, 1990, between the Company and
Ariel Electronics, Inc. incorporated by reference to Annual Report on
Form 10-K for the fiscal year ended December 31, 1989 as Exhibit 10.1.
10.2 Form of Convertible Promissory Note, 12/30/93 Private Placement
incorporated by reference to Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1993 as Exhibit 10.2.
10.3 Form of Non-Convertible Promissory Note, 12/30/93 Private Placement
incorporated by reference to Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1993 as Exhibit 10.3.
10.4 Form of Note Purchaser Warrant Agreement and Warrant, 12/30/93 Private
Placement incorporated by reference to Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1993 as Exhibit 10.4.
10.5 Form of Promissory Note, April 1, 1996.
10.6 Form of Security Agreement, April 1, 1996.
10.7 Form of Common Stock Purchase Warrant, April 1, 1996.
10.8 Form of Promissory Note, July 1, 1996.
10.9 Form of April 1, 1996 Promissory Note Extension, October 17, 1996.
10.10 Form of Common Stock Purchase Warrant, October 10, 1996.
10.11 Asset Purchase Agreement with JOT incorporated by reference to Form
8-K reporting an event of November 4, 1998, and amendment thereto
incorporated by reference to Form 8-K reporting an event of December
15, 1998.
10.12 Stock Purchase Agreement, between Bio-Medical Automation, Inc. and
Steven N. Bronson, incorporated by reference to the Current Report on
Form 8-K filed on April 6, 2000.
10.13 Employment Agreement between Bio-Medical Automation, Inc. and Steven
N. Bronson, dated as of March 24, 2001, incorporated by reference to
Quarterly Report on Form 10-QSB for the quarter ended March 31, 2001.
10.14 Mergers and Acquisitions Advisory Agreement, dated as of November 13,
2001, between Bio-Medical Automation, Inc. and Catalyst Financial LLC
incorporated by reference to the Annual Report on Form 10-KSB for the
year ended December 31, 2001.
12
10.15 Mergers and Acquisitions Advisory Agreement, dated as of April 1,
2005, between Ridgefield Acquisition Corp. and Catalyst Financial LLC.
10.16 Appointment of Atlas Stock Transfer Agent Corporation as the transfer
Agent for Ridgefield Acquisition Corp.
10.17 Employment Agreement between Ridgefield Acquisition Corp. and Steven
N. Bronson, dated as of March 28, 2006.
10.18 Addendum, dated as of February 1, 2006, to Mergers and Acquisitions
Advisory Agreement, dated as of April 1, 2005, between Ridgefield
Acquisition Corp. and Catalyst Financial LLC.
14 Code of Ethics
31* President's Written Certification Of Financial Statements Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
32* President's Written Certification Of Financial Statements Pursuant to
18 U.S.C. Statute 1350.
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* Filed herewith
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 16, 2011
RIDGEFIELD ACQUSITION CORP.
By: /s/ Steven N. Bronson
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Steven N. Bronson, President
(Principle Executive Officer),
as Registrant's duly authorized
officer
13
EXHIBIT INDEX
The following Exhibits are filed herewith:
Exhibit
Number Description of Document
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31 President's Statement Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32 President's Written Certification Of Financial Statements Pursuant
to 18 U.S.C. Statute 1350.