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 June 30, 2002
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 Hotels, 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.)
100 Rue Charlemagne
Braselton, Georgia 30517
(Address of principal executive offices) (Zip Code)
(678) 425-0900
(Registrant's telephone number, including area code)
1106 Highway 124, Hoschton, Georgia 30548
(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 |_| No |X|
Common stock, par value $.01 per share - 2,513,480 shares outstanding at March
31, 2003.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
Certain statements included in this document are forward-looking, such as
statements relating to estimates of operating and capital expenditure
requirements, future revenue and operating income, and cash flow and liquidity.
Such forward-looking statements are based on the Company's current expectations,
estimates and projections about the Company's industry, Management's beliefs and
certain assumptions made by the Company, and are subject to number of risks and
uncertainties that could cause actual results in the future to differ
significantly from results expressed or implied in any such forward-looking
statements. These risks and uncertainties include, but are not limited to,
uncertainties relating to economic and business conditions, governmental and
regulatory policies, and the competitive environment in which the Company
operates. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "may," "will," or similar expressions are intended to identify
forward-looking statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. Such statements are not guarantees of future performance and are
subject to the risks and uncertainties referred to above. Therefore, the
Company's actual results could differ materially and adversely from those
expressed in any forward-looking statements as a result of various factors. The
Company undertakes no obligation to revise or update publicly any
forward-looking statements for any reason. The information contained in this
document is not a complete description of the Company's business or the risks
associated with an investment in the Company's common stock. The Company urges
you to carefully review and consider the various disclosures made in this report
and in the Company's other reports filed with the Securities and Exchange
Commission.
1
RIDGEWOOD HOTELS, INC.
Index to Quarterly Report on Form 10-Q
For the Quarter Ended June 30, 2002
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements Page
Condensed Consolidated Balance Sheets as of June 30, 2002
and March 31, 2002 .......................................... 3
Condensed Consolidated Statements of Operations for the Three
Months Ended June 30, 2002 and 2001 ......................... 5
Condensed Consolidated Statements of Cash Flows for the Three
Months Ended June 30, 2002 and 2001 ......................... 6
Notes to Consolidated Financial Statements .................. 7
Item 2 Managements' Discussion and Analysis of Financial
Condition and Results of Operations ......................... 15
Item 3 Quantitative and Qualitative Disclosures About Market Risk .. 20
PART II - OTHER INFORMATION
Item 1 Legal Proceedings ........................................... 21
Item 3 Default Upon Senior Securities .............................. 21
Item 6 Exhibits and Reports on Form 8-K ............................ 21
Signatures .......................................................... 22
Certifications ...................................................... 23
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RIDGEWOOD HOTELS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND MARCH 31, 2002
($000's omitted, except share and per share data)
(Unaudited)
June 30, 2002 March 31, 2002
Assets: ------------- --------------
Current assets:
Cash and cash equivalents $ 1,201 $ 1,150
Receivables from affiliates 308 156
Other operating receivables, net of allowance for doubtful
accounts of $128 and $154, respectively 552 553
Other current assets 546 829
------- -------
Total current assets 2,607 2,688
Real estate investments:
Real estate properties
Operating properties, net of accumulated
depreciation of $1,015 and $820, respectively 20,109 20,058
Land held for sale (Note 3) 1,298 1,365
Investment in unconsolidated entities, net of allowance for
possible losses of $3,200 -- --
------- -------
Total real estate investments, net 21,407 21,423
Management contracts, net of accumulated amortization of $907
and $807, respectively 1,092 1,192
Other assets, net of accumulated depreciation of $223 and $130,
respectively 327 289
------- -------
$25,433 $25,592
======= =======
(continued)
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
RIDGEWOOD HOTELS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2002 AND MARCH 31, 2002
($000's omitted, except share and per share data)
(Unaudited)
June 30, 2002 March 31, 2002
------------- ---------------
Liabilities:
Current liabilities:
Current maturities of long-term debt $ 2,257 $ 2,257
Accounts payable 530 330
Payables to affiliates 40 25
Accrued salaries, bonuses and other compensation 264 251
Accrued legal and audit expense 123 160
Lease commitment for vacated office -- 26
Accrued interest and other liabilities 487 552
Liabilities of land held for sale (Note 3) 28 40
---------------------------
Total current liabilities 3,729 3,641
Accrued pension liability 845 845
Long-term debt (Note 5) 20,589 20,674
---------------------------
Total liabilities 25,163 25,160
---------------------------
Shareholders' investment: (Note 6)
Series A convertible cumulative preferred
stock, $1 par value, 1,000,000 shares authorized, 450,000
shares issued and outstanding (liquidation preference of
$4,800 and $4,710, respectively) 450 450
Common stock, $0.01 par value, 5,000,000 shares authorized,
2,513,480 shares issued and outstanding 25 25
Paid-in surplus 17,671 17,671
Accumulated deficit (17,876) (17,714)
---------------------------
Total shareholders' investment 270 432
---------------------------
$ 25,433 $ 25,592
===========================
The accompanying notes are an integral part of the condensed consolidated
financial statements.
4
RIDGEWOOD HOTELS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
($000's omitted, except share and per share data)
For the Three Months
Ended
-----------------------------
June 30, June 30,
2002 2001
(Unaudited) (Unaudited)
-----------------------------
Revenues:
Revenues from wholly-
owned hotel operations $ 2,114 $ 2,279
Revenues from hotel management-
Related party 285 219
Other 32 167
Sales of real estate property 50 --
Equity in net income
of unconsolidated entities 63 63
Interest income 5 6
Other -- 4
-------------------------
2,549 2,738
Costs and expenses:
Expenses of wholly-
owned real estate properties 1,433 1,432
Costs of real estate sold -- 6
Depreciation and amortization 388 349
Interest expense 507 490
General, administrative
and other 316 555
Impairment loss of land held for sale 67 --
-------------------------
2,711 2,832
-------------------------
Loss before income taxes (162) (94)
Income taxes -- --
-------------------------
Net loss (162) (94)
Unaccrued preferred dividends (90) (90)
-------------------------
Net loss applicable to
common shareholders $ (252) $ (184)
-------------------------
Basic and diluted loss per common share $ (0.10) $ (0.07)
=========================
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
RIDGEWOOD HOTELS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
($000's omitted)
For the Three Months Ended
-----------------------------
June 30, June 30,
2002 2001
(Unaudited) (Unaudited)
-----------------------------
Cash flows from operating activities:
Net loss $ (162) $ (94)
Adjustments to reconcile net loss to net
cash provided from operating activities:
Depreciation and amortization 388 349
Provision for doubtful accounts 41 --
(Gain) loss from sale of real estate properties (50) 6
Increase in receivables from affiliates (152) (49)
Decrease in other receivables 27 --
Increase in payables to affiliates 40 90
Decrease (increase) in other assets 166 (223)
Increase in accounts payable and accrued
liabilities 47 109
-------------------------
Total adjustments 507 282
-------------------------
Net cash provided by operating activities 345 188
-------------------------
Cash flows (used in) provided by investing activities:
Consolidation of hotel, net of cash consolidated -- 128
Proceeds from sale of real estate 50 250
Additions to real estate properties (259) (10)
-------------------------
Net cash (used in) provided by investing activities (209) 368
-------------------------
Cash flows used in financing activities:
Repayments of debt (85) (139)
-------------------------
Net cash used in financing activities (85) (139)
-------------------------
Net increase in cash and cash equivalents 51 417
Cash and cash equivalents at beginning of period 1,150 1,478
-------------------------
Cash and cash equivalents at end of period $ 1,201 $ 1,895
=========================
The accompanying notes are an integral part of these condensed consolidated
financial statements
6
RIDGEWOOD HOTELS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2002 AND 2001
(Unaudited)
1. BASIS OF PRESENTATION:
The accompanying condensed consolidated financial statements are unaudited
and should be read in conjunction with condensed Ridgewood Hotel, Inc.'s (the
"Company" or "Ridgewood") Annual Report on Form 10K for the fiscal year ended
March 31, 2002. The consolidated financial statements include the accounts of
the Company, the Holiday Inn located in Louisville, Kentucky (the "Louisville
Hotel"), which is owned through the Company's wholly-owned subsidiary, RW
Louisville Hotel Associates, LLC ("Associates"), and Louisville Hotel, LLC
("LLC"). 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 flows for the interim periods covered by this report. The
results of operations for the interim periods presented are not necessarily
indicative of the results to be expected for the fiscal year ended March 31,
2003.
2. RECENT ACCOUNTING PRONOUNCEMENTS:
In August 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for
Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supercedes SFAS No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. SFAS No. 144 addresses the treatment of assets held
for sale or to be otherwise disposed of, the evaluation of impairment for
long-lived assets, and the reporting of discontinued operations. The Company
adopted SFAS No. 144 effective beginning April 1, 2002. The adoption of this
standard did not have a significant impact on the Company's financial position
or cash flows. Beginning April 1, 2002, the Company began reporting any gains or
losses recognized on any sale of its real estate properties in discontinued
operations, and the results of operations of any operating property classified
as held for sale will be reported in discontinued operations.
In April 2002, SFAS No. 145, Rescission of FASB Statements No. 4, 44, and
64, Amendment of FASB Statement No. 13, and Technical Corrections, was issued.
This Statement rescinds FASB Statement No. 4, Reporting Gains and Losses from
Extinguishment of Debt, and an amendment of that Statement, FASB Statement No.
64, Extinguishments of Debt Made to Satisfy Sinking-Fund requirements. This
Statement also rescinds FASB Statement No. 44, Accounting for Intangible Assets
of Motor Carriers. This Statement amends FASB Statement No. 13, Accounting for
Leases, to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have
7
economic effects that are similar to sale-leaseback transactions. This Statement
also amends other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability under
changed conditions. The adoption of SFAS No. 145 had no effect on the financial
position and results of operations of the Company.
In December 2002, SFAS 148, Accounting for Stock-Based Compensations -
Transition and Disclosure, was issued which is an amendment of SFAS 123,
Accounting for Stock-Based Compensation. This statement amends SFAS No. 123 to
provide alternative methods of transition for an entity that voluntarily changes
to the fair value based method of accounting for stock-based employee
compensation. It also amends the disclosure provisions of that statement to
require prominent disclosure about the effects on reported net income of an
entity's accounting policy decisions with respect to stock-based employee
compensation. The adoption of SFAS 148 had no effect on the Company's financial
statements.
In November 2002, the FASB issued FASB Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others an Interpretation of SFAS No. 5, 57, and
107, and recession of FASB Interpretation No. 34. The interpretation elaborates
on the disclosures to be made by a guarantor in its financial statements. It
also requires a guarantor to recognize a liability for the fair value of the
obligation undertaken in issuing the guarantee at the inception of a guarantee.
Management does not expect the adoption of this interpretation to have a
significant effect on the financial position and results of operations of the
Company.
In January 2003, the FASB issued FIN No. 46, Consolidation of Variable
Interest Entities. FIN No. 46 clarifies the application of Accounting Research
Bulletin ("ARB") No. 51, Consolidated Financial Statements, to certain entities
in which equity investors do not have characteristics of controlling financial
interest or do not have sufficient equity at risk for the entity to finance its
activities without additional subordinated financial support from other parties.
The application of the majority voting interest requirement in ARB 51 to certain
types of entities may not identify the party with a controlling financial
interest because the controlling financial interest may be achieved through
arrangements that do not involve a controlling interest. FIN No. 46 applies
immediately to variable interest entities created after January 31, 2003 and to
fiscal years beginning after June 15, 2003 for variable interest entities
acquired before February 1, 2003. Management does not expect the adoption of FIN
No. 46 to have a significant impact on the Company's financial statements.
3. LAND HELD FOR SALE
The Company has determined that the undeveloped land in Fairfield Hills,
Ohio; Dallas, Texas; Longwood, Florida; and, Phoenix, Arizona, meets the
criteria of a qualifying disposition in accordance with SFAS No. 144. The
Company has reclassed the carrying amount of the land to land held for sale in
the accompanying balance sheets.
8
In February 2003, the land in Fairfield Hills, Ohio and Phoenix, Arizona was
transferred as part of a debt refinancing described in Note 9. The land located
in Dallas, Texas and Longwood, Florida is expected to be sold during fiscal
2004.
The following condensed table summarizes the liabilities directly related
to the land held for sale as of June 30, 2002 and 2001:
June 30, 2002 June 30, 2001
------------- -------------
Accrued interest and other liabilities $40,379 $27,751
============================
4. RELATED PARTY TRANSACTIONS
The Company is party to management agreements with Fountainhead
Development Corporation ("Fountainhead"), beneficial owner with 78 percent
ownership of the Company, to provide management services at Chateau Elan Georgia
("Chateau Elan"), Chateau Elan Sebring ("Sebring") and St. Andrews Bay Scotland
("St. Andrews"). For the three months ended June 30, 2002, the Company earned
management fees of approximately $195,000, $17,000, $66,000 and $7,000 for
Chateau Elan, Sebring, St. Andrews, and Lodge at Chateau Elan respectively.
Management fees for the three months ended June 30, 2001, were approximately
$183,000, $15,000, $16,000 and $5,000 for Chateau Elan, Sebring, St. Andrews and
the Lodge at Chateau Elan ("Lodge") respectively. Management fees earned from
Fountainhead represent 88 percent and 56 percent of the total management fee
revenue for the three months ended June 30, 2002 and 2001.
In October 2002, the Company amended the terms of the management
agreements between the Company and Fountainhead for the management of St.
Andrews and Sebring. In exchange for five year agreements, the Company agreed to
pay Fountainhead $575,000. Fountainhead was paid $400,000 in cash and the
remaining sum of $175,000 will be deducted from future monthly fees due to the
Company for the management of the St. Andrews property. The amount due of
$175,000 is included as a reduction of accounts receivable at December 31, 2002.
The Company also manages the Lodge, a hotel owned by the Company's Chief
Executive Officer and President. The Company received management fees of
approximately $7,000 and $5,000 from the Lodge for the three months ended June
30, 2002 and 2001, respectively.
In the normal course of its business of managing hotels, the Company may
incur various expenses on behalf of Fountainhead or its subsidiaries that the
Company pays and is reimbursed by Fountainhead. As of June 30, 2002 and March
31, 2002, Fountainhead owed the Company approximately $308,000 and $451,000,
respectively, for unpaid management fees and expenses, which represents 41% and
51%, respectively, of the Company's total receivables as of June 30, 2002 and
March 31, 2002.
9
The Company utilizes Chateau Elan's Human Resource Director ("HR
Director") on a part-time basis. In connection with the services provided by
Chateau Elan's HR Director, the Company was charged approximately $18,000 and
$10,000, for the three months ended June 30, 2002 and 2001, respectively.
The Company's Director of Marketing and former Director of Accounting and
Finance provide services to Chateau Elan. For the three months ended June 30,
2002 and 2001, Chateau Elan reimbursed the Company approximately $27,000 and
$-0-, respectively, for such services.
5. LONG TERM DEBT
On September 30, 1999, the Company entered into three promissory notes with
Louisville Hotel, LP ("LLP") in order to purchase additional equity in LLC. A
promissory note for $1,333,000 is secured by the Company's ownership interest in
LLC. The two other promissory notes are for $300,000 each, with one secured by
the land in Phoenix, Arizona and the other secured by the land in Longwood,
Florida (collectively, the "Notes"). The total carrying value of the assets
pledged as collateral is approximately $620,000 as of June 30, 2002 and March
31, 2002, respectively. The three promissory notes are cross-defaulted, bear
interest at 13%, matured on September 30, 2002 and are non-recourse to the
Company (see Note 7). Interest expense for the three months ended June 30, 2002
and 2001 was approximately $63,000 and $63,000, respectively. The Notes were
refinanced on February 12, 2003 as described in Note 9.
On May 21, 1998, Associates, entered into a loan agreement to purchase the
Louisville Hotel. The loan proceeds were $18,500,000, and the Hotel serves as
collateral for the loan. The loan is for a term of 25 years at a fixed rate of
7.39%. As of June 30, 2002 and March 31, 2002, the balance of the loan was
approximately $17,400,000 and $17,501,000, respectively. Interest expense for
the three months ended June 30, 2002 and 2001 was approximately $444,000 and
$318,000, respectively.
On June 2, 1998, Associates entered into a note with LLC in the amount of
$3,623,690. The note is secured by the ownership interest in Associates and has
a term of ten years at a fixed rate of 13%. As of June 30, 2002 and March 31,
2002, the balance of the note was approximately $3,483,000 and $3,496,000,
respectively. Interest expense for the three months ended June 30, 2002 and 2001
was approximately $63,000 and $109,000, respectively.
6. SHAREHOLDERS' INVESTMENT:
As of June 30, 2002 there are $1,200,000 of preferred stock dividends in
arrears and due to Fountainhead.
For the Three Months
Ended
--------------------------
June 30, June 30,
2002 2001
(Unaudited) (Unaudited)
--------------------------
Net loss (162,000) (94,000)
Less undeclared preferred
dividends (90,000) (90,000)
--------------------------
Net loss applicable to
common shareholders $ (252,000) $ (184,000)
Weighted average shares outstanding- basic $ 2,513,000 $ 2,513,000
==========================
Basic and diluted loss per common share $ (0.10) $ (0.07)
==========================
10
7. COMMITMENTS AND CONTINGENCIES:
The Company is nominal defendant in an action in the Court of Chancery of
the State of Delaware titled the William N. Strassburger v. Michael M. Earley,
Luther A. Henderson, John C. Stiska, N. Russell Walden, and Triton Group, Ltd.,
defendants, and Ridgewood Properties, Inc. (now known as Ridgewood Hotels,
Inc.), nominal defendant, C.A. No. 14267 (the "Chancery Court Action"). The
Chancery Court Action challenges the actions of the Company and its directors in
consummating the Company's August 1994 repurchases of its common stock held by
Triton Group, Ltd. In February 1999. On January 24, 2000, the Court found in
favor of the plaintiff and against three of the four individual
director-defendants (Messrs. Walden, Stiska and Earley). The Court held that the
repurchase transactions being challenged were unlawful under Delaware law but
determined that further proceedings would be necessary to determine the
appropriate remedy. In January 2002, the Court held an evidentiary hearing with
respect to remaining damages issues. The court has not issued a ruling. In March
2003 the parties entered into a Stipulation of Settlement agreeing to settle the
Chancery Court Action, subject to Court approval. The Stipulation of Settlement
is described in Note 9.
Associates is a licensee under a franchise agreement with Holiday Inn (the
"Franchise Agreement"). The Company has guaranteed Associates obligations under
the Franchise Agreement. In the event that the Franchise Agreement is terminated
as a result of a breach of the Franchise Agreement by Associates, Associates
would be subject to liquidated damages under the Franchise Agreement equal to
approximately 21 times the monthly franchise fees payable pursuant to the
Franchise Agreement. The current monthly franchise fees are approximately
$32,000.
In conjunction with the Franchise Agreement, Associates is subject to a
Property Improvement Plan ("the Plan"). Under the Plan, Associates was required
to make approximately $1,200,000 of improvements to the Louisville Hotel by
December 31, 2002, as well as meet certain interim milestones. As of June 30,
2002, Associates has spent approximately $820,000 on improvements and has
approximately $120,000 in escrow to spend on improvements. The Company has
received an extension to May 1, 2004 for completion of the Property Improvement
Plan and the funding by Associates should be sufficient for it's completion.
11
Pursuant to the Operating Agreement of LLC, the Company was obligated to
purchase LLP's interest in LLC (the "Purchase Obligation") for an amount equal
to LLP's capital contribution to LLC, plus LLP's accrued but unpaid preferred
return plus the residual value, if any, of LLP's interest (i.e. the amount that
would be distributed to LLP if the hotel was sold for fair market value and the
proceeds distributed pursuant to the LLC Operating Agreement.) On February 12,
2003 the LLC Operating Agreement was amended to extend the Purchase Obligation
to February 2006. See Note 9.
8. GOING CONCERN CONSIDERATIONS
The Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a going concern.
The Company is continuing its efforts to return to profitability by continuing
(i) to seek new opportunities to manage resort properties, (ii) to take steps to
reduce costs (including administrative costs) and (iii) its efforts to increase
the revenue at existing properties managed by the Company.
In the event the Company is unable to return to profitability, it may be
unable to satisfy its obligations and will consider all available alternatives
including the possibility of selling the Company assets.
9. SUBSEQUENT EVENT
On August 8, 2002, the Company entered into a management agreement with
Fountainhead to perform management services at Diablo Grande Resort located in
Patterson, California, one of Fountainhead's properties, for a period of five
years beginning on September 1, 2002. In consideration of the management
agreement, the Company paid Fountainhead $250,000.
12
In the management agreement, Fountainhead agreed to pay the Company a base
management fee equal to 2.5% of the gross revenues of the properties being
managed. The management agreement has a term of five years but is terminable by
Fountainhead. If the management agreement is terminated by Fountainhead, then
Fountainhead must refund the Company the $250,000 consideration as follows:
within the first year- $250,000; after one year- $225,000; after two years-
$200,000; after three years- $150,000; after four years- $125,000 and after five
years, $100,000. The agreement automatically extends for six month increments
from September 1, 2007, unless terminated by either party prior to such
extension.
In October 2002 the Company amended the terms of the management agreements
between the Company and Fountainhead for the management of St. Andrews and
Sebring. In exchange for five year agreements, the Company agreed to pay
Fountainhead $575,000. Fountainhead was paid $400,000 in cash and the remaining
sum of $175,000 will be deducted from the monthly fees due to the Company for
the management of the St. Andrews property.
On February 12, 2003 the Company completed the following transactions with
LLP. First, the Company made a $700,000 principal payment on the Notes (see Note
5) by (a) paying $200,000 in cash; (b) conveying to an affiliate of LLP title to
the Company's undeveloped land in Ohio in return for a $200,000 reduction in the
principal of the Notes and (c) conveying to an affiliate of LLP title to the
Company's undeveloped land in Arizona in return for a $300,000 reduction in the
principal of the Notes (the Company was released from portion of the Notes
secured by the Arizona land.) Second, the Company and LLP amended the terms of
the Notes (other than the portion of the Notes secured by the land in Longwood,
Florida (the "Florida Note")) by reducing the interest rate from 13% to 10% and
extending the maturity date until February 2006. Third, the Company and LLP
amended the Florida Note by: (a) reducing the interest rate from 13% to 10%; (b)
extending the maturity date such that principal is due and payable in quarterly
installments of $50,000 with the first installment due on July 1, 2004; (c)
providing that interest only shall be payable in monthly installments until the
date on which the final principal payment is paid and (d) providing that if the
Company establishes legal access to its Florida land at any time prior to July
1, 2004, then the Company shall, at its option, either (1) pay an amount equal
to all remaining outstanding principal and interest or (2) convey title to the
land in Longwood to LLP as payment in full of the $300,000 Florida Note. Fourth,
the Company and LLP amended the LLC Operating Agreement to (a) extend the
Purchase Obligation until February 12, 2006, (b) reduce the rate of preferred
return from 13% to 10% and (c) provide the Company with the option to extend the
Purchase Obligation until February 12, 2007 if the Company has made a partial
payment of no less than $1,000,000 towards the Purchase Obligation before
February 12, 2006. As a result of these transactions, the remaining principal
amount due on the Notes is $1,233,000.
The Company recognized a loss of $67,000 on the Arizona and Ohio land
transferred in conjunction with the debt reduction above.
13
In March 2003, the parties to the Chancery Court Action entered into a
Stipulation of Settlement (the "Settlement") pursuant to which the parties have
agreed to settle the Chancery Court Actions. On March 24, 2003, the Settlement
was submitted to the Court for approval. The Court has set a hearing date of May
20, 2003 to determine whether the Settlement should be approved. The principal
terms of the Settlement provide that, if the Settlement is approved by the Court
and such approval becomes Final (as determined in the Settlement):
(i) Certain of the defendants will pay to Ridgewood the aggregate amount
of $1,770,000. Ridgewood has agreed to use $1,645,000 of such funds
to make an offer to acquire the shares of Ridgewood's common stock
held by its Minority Stockholders (as such term is defined in the
Settlement). The defendants in the Chancery Court Action and
Ridgewood's majority stockholder, Fountainhead Development, LLC,
have agreed that the shares of Ridgewood's common stock held by them
will not participate in the offer. As a result, it is estimated that
the holders of up to approximately 790,457 shares of Ridgewood's
common stock may be eligible to participate in the offer, which
would result in an offer of approximately $2.08 per share for such
shares.
(ii) All of the shares of Ridgewood' Series A Convertible Preferred Stock
will be cancelled in exchange for 1,350,000 shares of Ridgewood's
common stock (which will not be eligible to participate in the offer
described above) and Ridgewood's obligation to pay any accrued but
unpaid dividends with respect to such preferred stock will be
eliminated.
(iii) Defendant Walden will transfer his 32,000 shares of Ridgewood's
common stock to Ridgewood.
(iv) The Action will be dismissed and the defendants will be released
from any claims relating hereto.
In addition, certain of the defendants have agreed to pay the attorney's fees
and expenses of the plaintiff's counsel up to $1,825,000, if such fees and
expenses are approved by the Court. Under the term of the Settlement, Ridgewood
is not obligated to pay any of the plaintiff's attorney's fees or expenses.
There can be no assurance that the Settlement will be approved by the Court or,
if approved by the Court, when such approval will become Final and when any
offer will be made to the Minority Shareholders pursuant to the Settlement. If
the Settlement is not approved by the Court, then it will be of no further
effect, the offer will not be made to the Minority Shareholders and the Action
will continue to be pending.
14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information that management
believes is relevant to an assessment and understanding of the consolidated
results of operations and financial condition of Ridgewood Hotels, Inc. and its
subsidiaries (collectively, the "Company"). The discussion should be read in
conjunction with the Company's condensed consolidated financial statements for
the three months ended June 30, 2002.
OVERVIEW
Ridgewood Hotels, Inc., a Delaware corporation (the "Company"), is
primarily engaged in the hotel management business. The Company currently
manages six mid-scale to luxury hotels containing 1086 rooms located in three
states and Scotland, including the Chateau Elan Winery & Resort in Braselton,
Georgia ("Chateau Elan") and the St. Andrews Bay Golf Resort & Spa in St.
Andrews, Scotland ("St. Andrews"). The Company also owns one hotel that it
manages and owns undeveloped land that is held for sale.
CRITICAL ACCOUNTING POLICIES
Some of our critical accounting policies require the use of judgement in
their application or require estimates of inherently uncertain matters. Although
our accounting policies are in compliance with accounting principles generally
accepted in the United States of America, a change in the facts and
circumstances of the underlying transactions could significantly change the
application of the accounting policies and the resulting financial statement
impact. Listed below are those policies that we believe are critical and require
the use of complex judgement in their application.
Management Contracts
Management Contracts are recorded at their estimated fair value at the
date of acquisition and are amortized over the life of the contract. Fair value
is determined based upon an analysis of discounted expected future cash flows
from the management contract.
Impairment of Long Lived Assets
The carrying value of the Company's hotels and other long-lived assets are
reviewed for impairment if any facts and circumstances suggest their
recoverability may have been impaired. Impairment is determined by calculating
the sum of the estimated undiscounted future cash flows, including the projected
undiscounted future net proceeds from the sale of the hotel or other long-lived
asset. In the event such sum is less than the depreciated cost of the hotel or
other long-lived asset, the hotel or other long-lived asset is written down to
its estimated fair market value.
15
Asset Held for Sale
Long-lived assets that meet the criteria of a qualifying disposition in
accordance with Statement of Financial Accounting Standard No. 144, Accounting
for the Impairment of Long-Lived Assets in to Disposed of, are classified
separately in the Company's balance sheet and are carried at fair value less
costs to sell. The Company currently holds undeveloped land that is expected to
be sold during fiscal 2004, as described in Note 3 to the condensed consolidated
financial statements.
RESULTS OF OPERATIONS --
Comparison of the three months ended June 30, 2002 to the three months ended
June 30, 2001
Revenues
Revenues from wholly owned hotel operations decreased approximately
$165,000, or 7% for the three months ended June 30, 2002 compared to the three
months ended June 30, 2001. The decrease for the three months ended June 30,
2002 compared to June 30, 2001 was due to lower occupancy and a lower average
daily room rate at the hotel in Louisville, Kentucky.
Revenues from hotel management are generally based on agreements which
provide monthly base management fees, accounting fees, and periodic incentive
fees. The base management fees are typically a percentage of total revenue for a
managed property, while incentive fees are typically based on net income and/or
ownership returns on investment for the managed property. Accounting fees are
fixed monthly fees charged to hotels which utilize centralized accounting
services provided by the Company. Revenues from hotel management decreased
approximately $69,000, or 18% for the three months ended June 30, 2002 compared
to the three months ended June 30, 2001. Revenues from hotel management
decreased as a result of the Company managing nine fewer properties in the three
months ended June 30, 2002 compared to the three months ended June 30, 2001.
For the three months ended June 30, 2002, the Company earned management
fees of approximately $195,000, $17,000, $66,000, and $7,000 for Chateau Elan,
Sebring, St. Andrews, and the Lodge at Chateau Elan respectively. Management
fees for the three months ended June 30, 2001, were approximately $183,000,
$15,000, $16,000 and $5,000, for Chateau Elan, Sebring, St. Andrews and the
Lodge at Chateau Elan respectively. Management fees earned from Fountainhead
represent 88 percent and 56 percent of the total management fee revenue for the
three months ended June 30, 2002 and 2001.
The Company's management agreements with respect to two properties which
the Company derived approximately $15,000 and $38,000, respectively, of base
management revenues during the three months ended June 30, 2002 and 2001 have
been terminated as follows: a 117 room hotel in Athens, Georgia and a 60 room
hotel in Lavonia, Georgia,
16
Equity in net income of unconsolidated entities of $63,000 and $63,000 for
the three months ended June 30, 2002 and 2001, respectively, was received from
Louisville Hotel, LLC ("LLC"). This equity is offset, on a dollar for dollar
basis, by interest accrued on notes outstanding with Louisville Hotel, LP, and
is recorded as interest expense.
Expenses
Expenses of wholly-owned real estate increased approximately $1,000, or
less than 1%, for the three months ended June 30, 2002 compared to the three
months ended June 30, 2001. The increases were due to normal fluctuations in
operating expenses at the hotel in Louisville, Kentucky.
Depreciation and amortization expense increased approximately $39,000, or
11%, for the three months ended June 30, 2002 compared to the three months ended
June 30, 2001. The increases were primarily due to the reclassification of
certain land costs to depreciable assets at the hotel in Louisville, Kentucky.
Interest expense increased approximately $17,000, or 3% for the three
months ended June 30, 2002 compared to the three months ended June 30, 2001. The
increase was due to the principal increasing on the promissory note with LLC.
General, administration and other expenses decreased approximately
$239,000, or 43% for the three months ended June 30, 2002 compared to the three
months ended June 30, 2001. The decrease was due to the Company's continuing
overall efforts to manage overhead costs closely. The Company has also
eliminated several staff positions and decreased or eliminated various other
costs in conjunction with managing fewer hotels.
LIQUIDITY AND CAPITAL RESOURCES -
Fountainhead Transactions-
The Company's management continues to seek new hotel management
opportunities, including possible opportunities to manage other properties being
developed by Fountainhead. The Company intends to seek management opportunities
with other Fountainhead properties; however, Fountainhead has no obligation to
enter into further management relationships with the Company, and there can be
no assurance that the Company will manage any Fountainhead properties in the
future.
On August 8, 2002, the Company entered into a management agreement with
Fountainhead to perform management services at Diablo Grande Resort located in
Patterson, California, one of Fountainhead's properties, for a period of five
years beginning on September 1, 2002. In consideration of the management
agreement, the Company paid Fountainhead $250,000. In the management agreement,
Fountainhead agreed to pay the Company a base management fee equal to 2.5% of
the gross revenues
17
of the properties being managed. The management agreement has a term of five
years but is terminable by Fountainhead. If the management agreement is
terminated by Fountainhead, then Fountainhead must refund the Company the
$250,000 consideration as follows: within the first year- $250,000; after one
year- $225,000; after two years- $200,000; after three years- $150,000; after
four years- $125,000 and after five years, $100,000. The agreement automatically
extends for six month increments from September 1, 2007, unless terminated by
either party prior to such extension.
In October 2002 the Company amended the terms of the management agreements
between the Company and Fountainhead for the management of St. Andrews and
Sebring. In exchange for five year agreements, the Company agreed to pay
Fountainhead $575,000. Fountainhead was paid $400,000 in cash and the remaining
sum of $175,000 will be deducted from the monthly fees due to the Company for
the management of the St. Andrews property.
Louisville Hotel
On February 12, 2003 the Company completed the following transactions with
Louisville Hotel, LP ("LLP"). First, the Company made a $700,000 principal
payment on the Notes (see Notes) by (a) paying $200,000 in cash; (b) conveying
to an affiliate of LLP title to the Company's undeveloped land in Ohio in return
for a $200,000 reduction in the principal of the Notes and (c) conveying to an
affiliate of LLP title to the Company's undeveloped land in Arizona in return
for a $300,000 reduction in the principal of the Notes (the Company was released
from portion of the Notes secured by the Arizona land.) Second, the Company and
LLP amended the terms of the Notes (other than the $300,000 Note secured by the
land in Longwood, Florida (the "Florida Note")) by reducing the interest rate
from 13% to 10% and extending the maturity date until February 2006. Third, the
Company and LLP amended the Florida Note by : (a) reducing the interest rate
from 13% to 10%; (b) extending the maturity date such that principal is due and
payable in quarterly installments of $50,000 with the first installment due on
July 1, 2004; (c) providing that interest only shall be payable in monthly
installments until the date on which the final principal payment is paid and (d)
providing that if the Company establishes legal access to its Florida land at
nay time prior to July 1, 2004, then the Company shall, at its option, either
(1) pay an amount equal to all remaining outstanding principal and interest or
(2) convey title to the land in Longwood to LLP as payment in full of the
Florida Note. Fourth, the Company and LLP amended the LLC Operating Agreement to
(a) extend the Purchase Obligation until February 12, 2006, (b) reduce the rate
of preferred return from 13% to 10% and (c) provide the Company with the option
to extend the Purchase Obligation until February 12, 2007 if the Company has
made a partial payment of no less than $1,000,000 towards the Purchase
Obligation before February 12, 2006. As a result of these transactions, the
remaining principal amount due on the Notes is $1,233,000.
The Company recognized a loss of approximately $67,000 in the nine months
ended December 31, 2002 on the Arizona and Ohio land transferred in conjunction
with the debt reduction above.
18
The Company has guaranteed Associates' obligations under the Franchise
Agreement between Associates and Holiday Inn. In the event that the Franchise
Agreement is terminated as a result of a breach of the Franchise Agreement by
Associates, Associates would be subject to liquidated damages under the
Franchise Agreement equal to approximately 21 times the monthly franchise fees
payable pursuant to the Franchise Agreement. The current monthly franchise fees
are approximately $32,000.
In conjunction with the Franchise Agreement, Associates is subject to a
Property Improvement Plan ("the Plan"). Under the Plan, Associates is required
to make approximately $1,200,000 of improvements to the Hotel by December 31,
2002, as well as meet certain interim milestones. As of June 30, 2002,
Associates has spent approximately $820,000 on improvements and has
approximately $120,000 in escrow to spend on improvements. The Company has
received an extension to May 1, 2004 for completion of the Property Improvement
Plan and the funding by Associates should be sufficient for it's completion.
In March 2003, the parties to the Chancery Court Action entered into a
Stipulation of Settlement (the "Settlement") pursuant to which the parties have
agreed to settle the Chancery Court Actions. On March 24, 2003, the Settlement
was submitted to the Court for approval. The Court has set a hearing date of May
20, 2003 to determine whether the Settlement should be approved. The principal
terms of the Settlement provide that, if the Settlement is approved by the Court
and such approval becomes Final (as determined in the Settlement):
(i) Certain of the defendants will pay to Ridgewood the aggregate amount
of $1,770,000. Ridgewood has agreed to use $1,645,000 of such funds
to make an offer to acquire the shares of Ridgewood's common stock
held by its Minority Stockholders (as such term is defined in the
Settlement). The defendants in the Chancery Court Action and
Ridgewood's majority stockholder, Fountainhead Development, LLC,
have agreed that the shares of Ridgewood's common stock held by them
will not participate in the offer. As a result, it is estimated that
the holders of up to approximately 790,457 shares of Ridgewood's
common stock may be eligible to participate in the offer, which
would result in an offer of approximately $2.08 per share for such
shares.
(ii) All of the shares of Ridgewood' Series A Convertible Preferred Stock
will be cancelled in exchange for 1,350,000 shares of Ridgewood's
common stock (which will not be eligible to participate in the offer
described above) and Ridgewood's obligation to pay any accrued but
unpaid dividends with respect to such preferred stock will be
eliminated.
(iii) Defendant Walden will transfer his 32,000 shares of Ridgewood's
common stock to Ridgewood.
(iv) The Action will be dismissed and the defendants will be released
from any claims relating hereto.
19
In addition, certain of the defendants have agreed to pay the attorney's fees
and expenses of the plaintiff's counsel up to $1,825,000, if such fees and
expenses are approved by the Court. Under the term of the Settlement, Ridgewood
is not obligated to pay any of the plaintiff's attorney's fees or expenses.
There can be no assurance that the Settlement will be approved by the Court or,
if approved by the Court, when such approval will become Final and when any
offer will be made to the Minority Shareholders pursuant to the Settlement. If
the Settlement is not approved by the Court, then it will be of no further
effect, the offer will not be made to the Minority Shareholders and the Action
will continue to be pending.
The Company's recurring losses and negative operating cash flows raise
substantial doubt about the Company's ability to continue as a going concern.
The Company is continuing its efforts to return to profitability by (i)
continuing to seek new opportunities to manage resort properties, (ii)
continuing to take steps to reduce costs (including administrative costs) and
(iii) continuing its efforts to increase the revenue at existing properties
managed by the Company.
In the event the Company is unable to return to profitability, it may be
unable to satisfy its obligations and will consider all available alternatives
including the possibility of selling the Company assets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
While the Company is exposed to various market risks, including changes in
interest rates, the Company does not believe that it has any material exposure
to the market risks covered by this Item. As of June 30, 2002, the Company
primarily carries interest rates which are fixed and, therefore, does not expect
to have material exposure to interest rate changes in the short term. The
Company does not enter into derivatives or other financial instruments for
trading purposes and has not entered into financial instruments to manage and
reduce the impact of changes in interest rates.
20
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The action in the Court of Chancery of the State of Delaware titled the
William N. Strassburger v. Michael M. Earley, Luther A. Henderson, John C.
Stiska, N. Russell Walden, and Triton Group, Ltd., defendants, and Ridgewood
Properties, Inc. (now known as Ridgewood Hotels, Inc.), nominal defendant, C.A.
No. 14267 (the "Action") as described in the Company's annual report on Form
10-K for the period ending March 31, 2002 continues to be pending. On March 24,
2003, the parties submitted a Stipulation of Settlement to the Court of Chancery
for approval. The terms of the Stipulation of Settlement are described in the
Company's Current Report on Form 8-K filed on April 2, 2003
ITEM 3. DEFAULT UPON SENIOR SECURITIES
As of the date of this report, the Company is in arrears on dividend
payments due to Fountainhead with respect to the Company's Series A Convertible
Preferred Stock in an aggregate amount of $ 1,200,000.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits:
99.1 Section 906 Certification by Henk H. Evers
99.2 Section 906 Certification by Jim Papovich
B. Reports on Form 8-K:
During the quarter ended June 30, 2002, the Company filed with the
Securities and Exchange Commission the following Current Report on Form 8-K.
(i) On June 18, 2002, the Company filed a Current Report on Form 8-K
reporting under Item 4 a change in the Company's certifying accountant.
21
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 HOTELS, INC.
By: /s/ Henk H. Evers
-----------------------------------
Henk H. Evers
President
By: /s/ Jim Papovich
-----------------------------------
Jim Papovich
Regional Director of Operations
Date: April 18, 2003
22
I, Henk E. Evers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ridgewood
Hotels. Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by other within those entities, particularly during the period
in which this quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
(a) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 18, 2003 /s/ Henk H. Evers
-------------------------------------
Henk H. Evers
President and Chief Operating Officer
23
I, Jim Papovich, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ridgewood
Hotels, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report.
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
(a) Designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by other within those entities, particularly during the period
in which this quarterly report is being prepared;
(b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
(c) Presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
(d) All significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
(e) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: April 18, 2003 /s/ Jim Papovich
---------------------------------
Jim Papovich
Regional Director of Operations
24