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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended August 31, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-14019
Ridgewood Properties, Inc.
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1656330
------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2859 Paces Ferry Road, Suite 700
Atlanta, Georgia 30339
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (404) 434-3670
--------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
----------------------------
(Title of Class)
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 _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. _____
Aggregate market value of voting stock held by non-affiliates on October 31,
1995 - cannot be determined due to an absence of an established public
trading market in the common stock. Common shares outstanding on October 31,
1995 - 963,480 shares (1) Portions of the registrant's Annual Report to
Shareholders for the fiscal year ended August 31, 1995 (the "1995 Annual
Report to Shareholders") are incorporated by reference in Part II of
this Report.
(2) Portions of the registrant's definitive Proxy Statement
relating to the 1996 Annual Meeting (the "1996 Proxy Statement")
to be filed with the Commission on or about December 1, 1995,
are incorporated by reference in Part III of this Report.
PART I
Item 1. Business
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. During fiscal year 1995, the
Company sold its hotel in Orlando, Florida, such that the only
remaining operating property is the hotel in Longwood, Florida.
All of the Company's other properties are land properties held
for sale, and no additional development is currently anticipated
for the land. The Company was incorporated under the laws of
the State of Delaware on October 29, 1985. Prior to December
31, 1985, the Company operated under the name CMEI, Inc.
On August 15, 1994, the Company purchased all (4.38
million) of the shares (the "Triton Shares") of the Company's
common stock, $.01 par value ("common stock"), held by the
Company's then-majority stockholder, Triton Group Ltd.
("Triton"). The Triton Shares represented 74.4% of the 5.88
million shares of common stock outstanding prior to the
consummation of the transaction. In consideration for the
Triton Shares, the Company paid $8.0 million in cash (the cash
was a portion of the proceeds received by the Company from the
sale of its mobile home parks in June 1994) and issued 450,000
shares of the Company's Series A Convertible Preferred Stock,
$1.00 par value per share (the "preferred stock"). The
preferred stock is redeemable by the Company at $8.00 per share
and accrues dividends at a rate of $0.40 per share annually for
the first two years, and at a rate of $0.80 per share annually
thereafter. Dividends are payable quarterly commencing on
November 1, 1994. Each share of the preferred stock is
convertible into three shares of the Company's common stock
either upon default of the dividend payments or at the end of
two years and is subject to certain anti-dilution adjustments.
In the event of any liquidation, dissolution or winding up of
the Company, whether voluntary or involuntary, the holders of
the shares of preferred stock shall be entitled to receive $8.00
per share of preferred stock plus all dividends accrued and
unpaid thereon. So long as a minimum of 50,000 shares of
preferred stock is outstanding, Triton shall be entitled to
elect one additional director to serve on the Board of Directors
of the Company. Additionally, as long as Triton is the holder
of the minimum 50,000 shares of preferred stock and both John C.
Stiska and Michael M. Earley are officers of Triton, then the
Company's Board of Directors shall consist of four members, two
of which would be Mr. Stiska and Mr. Earley (and wherein either
Mr. Stiska or Mr. Earley is considered to be the additional
director to which Triton is entitled to elect). No change of
control for financial reporting purposes of the company is
deemed to have occurred because of Triton's retaining control of
50% of the Board of Directors and holding preferred shares
convertible into 1,350,000 of the Company's common stock
representing 58% of the total shares outstanding (after giving
effect to the issuance thereof).
In addition, on August 29, 1994, the Company purchased
all (539,640) of the shares of common stock owned by Hesperus
Partners Ltd. ("Hesperus") (the "Hesperus Shares"), formerly
known as Harris Associates, L.P., in exchange for a note
receivable in the principal amount of $1.45 million (the "Note")
made by Sun Communities Operating Limited Partnership in
connection with the sale of the Company's mobile home parks and
assigned by the Company to Hesperus. In addition to assigning
the Note and the mortgage securing the Note, the Company agreed
to and did pay Hesperus interest on the outstanding principal
balance of the Note from the closing date through June 15, 1995
and granted Hesperus the right to require the Company to
repurchase the Note and the mortgage following an uncured
principal payment default by the obligor under the Note or by
certain uncured payment defaults by the Company.
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, 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
formed to acquire a hotel property in Louisville, Kentucky. The
terms of this partnership will serve as a guideline for other
potential acquisitions with the Investor or its affiliates.
The Partnership Agreement was amended and restated on
September 8, 1995. Distributable Cash is defined as the net
income from the property before depreciation plus any net sale
proceeds and net financing proceeds less capital costs.
Distributions of Distributable Cash shall be made as follows:
- First, to the Investor until there has been
distributed to the Investor an amount equal to a 15% cumulative
internal rate of return on the Investor's investment.
- Second, to Ridgewood Hotels until the aggregate
amount received by Ridgewood Hotels equals the aggregate cash
contributions made by Ridgewood Hotels to the Partnership (as of
August 31, 1995, Ridgewood Hotels had contributed approximately
$232,000).
- 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 a hotel in Louisville, Kentucky. The Manager shall be
entitled to the following property management fees:
(1) 2.5% of the gross revenues from the hotel
property.
(2) 1% of the gross revenues from the hotel property
as an incentive fee if distributable cash equals or exceeds
13.5% of certain aggregate acquisition costs. No management
fees are payable with respect to the first 12-month period of
management of this hotel.
A Construction Management Agreement exists between the
Partnership and the Manager for the purpose of managing certain
improvements to the property. Currently, no construction
management fees are payable with respect to the hotel purchased
in Louisville, Kentucky.
The Company currently has approximately $232,000
invested in the Partnership for the purchase of the hotel in
Louisville, Kentucky. Five other hotels are under contract to
be purchased by the partnership for an aggregate cost of
approximately $18,000,000, and would require approximately
$500,000 in capital contribution to the Partnership by the
Company. The Company also has approximately $113,000 of due
diligence costs incurred for the hotels under contract that will
be reimbursed to the Company upon the closing of the hotels.
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.
The Company formed a hotel management subsidiary in
December 1994. The loss from the subsidiary for the fiscal year
ended August 31, 1995 was $75,000. The loss was generated by
expenses attributable to the hotel management operations
exceeding management fee revenue. This loss is attributable to
the assets of another company which the Company has an option to
purchase. The option agreement requires Cornerstone Management
and Development, Inc. (Maryland) to repay the Company if losses
occur, but because of the uncertainty of collecting this amount,
the Company has included this loss in its results of operations.
During fiscal year 1995, the Company had sales of real
property aggregating approximately $4,676,000, which included
$2,964,000 from the sale of a hotel in Orlando, Florida.
Additionally, the Company sold approximately $1,319,000 of
residential lots in Atlanta, Georgia, $393,000 of undeveloped
land in Ohio and all but one of the Company's condominium loans
in Florida. The net proceeds from the sale of the loans in
Florida was approximately $342,000. Gains of approximately
$248,000 and $91,000 were recognized on the sales of the hotel
and the land in Ohio, respectively. Losses of approximately
$184,000 were recognized on the sales of the residential lots in
Atlanta, Georgia. The losses of approximately $184,000
recognized on the sale of these residential lots was before
taking into consideration approximately $172,000 of loss
reserves provided in the prior year and $50,000 provided in
the current year. The remaining condominium loan was repaid in
full in September 1995.
In November 1994, the Company increased the allowance
for possible losses on a residential lot in Atlanta, Georgia by
$50,000 to reflect its net realizable value. The lot was sold
in December 1994.
In March 1995 the Company borrowed approximately
$381,000 against the cash value on key-person life insurance
contracts which the Company purchased concurrently with the
implementation of the Supplemental Retirement and Death Benefit
Plan. The net proceeds to the Company were approximately
$358,000 due to the prepayment of interest on the loan.
In June 1995, the Company received a loan from 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. A
portion of the proceeds from the loan was used to repay the term
loan. The remaining proceeds of approximately $1,500,000 were
used for working capital. 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 August 31, 1995, there was approximately $140,000
of escrowed funds related to this loan agreement. Also,
commitment fees and loan costs of approximately $159,000 are
being amortized over 20 years.
In April 1995, the Company sold the Ridgewood Lodge,
its weekly rental hotel in Orlando, Florida. The net proceeds,
after commissions, were approximately $2,700,000. The gain on
the sale was approximately $250,000. The proceeds were used to
reduce the outstanding balance of the Company's term loan
discussed below.
The Company's term loan entered into in November 1989
was repaid in June 1995 from the proceeds from the sale of the
hotel in Orlando, Florida and a portion of the proceeds from the
sale of land in Ohio and the refinancing of the Ramada Inn
discussed above.
In December 1993, the Company entered into a joint
venture agreement for the purpose of developing approximately a
150 lot subdivision in Atlanta, Georgia. The Company
contributed development funds, and the other partner provided
the land. As of August 31, 1995, the Company had invested
approximately $61,000 into the joint venture, but was refunded
its entire investment in September 1995. The joint venture has
been dissolved.
The Company owns and operates one hotel and owns a
number of land parcels which are held for sale or development.
The success of the Company's operations continues to be
dependent upon such unpredictable factors as the general and
local economic conditions to which the real estate industry is
particularly sensitive: zoning, labor, material and energy
availability, weather conditions and the availability of
satisfactory financing.
The monthly average occupancy of the Company's only hotel
was 60% for the month of August 1995.
The Company's principal office is located at 2859
Paces Ferry Road, Suite 700, Atlanta, Georgia 30339 (telephone
number: (770) 434-3670). The Company employs approximately 90
persons (of which 14 are located at its principal office) at
August 31, 1995.
Item 2. Properties
The Company does not own any real property material to
conducting the administrative aspects of its business
operations. Its principal office in Atlanta, Georgia is leased
until May 1997 and consists of approximately 6,200 square feet.
As a result of its operations, the Company is the owner of
various other properties, including developed and undeveloped
real estate.
Significant properties owned by the Company are as
follows:
Number of
Type of Property Properties Locations
Hotel 1 Florida
Non-operating land parcels 9 Georgia (3),
Florida (3),
Texas,
Arizona,
Ohio
The hotel serves as collateral for the Company's $2,796,000 term
loan with a commercial lender.
For further information on such properties, see the
accompanying consolidated financial statements and Schedule XI,
Real Estate and Accumulated Depreciation, contained elsewhere
herein.
Item 3. Legal Proceedings
On May 2, 1995 a complaint was filed in the Court of
Chancery of the State of Delaware (New Castle County) entitled
William N. Strassburger v. Michael M. Early, Luther A.
Henderson, John C. Stiska, N. Russell Walden, and Triton Group,
Ltd., defendants, and Ridgewood Properties, Inc., nominal
defendant, C.A. No. 14267 (the "Complaint"). The plaintiff is
an individual shareholder of the Company who purports to file
the Complaint individually, representatively on behalf of all
similarly situated shareholders, and derivatively on behalf of
the Company. The Complaint challenges the actions of the
Company and its directors in consummating the Company's August
1994 repurchases of its common stock held by Triton Group, Ltd.
and Hesperus Partners Ltd. in five counts, denominated Waste of
Corporate Assets, Breach of Duty of Loyalty to Ridgewood, Breach
of Duty of Good Faith, Intentional Misconduct, and Breach of
Duty of Loyalty and Good Faith to Class.
The Complaint seeks (a) permission of the court to
proceed as a class action with respect to one count; (b)
rescission of the repurchase of Triton's Ridgewood common stock,
together with recovery (to Ridgewood) of the approximately $8
million in cash and the shares of the preferred stock received
by Triton in the repurchase, or in the alternative, unspecified
restitution or damages to Ridgewood resulting from the Triton
repurchase; (c) unspecified restitution or damages to Ridgewood
resulting from the Hesperus repurchase; (d) unspecified damages
to Ridgewood resulting from the alleged breaches of the
defendants' duties of loyalty and good faith and their alleged
intentional misconduct; (e) unspecified damages for any separate
injury allegedly suffered by members of the purported class; and
(f) the plaintiff's costs and expenses of this litigation,
including attorneys' fees.
The Company has answered the Complaint, denying all
allegations of wrongdoing either on its part or that of its
directors. The Company's management believes the claims made in
the Complaint are without merit, and that the shareholders of
Ridgewood benefited from the challenged transactions.
Management intends to vigorously contest this matter.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security
holders during the fourth quarter of the Company's fiscal year
ended August 31, 1995.
Item 4.5 Executive Officers of the Registrant
The following sets forth certain information regarding
the executive officers of the Company:
Name Age Present Positions
N. Russell Walden 57 President and Chief Executive
Officer, Director
Byron T. Cooper 45 Vice President -
Construction and Planning
Karen S. Hughes 40 Vice President, Chief Financial
Officer and Secretary
The officers of the Company, who are appointed by the
Board of Directors, hold office until their successors are
chosen and qualified, or until their earlier death, resignation
or removal.
Mr. Walden has been President and Chief Executive
Officer of the Company since its formation on October 29, 1985.
Mr. Walden was a director of Sunbelt Nursery Group, Inc.
("Sunbelt") from 1983 until 1990. He is the former President,
Chief Executive Officer and director of CMEI, Inc. and a former
director of Pier 1 Inc.
Mr. Cooper has been Vice President - Construction and
Planning of the Company since its formation.
Ms. Hughes has been Vice President, Chief Financial
Officer and Secretary of the Company since its formation.
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters
Information regarding the market for the Company's
common stock, the Company's dividend policy and the approximate
number of holders of the common stock at October 31, 1995, is
included under the caption "Market for Registrant's Common
Equity and Related Stockholder Matters" on page 1 of the 1995
Annual Report to Shareholders and is incorporated herein by
reference.
Item 6. Selected Financial Data
A summary of selected financial data for the Company
for the fiscal years 1991 through 1995 is included under the
caption entitled "Selected Financial Data" on page 1 of the 1995
Annual Report to Shareholders and is incorporated herein by
reference.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Information regarding the Company's financial
condition, changes in financial condition and results of
operations is included under the caption entitled "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" on pages 4 through 9 of the 1995 Annual Report to
Shareholders and is incorporated herein by reference.
Item 8. Financial Statements
Consolidated financial statements and notes thereto
for the Company, which are included on pages 10 through 31 of
the 1995 Annual Report to Shareholders under the following
captions listed below, are incorporated herein by reference.
Consolidated Balance Sheets at August 31, 1995 and
1994.
Consolidated Statements of Loss for the years ended
August 31, 1995, 1994 and 1993.
Consolidated Statements of Shareholders' Investment
for the years ended August 31, 1995, 1994 and 1993.
Consolidated Statements of Cash Flows for the years
ended August 31, 1995, 1994 and 1993.
Notes to Consolidated Financial Statements.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to
directors is incorporated by reference to the Company's Proxy
Statement for its 1996 Annual Shareholder Meeting (the "1996
Proxy Statement"). Information concerning the Company's
executive officers is included in Item 4.5 in Part I of this
report.
Item 11. Executive Compensation
Information regarding compensation of officers and
directors of the Company is set forth under the caption entitled
"Executive Compensation" in the Company's 1996 Proxy Statement
and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Information regarding ownership of certain of the
Company's securities is set forth under the caption entitled
"Beneficial Ownership of the Company's Securities" in the
Company's 1996 Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions
Information regarding certain relationships and
related transactions with the Company is set forth under the
caption entitled "Certain Relationships and Related
Transactions" in the Company's 1996 Proxy Statement and is
incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K
(a)(1) The following financial statements, together with
the applicable report of independent public accountants, are set
forth on pages 10 through 31 of the 1995 Annual Report to
Shareholders and are incorporated by reference at Item 8 herein:
Report of Independent Accountants
Consolidated Balance Sheets at August
31, 1995 and 1994
Consolidated Statements of Loss
for the years ended August 31, 1995,
1994 and 1993
Consolidated Statements of Shareholders'
Investment for the years ended
August 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the
years ended August 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(a)(2) The following financial statement schedules,
together with the applicable report of independent public
accountants, are filed as a part of this Report.
Page Number
in Form 10-K
Report of Independent Accountants
on Schedules at August 31, 1995, 1994 and
1993 S-1
III - Real Estate and Accumulated
Depreciation - August 31, 1995 S-2 thru S-3
IV - Mortgage Loans on Real Estate
August 31, 1995 S-4 thru S-5
All other schedules are omitted because they are not applicable
or because the required information is given in the financial
statements or notes thereto.
(a)(3) The exhibits filed herewith or incorporated by
reference herein are set forth on the Exhibit
Index on pages E-1 through E-10 hereof. Included
in those exhibits are the following Executive
Compensation Plans and Arrangements:
10(a) Employment Agreement between N. R. Walden and CMEI, Inc.,
dated March 28, 1985.
10(h) Ridgewood Properties, Inc. Supplemental Retirement and
Death Benefit Plan dated January 1, 1987 (filed as an
Exhibit to Registrant's Form 10-K for the fiscal year
ended August 31, 1988 and incorporated herein by
reference).
10(j) Post-Employment Consulting Agreement between N. R. Walden
and Ridgewood Properties, Inc. dated September 4, 1991
(filed as an Exhibit to Registrant's Form 10-K for the
fiscal year ended August 31, 1991 and incorporated herein
by reference).
10(k) Post-Employment Consulting Agreement between Karen S.
Hughes and Ridgewood Properties, Inc. dated September 4,
1991 (filed as an Exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1991 and
incorporated herein by reference).
10(l) Post-Employment Consulting Agreement between Byron T.
Cooper and Ridgewood Properties, Inc. dated September 4,
1991 (filed as an Exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1991 and incorporated
herein by reference).
10(m) Post-Employment Consulting Agreement between M. M.
McCullough and Ridgewood Properties, Inc. dated
September 4, 1991 (filed as an Exhibit to Registrant's
Form 10-K for the fiscal year ended August 31, 1991 and
incorporated herein by reference).
10(x) Ridgewood Properties, Inc. Stock Option Plan dated March
30, 1993 and as amended September 14, 1993 (filed as an
Exhibit to Registrant's Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
10(y) Stock Option Agreement between Byron T. Cooper and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(z) Stock Option Agreement between Luther A. Henderson and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(aa) Stock Option Agreement between Karen S. Hughes and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(bb) Stock Option Agreement between M. M. McCullough and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(cc) Stock Option Agreement between N. R. Walden and Ridgewood
Properties, Inc. dated April 1, 1993 and as approved on
January 12, 1994 (filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended February 28, 1994, and
incorporated herein by reference).
10(dd) Stock Option Agreement between Gregory T. Weigle and
Ridgewood Properties, Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the quarter ended February 28,
1994, and incorporated herein by reference).
10(ee) Stock Option Agreement between Karen S. Hughes and
Ridgewood Properties, Inc. dated January 31, 1994 (filed
as an Exhibit to Registrant's Form 10-Q for the quarter
ended February 28, 1994, and incorporated herein by
reference).
10(ff) Stock Option Agreement between N. R. Walden and Ridgewood
Properties, Inc. dated January 31, 1994 (filed as an
Exhibit to Registrant's Form 10-Q for the quarter ended
February 28, 1994, and incorporated herein by reference).
10(jj) Ridgewood Properties, Inc. 1993 Stock Option Plan, as
amended on October 26, 1994 (filed as an Exhibit to
Registrant's Registration Statement on Form S-8 filed
November 8, 1994 (No. 33-86084) and incorporated herein
by reference).
No reports on Form 8-K were filed during the fourth quarter of
the Company's fiscal year ended August 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
RIDGEWOOD PROPERTIES, INC.
By: /s/ N. R. Walden__________
N. Russell Walden,
President, Chief
Executive Officer
Dated: November 17, 1995
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated:
/s/ N. R. Walden_______________
N. Russell Walden, President,
Chief Executive Officer and
Director
/s/ Karen S. Hughes____________
Karen S. Hughes,
Vice President, Chief
Accounting and Financial
Officer and Secretary
/s/ Michael M. Earley__________
Michael M. Earley, Director
/s/ Luther A. Henderson________
Luther A. Henderson, Director
/s/ John C. Stiska_____________
John C. Stiska, Director
Dated: November 17, 1995
Report of Independent Accountants on
Financial Statement Schedules
October 25, 1995
To the Board of Directors
of Ridgewood Properties, Inc.
Our audits of the consolidated financial statements referred to
in our report dated October 25, 1995 appearing in the 1995
Annual Report to Shareholders of Ridgewood Properties, Inc.
(which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedules
listed in Item 14(a) of this Form 10-K. In our opinion, these
Financial Statements present fairly, in all material respects,
the information set forth therein when read in conjunction with
the related consolidated financial statements.
PRICE WATERHOUSE LLP
RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES SCHEDULE III
------------------------------------------- Page 1 of 2
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
-------------------------------------------------------
AUGUST 31, 1995
---------------
(000'S Omitted)
Cost Capitalized Gross Amount at Which
Initial Cost Subsequent to Carried at August 31, 1995
to Company Acquisition (A)(B)(D)
------------------ ------------------ ----------------------------------
Building Building Accumu-
and Carry- and lated Date of
Encum- Improve- Improve- ing Improve- Deprecia- Construc- Date
Description brances Land ments ments Costs Land ments Total tion (C) tion Acquired
- ----------- -------- ---- -------- -------- ------ ---- -------- ----- -------- -----------------
LAND
- ----
Georgia $ -- $ 48 $ -- $ 7 $ -- $ 48 $ 13 $ 61 $ -- -- 12/93
Georgia -- 944 -- 77 -- 106 1 107 -- -- 12/75
Texas -- 5,338 -- 2 -- 5,338 2 5,340 -- -- 12/85
--
Florida -- 530 -- 5 -- 475 -- 475 -- -- 3/85
Florida -- 3,849 -- 4,056 1,771 302 6 308 -- -- 5/77
Florida -- 5 -- 35 -- 41 -- 41 -- -- 6/78
Florida -- 100 -- -- -- 80 -- 80 -- -- 11/79
Florida -- 4,885 -- 731 -- 1,184 -- 1,184 -- -- 2/85
Arizona -- 1,585 -- 210 -- 978 107 1,085 -- -- 3/85
Ohio -- 2,150 -- 614 14 1,255 168 1,423 -- -- 12/77
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total Non-
operating
properties -- 19,434 -- 5,737 1,785 9,807 297 10,104 --
--------- --------- --------- --------- --------- --------- --------- --------- ---------
HOTEL
- --------------
Florida 2,796 439 1,921 1,050 -- 439 2,391 2,830 1,369 1973 9/74
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total
operating
properties 2,796 439 1,921 1,050 -- 439 2,391 2,830 1,369
-------- -------- -------- -------- -------- -------- -------- -------- --------
GRAND TOTAL $ 2,796 $ 19,873 $ 1,921 $ 6,787 $ 1,785 $ 10,246 $ 2,688 $ 12,934 $ 1,369
========= ========= ========= ========= ========= ========= ========= ========= =========
SCHEDULE III
Page 2 of 2
(A) Except as discussed in Note 2 to the "Notes to
Consolidated Financial Statements," real estate owned is carried at
the lower of cost or estimated net realizable value. At August
31, 1995, the amount of the allowance for possible losses was
approximately $4,700,000, which related to real estate properties.
(B) Reconciliation of real estate properties:
For the Year Ended
(000's omitted)
8/31/95 8/31/94 8/31/93
------- ------- -------
Balance, beginning of year $17,768 $39,911 $44,339
Additions during the period:
Acquisitions 830 455 804
Capitalized costs 81 559 582
Deductions during the period:
Real estate sold or assets
retired (on which financing
was provided by the Company
in certain cases) 5,745 23,157 5,814
------- ------- -------
Balance, end of year $12,934 $17,768 $39,911
======= ======= =======
(C) Operating properties and any related improvements are being
depreciated by the "straight line" method over the estimated
useful lives of such assets, which are generally 30 years for
buildings and 5 years for furniture and fixtures.
Reconciliation of accumulated depreciation:
For the Year Ended
(000's omitted)
8/31/95 8/31/94 8/31/93
------- ------- -------
Balance, beginning of year $2,669 $ 7,239 $ 7,086
Additions during the period 326 1,006 1,392
Depreciation associated with
assets sold or retired (1,626) (5,576) (1,239)
------ ------- -------
Balance, end of year $1,369 $ 2,669 $ 7,239
====== ======= =======
(D) The aggregate cost for federal income tax purposes is approximately
$13,033,000 at August 31, 1995.
RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES SCHEDULE IV
------------------------------------------ Page 1 of 2
SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE
-----------------------------------------
AUGUST 31, 1995
---------------
(000'S OMITTED)
---------------
Principal Amount
Periodic Face Carrying of Loans Subject
Interest Final Payment Prior Amount of Amount of to Delinquent
Rate Maturity Terms Liens Mortgages Mortgages Principal or
Description (b) Date (d) (d) (d) (c) Interest
- ----------- -------- -------- -------- ----- --------- --------- ----------------
Land
- ----
First Mortgage Loan, 10% 1/97 Principal and Interest -- 7 $ 7 --
Texas Payable Monthly
Condominium
- -----------
First Mortgage Loan on Principal and Interest -- $ 37 37 --
Individual Condominium Payable Monthly
Unit, Florida 11.75% 7/13 --------
TOTALS $ 44
========
SCHEDULE IV
Page 2 of 2
NOTES:
(a) Reconciliation of mortgage loans on real estate:
(000's
omitted)
Balance, August 31, 1992 $ 815
Principal payments received
on mortgage loans (10)
Reductions to mortgage loans
including foreclosure/defaults,
net of amortization of
discounts (22)
------
Balance, August 31, 1993 $ 783
Principal payments received
on mortgage loans (60)
Reductions to mortgage loans -
Amortization of discounts 7
Charge-off of fully
reserved loan (227)
------
Balance, August 31, 1994 $ 503
Payment received on sale of
mortgage loans (342)
Principal payments received
on mortgage loans (36)
Discount on loans sold, net of
amortization of discounts (81)
------
Balance, August 31, 1995 $ 44
======
(b) Interest rates shown include, where applicable,
amortization of discounts.
(c) Aggregate cost for federal income tax purposes is
approximately $44,000 at August 31, 1995.
(d) Information is given in these columns only for loans
which exceed three percent of the total loans.
EXHIBIT INDEX
Report on Form 10-K for the fiscal year ended August 31, 1995
Page Number
Exhibit in Manually
Number Description Signed Original
3(a) Certificate of Incorporation of
Registrant.*
3(b) By-Laws of Registrant.*
3(c) Certificate of Amendment to the
Certificate of Incorporation (filed
as an Exhibit to Registrant's Form
10-K for the fiscal year ended August
31, 1987 and incorporated herein by
reference).
3(d) Certificate of Amendment to the
Certificate of Incorporation of the
Registrant (filed as an Exhibit to
Registrant's Form 10-K for the
fiscal year ended August 31, 1989 and
incorporated herein by reference).
3(e) Certificate of Amendment of the
Certificate of Incorporation of
Ridgewood Properties, Inc. dated May
23, 1991 (filed as an Exhibit
to Registrant's Form 10-K for the
fiscal year ended August 31, 1991 and
incorporated herein by reference).
3(f) Certificate of Amendment of the
Certificate of Incorporation of
Ridgewood Properties, Inc.
dated March 30, 1993 (filed as
Exhibit 3 to Registrant's Form 10-Q
for the fiscal quarter ended February
28, 1993 and incorporated herein by
reference).
3(g) Certificate of Amendment of the
Certificate of Incorporation of
Ridgewood Properties, Inc. dated
January 26, 1994 (filed as Exhibit 3
to Registrant's Form 10-Q for the
fiscal quarter ended February 28,
1994 and incorporated herein by
reference).
4(a) Stock Purchase Agreement between
Ridgewood Properties, Inc. and Triton
Group Ltd., dated as of August 15,
1994 (filed as an Exhibit to
Registrant's Form 8-K on August 15,
1994, and incorporated herein by
reference).
4(b) August 15, 1994 Press Release issued
by Ridgewood Properties, Inc. (filed
as an Exhibit to Registrant's Form
8-K on August 15, 1994, and
incorporated herein by reference).
4(c) Stock Purchase Agreement between
Ridgewood Properties, Inc. and
Hesperus Partners Ltd., dated as of
August 29, 1994 (filed as an Exhibit
to Registrant's Form 8-K on August
15, 1994, and incorporated herein by
reference).
4(d) Certificate of Designation,
Preferences and Rights of Series A
Convertible Preferred Stock of the
Registrant (filed as an Exhibit to
Registrant's Registration Statement
on Form S-8 filed on November 8, 1994
(No. 33-866084) and incorporated
herein by reference).
10(a) Employment Agreement between N. R.
Walden and CMEI, Inc., dated March
28, 1985.*
10(b) Stock Assignment Separate from
Certificate dated August 28, 1985
from Pier 1 Inc. to CMEI, Inc.*
10(c) Assignment of certain agreements by
Pier 1 Inc. to CMEI, Inc. dated
August 28, 1985.*
10(d) Security Agreement among Pier 1 Inc.,
Pier 1 Holdings, Inc. and Intermark,
Inc. dated November 27, 1984
(subsequently assigned to
CMEI, Inc. by Pier 1 Inc.).*
10(e) Guaranty Agreement between Pier 1
Inc. and Intermark, Inc. dated
November 27, 1984 (subsequently
assigned by Pier 1 Inc. to CMEI,
Inc.).*
10(f) Escrow Agreement among Pier 1 Inc.,
Pier 1 Holdings, Inc., and Escrow
Agent, dated November 27, 1984
(subsequently assigned by
Pier 1 Inc. to CMEI, Inc.).*
10(g) Bill of Sale and Assumption of
Liabilities between CMEI, Inc. and
Ridgewood Properties, Inc. dated
December 9, 1985.*
10(h) Ridgewood Properties, Inc.
Supplemental Retirement and Death
Benefit Plan dated January 1, 1987
(filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1988 and
incorporated herein by reference).
10(i) $15,000,000 Revolving Line of Credit
Agreement from First American Bank of
Georgia, N.A. to Ridgewood
Properties, Inc. dated November 22,
1989 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1989 and
incorporated herein by reference).
10(j) Post-Employment Consulting Agreement
between N. R. Walden and Ridgewood
Properties, Inc. dated September 4,
1991 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1991 and
incorporated herein by reference).
10(k) Post-Employment Consulting Agreement
between Karen S. Hughes and Ridgewood
Properties, Inc. dated September 4,
1991 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1991 and
incorporated herein by reference).
10(l) Post-Employment Consulting Agreement
between Byron T. Cooper and Ridgewood
Properties, Inc. dated September 4,
1991 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1991 and
incorporated herein by reference).
10(m) Post-Employment Consulting Agreement
between M. M. McCullough and
Ridgewood Properties, Inc. dated
September 4, 1991 (filed as an
Exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1991
and incorporated herein by
reference).
10(n) Modification of $15,000,000 Line of
Credit Loan to Ridgewood Properties,
Inc. from First American Bank of
Georgia, N.A. dated March 1, 1991
(filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended
February 28, 1991 and incorporated
herein by reference).
10(o) Second Amendment to $15,000,000 Line
of Credit Loan to Ridgewood
Properties, Inc. from First American
Bank of Georgia, N.A. dated May 8,
1991 (filed as an Exhibit to
Registrant's Form 10-Q for the
quarter ended May 31, 1991 and
incorporated herein by reference).
10(p) Consolidated Amendatory Agreement
between Ridgewood Properties, Inc.
and First American Bank of Georgia,
N.A. dated January 31, 1992 (filed as
an Exhibit to Registrant's Form 10-Q
for the quarter ended February 28,
1992 and incorporated herein by
reference).
10(q) Amendment to Loan Agreement between
Ridgewood Properties, Inc. and First
American Bank of Georgia, N.A. dated
March 26, 1992 (filed as an Exhibit
to Registrant's Form 10-Q for the
quarter ended February 28, 1992 and
incorporated herein by reference).
10(r) Amendment to Loan Agreement between
Ridgewood Properties, Inc. and First
American Bank of Georgia, N.A. dated
April 27, 1992 (filed as an Exhibit
to Registrant's Form 10-Q for the
quarter ended May 31, 1992 and
incorporated herein by reference).
10(s) Wholesale Financing Agreement between
Ridgewood Properties, Inc. and ITT
Commercial Finance Corp. dated
December 14, 1992 (filed as Exhibit
10(a) to Registrant's Form 10-Q for
the fiscal quarter ended February 28,
1993, and incorporated herein by
reference).
10(t) Mortgage and Promissory Note between
Ridgewood Properties, Inc. and ITT
Commercial Finance Corp. dated
January 22, 1993 (filed as Exhibit
10(b) to Registrant's Form 10-Q for
the fiscal quarter ended February 28,
1993, and incorporated herein by
reference).
10(u) Deed of Trust and Deed of Trust Note
between Ridgewood Timber, Inc. and
Suburban Mortgage Associates, Inc.
dated November 30, 1992 (filed as
Exhibit 10 to Registrant's Form 10-Q
for the fiscal quarter ended November
30, 1992, and incorporated herein by
reference).
10(v) Joint Venture Agreement between
Ridgewood Properties, Inc. and
Eagle's Lake, Inc. dated December 17,
1993 (filed as an Exhibit to
Registrant's Form 10-Q for the
quarter ended November 30, 1994, and
incorporated herein by reference).
10(w) Promissory Note between Ridgewood
Properties, Inc. and Triton Group
Ltd. dated December 6, 1993 (filed as
an Exhibit to Registrant's Form 10-Q
for the quarter ended November 30,
1994, and incorporated herein by
reference.)
10(x) Ridgewood Properties, Inc. Stock
Option Plan dated March 30, 1993 and
as amended September 14, 1993 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(y) Stock Option Agreement between Byron
T. Cooper and Ridgewood Properties,
Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(z) Stock Option Agreement between Luther
A. Henderson and Ridgewood
Properties, Inc. dated April 1, 1993
and as approved on January 12, 1994
(filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended
February 28, 1994, and incorporated
herein by reference).
10(aa) Stock Option Agreement between Karen
S. Hughes and Ridgewood Properties,
Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(bb) Stock Option Agreement between M. M.
McCullough and Ridgewood Properties,
Inc. dated April 1, 1993 and as
approved on January 12, 1994 (filed
as an Exhibit to Registrant's Form
10-Q for the quarter ended February
28, 1994, and incorporated herein by
reference).
10(cc) Stock Option Agreement between N. R.
Walden and Ridgewood Properties, Inc.
dated April 1, 1993 and as approved
on January 12, 1994 (filed as an
Exhibit to Registrant's Form 10-Q for
the quarter ended February 28, 1994,
and incorporated herein by
reference).
10(dd) Stock Option Agreement between
Gregory T. Weigle and Ridgewood
Properties, Inc. dated April 1, 1993
and as approved on January 12, 1994
(filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended
February 28, 1994, and incorporated
herein by reference).
10(ee) Stock Option Agreement between Karen
S. Hughes and Ridgewood Properties,
Inc. dated January 31, 1994 (filed as
an Exhibit to Registrant's Form 10-Q
for the quarter ended February 28,
1994, and incorporated herein by
reference).
10(ff) Stock Option Agreement between N. R.
Walden and Ridgewood Properties, Inc.
dated January 31, 1994 (filed as an
Exhibit to Registrant's Form 10-Q for
the quarter ended February 28, 1994,
and incorporated herein by
reference).
10(gg) Promissory Note between Ridgewood
Properties, Inc. and Triton Group
Ltd. dated May 5, 1994 (filed as an
Exhibit to Registrant's Form 10-Q for
the quarter ended May 31, 1994, and
incorporated herein by reference).
10(hh) Amendment to Loan Agreement between
Ridgewood Properties, Inc. and First
American Bank of Georgia, N.A. dated
June 21, 1994 (filed as an Exhibit to
Registrant's Form 10-Q for the
quarter ended May 31, 1994, and
incorporated herein by reference).
10(ii) Real Estate Note executed by Sun
Communities Operating Limited
Partnership and payable to the order
of Ridgewood Properties, Inc. dated
June 16, 1994 (filed as an Exhibit to
Registrant's Form 8-K on June 29,
1994 and incorporated herein by
reference).
10(jj) Ridgewood Properties, Inc. 1993 Stock
Option Plan, as amended on October
26, 1994 (filed as an Exhibit to
Registrant's Registration Statement
on Form S-8 filed on November 8, 1994
(No. 33-86084) and incorporated
herein by reference).
10(kk) Amended and Restated Basic Agreement
between RW Hotel Investment Partners,
L.P. and Ridgewood Hotels, Inc. dated
August 14, 1995
10(ll) Amended and Restated Limited
Partnership Agreement of RW Hotel
Partners, L.P. dated September 8,
1995
10(mm) Management Agreement (Holiday Inn
Hurstbourne) between RW Hotel
Partners, L.P. and Ridgewood
Properties, Inc. dated August 16,
1995
10(nn) Mortgage, Assignment of Leases and
Rents and Security Agreement Between
Bloomfield Acceptance Company, L.L.C.
and Ridgewood Orlando, Inc. dated
June 30, 1995
10(oo) Security Agreement between Ridgewood
Orlando, Inc. and Bloomfield
Acceptance Company, L.L.C. dated June
30, 1995
10(pp) Mortgage Note between Bloomfield
Acceptance Company and Ridgewood
Orlando, Inc. dated June 30, 1995
13 1995 Annual Report to Shareholders.
22 Subsidiaries of Registrant.
27 Financial Data Schedule.
28(a) Cross Indemnification Agreement
between CMEI, Inc., Pier 1 Inc. and
Sunbelt Nursery Group (filed as an
Exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1986
and incorporated herein by
reference).
_______________
* Previously filed as an Exhibit to Registrant's
Registration Statement on Form 10 (Securities Exchange Act
File No. 0-14019), and incorporated herein by reference.