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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, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number 0-14019
Ridgewood Properties, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-1656330
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2859 Paces Ferry Road, Suite 700
Atlanta, Georgia 30339
- ---------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 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, 1996 - cannot be determined due to an absence of
an established public trading market in the common stock.
Common shares outstanding on October 31, 1996 - 1,088,480 shares
(1) Portions of the registrant's Annual Report to Shareholders
for the fiscal year ended August 31, 1996 (the "1996 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 1997 Annual Meeting (the "1997 Proxy Statement")
to be filed with the Commission on or about December 1, 1996,
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, as well as managing other hotels
throughout the country. The Company also owns and operates a hotel in
Longwood, Florida. All of the Company's other properties are land properties
held for sale, and no additional development is currently anticipated for the
land. The Company was incorporated under the laws of the State of Delaware
on October 29, 1985. Prior to December 31, 1985, the Company operated under
the name CMEI, Inc.
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
originally formed to acquire a hotel property in Louisville, Kentucky. The
partnership consists of six hotel properties at August 31, 1996. The terms
of this partnership will serve as a guideline for other potential
acquisitions with this or other investors.
Income and loss are allocated to the Company and the limited partner
based upon the formula for allocating distributable cash as described below
but subject to an annual limitation which would result in no more than 88% of
partnership income or loss (as defined) being allocated to the limited
partner.
Distributable Cash is defined as the net income from the property before
depreciation plus any net sale proceeds and net financing proceeds less
capital costs. Distributions of Distributable Cash shall be made as follows:
- First, to the Investor until there has been distributed to the
Investor an amount equal to a 15% cumulative internal rate of return on the
Investor's investment.
- Second, to Ridgewood Hotels until the aggregate amount received by
Ridgewood Hotels equals the aggregate cash contributions made by Ridgewood
Hotels to the Partnership (as of August 31, 1996, Ridgewood Hotels had
contributed approximately $748,000).
- Third, 12% to Ridgewood Hotels and 88% to the Investor until there has
been distributed to the Investor an amount equal to a 25% cumulative internal
rate of return on Investor's investment.
- Fourth, 75% of the residual to the Investor and 25% to Ridgewood
Hotels.
A Management Agreement exists between the Partnership and the Company as
Manager ("Manager") for the purpose of managing hotels in Kentucky, Georgia
and South Carolina. The Manager shall be entitled to the following property
management fees:
(1) 2.5% of the gross revenues from the hotel property.
(2) 1% of the gross revenues from the hotel property as an incentive
fee if distributable cash equals or exceeds 13.5% of certain aggregate
acquisition costs. No management fees were payable with respect to the first
12-month period of management of the hotel in Kentucky.
A Construction Management Agreement exists between the Partnership and
the Manager for the purpose of managing future improvements to the
properties.
The Company currently has approximately $748,000 invested in the
Partnership. Also, at August 31, 1996, the Company recorded approximately
$209,000 equity in the income of the Partnership, bringing the total
investment in the limited Partnership to approximately $957,000. The
Partnership purchased a hotel in Louisville, Kentucky for approximately
$16,000,000. In December 1995 and January 1996, the Partnership purchased
four hotel properties in Georgia for approximately $15,000,000 and a hotel in
South Carolina for $4,000,000, respectively. The Company may make future
capital contributions to the Partnership. Management expects to fund such
capital contributions through available cash or from loans from the
Partnership. Additionally, the Company may invest in other partnerships to
acquire hotels in the future.
In December 1995, the Company acquired the Wesley Hotel Group, a hotel
management company located in Atlanta, Georgia. At the time of acquisition,
Wesley managed five hotels. In conjunction with the acquisition, the Company
issued 125,000 shares of common stock and assumed three promissory notes with
a combined outstanding principal of approximately $106,000.
The Company owns and operates one hotel and owns a number of land
parcels which are held for sale. 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 hotel management business has become very competitive. In order to
obtain management contracts, owners are frequently requiring management
companies to also have ownership in the hotel. The hotel industry has become
very attractive to many investors and, in turn, it has become very
competitive to purchase hotels. This has also prompted the building of many
new hotels in various markets. The Company believes that it is in an
attractive position to remain competitive in this industry. The Company has
the ability to generate equity to contribute to the acquisitions as well as
to provide the expertise to manage the acquisitions, operations and ultimate
disposition of properties for both the Company and third-party owners.
The annual average occupancy of the Company's only hotel was
approximately 65% for the fiscal year 1996.
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 19 are located at its
principal office) at August 31, 1996.
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.
The Company's operating properties are as follows:
Name of Hotel Location # of Rooms Ownership Interest
Ramada Inn (a) Longwood, FL 192 Owned
Holiday Inn Louisville, KY 267 Owned by Partnership (b)
Holiday Inn Orangeburg, SC 160 Owned by Partnership (b)
Holiday Inn Gainesville, GA 132 Owned by Partnership (b)
Holiday Inn Thomasville, GA 147 Owned by Partnership (b)
Holiday Inn Suwanee, GA 120 Owned by Partnership (b)
Holiday Inn
Express Commerce, GA 96 Owned by Partnership (b)
(a) The hotel serves as collateral for the Company's $2,771,000
term loan with a commercial lender.
(b) The Company has a 1% ownership in these hotels as the general partner in
a partnership.
The Company also holds eight land parcels for sale, three of
which are located in Florida, two in Georgia and one in Texas, Ohio
and Arizona.
For further information on such properties, see the accompanying
consolidated financial statements and Schedule III, 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. On July 5, 1995, the
Company filed a timely answer generally denying the material
allegations of the complaint and asserting several affirmative
defenses. This case is in the concluding stages of discovery. No
trial date has been set. The Company intends to vigorously contest
this matter.
On December 22, 1995, the Company and its wholly-owned
subsidiary, Cornerstone Management & Development, Inc., a Georgia
corporation ("Cornerstone Georgia"), sued Charles S. Taylor
("Taylor"), Deborah L. Cannon ("Cannon"), their affiliated
corporations, Cornerstone Management & Development, Inc., a Maryland
corporation ("Cornerstone Maryland") and Cornerstone Hospitality
Group, Inc. ("Cornerstone Hospitality") in the Superior Court of Cobb
County, Georgia (No. 95-1943805), for actions taken by the defendants
both before and after Taylor and Cannon were terminated as officers
and directors of Cornerstone Georgia. The complaint alleges that in
violation of their fiduciary duties and in violation of an Asset
Purchase Agreement among the parties, Taylor and Cannon
misappropriated assets and business from Cornerstone Georgia; that
since their termination by Cornerstone Georgia, Taylor and Cannon
have continued to misappropriate assets and to usurp business
opportunities and to interfere with business and contractual
relationships; and that this wrongful activity has been for the
benefit and with the assistance of Cornerstone Maryland and
Cornerstone Hospitality. The suit is for money damages, an
accounting, the imposition of a constructive trust, expenses of
litigation including attorneys' fees, and punitive damages. The
defendants have filed an Answer and Counterclaim, alleging that the
individual defendants were terminated in violation of the Agreement;
that the Company breached the Asset Purchase Agreement; that the
Company otherwise interfered with business and contractual
relationships; and for conversion. The counterclaim is for money
damages, restitution, expenses of litigation including attorneys'
fees, and punitive damages. The Company intends to vigorously pursue
this matter.
On August 23, 1996, Great American Resorts filed a complaint
in the Superior Court of Cobb County, State of Georgia, entitled
Great American Resorts, Inc. and Great American Casinos, Inc. v.
Charles Taylor, Deborah Lynn Cannon, Walter D. Hrab and Ridgewood
Properties, Inc., Civil Action File No. 9616398-05, alleging that the
Company and the other defendants are liable for breach of contract
and breach of fiduciary duty stemming from a contract between Great
American and one of the Company's subsidiaries. The complaint seeks
damages, attorneys' fees and pre-judgment interest. It also seeks an
order requiring that certain books and records be turned over to the
plaintiffs. On September 27, 1996, the Company filed a timely answer
generally denying the material allegations of the complaint and
asserting several affirmative defenses. The Company 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, 1996.
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 58 President and Chief Executive
Officer, Director
Byron T. Cooper 46 Vice President -
Construction and Planning
Karen S. Hughes 41 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, 1996, is included under the
caption "Market for Registrant's Common Equity and Related
Stockholder Matters" on page 1 of the 1996 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 1992 through 1996 is included under the caption entitled
"Selected Financial Data" on page 1 of the 1996 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 3 through 7
of the 1996 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 8 through 31 of the 1996 Annual
Report to Shareholders under the following captions listed below, are
incorporated herein by reference.
Consolidated Balance Sheets at August 31, 1996 and 1995.
Consolidated Statements of Loss for the years ended August 31,
1996, 1995 and 1994.
Consolidated Statements of Shareholders' Investment for the
years ended August 31, 1996, 1995 and 1994.
Consolidated Statements of Cash Flows for the years ended August
31, 1996, 1995 and 1994.
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
and with respect to Item 405 of Regulation S-K is incorporated by
reference to the Company's Proxy Statement for its 1997 Annual
Shareholder Meeting (the "1997 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 1997 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 1997 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
1997 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 8 through 31 of the 1996 Annual Report to Shareholders and are
incorporated by reference at Item 8 herein:
Report of Independent Accountants
Consolidated Balance Sheets at August
31, 1996 and 1995
Consolidated Statements of Loss
for the years ended August 31, 1996,
1995 and 1994
Consolidated Statements of Shareholders'
Investment for the years ended
August 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the
years ended August 31, 1996, 1995 and 1994
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 S-1
III - Real Estate and Accumulated
Depreciation - August 31, 1996 S-2 thru S-3
IV - Mortgage Loans on Real Estate
August 31, 1996 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-9 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(c) 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(e) 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(f) 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(g) 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(h) 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(p) 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(q) 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(r) 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(s) 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(t) 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(u) 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(v) 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(w) 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(x) 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(bb) 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).
10(ii) Agreement and Plan of Merger between and among Ridgewood
Properties, Inc., Ridgewood Acquisition Corp., Wesley Hotel
Group, Inc., Wayne McAteer and Samuel King dated December
7, 1995 (filed as an Exhibit to Registrant's Form 10-Q for
the quarter ended November 30, 1995, 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, 1996.
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 22, 1996
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
Dated: November 22, 1996
Report of Independent Accountants on
Financial Statement Schedules
October 11, 1996
To the Board of Directors
of Ridgewood Properties, Inc.
Our audits of the consolidated financial statements referred to in
our report dated October 11, 1996 appearing in the 1996 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 Statement
Schedules present fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES SCHEDULE III
------------------------------------------- Page 1 of 2
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
-------------------------------------------------------
AUGUST 31, 1996
---------------
(000'S Omitted)
Cost Capitalized Gross Amount at Which
Initial Cost Subsequent to Carried at August 31, 1996
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 -- 78 -- 1 -- 78 1 79 -- -- 12/75
Texas -- 5,338 -- 2 -- 5,338 2 5,340 -- -- 12/85
--
Florida -- 475 -- -- -- 475 -- 475 -- -- 3/85
Florida -- 302 -- 6 -- 302 6 308 -- -- 5/77
Florida -- 41 -- -- -- 41 -- 41 -- -- 6/78
Florida -- 80 -- -- -- 80 -- 80 -- -- 11/79
Florida -- 1,184 -- -- -- 1,184 -- 1,184 -- -- 2/85
Arizona -- 978 -- 110 -- 978 110 1,088 -- -- 3/85
Ohio -- 1,006 -- 168 -- 1,006 168 1,174 -- -- 12/77
--------- --------- --------- --------- --------- --------- --------- --------- ---------
Total Non-
operating
properties -- 9,482 -- 287 -- 9,482 287 9,769 --
--------- --------- --------- --------- --------- --------- --------- --------- ---------
HOTEL
- --------------
Florida 2,771 439 1,921 1,050 -- 439 2,404 2,843 1,460 1973 9/74
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total
operating
properties 2,771 439 1,921 1,050 -- 439 2,404 2,843 1,460
-------- -------- -------- -------- -------- -------- -------- -------- --------
GRAND TOTAL $ 2,771 $ 9,921 $ 1,921 $ 1,337 $ -- $ 9,921 $ 2,691 $ 12,612 $ 1,460
========= ========= ========= ========= ========= ========= ========= ========= =========
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, 1996,
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)
8/31/96 8/31/95 8/31/94
------- ------- -------
Balance, beginning of year $12,934 $17,768 $39,911
Additions during the period:
Acquisitions -- 830 455
Capitalized costs 49 81 559
Deductions during the period:
Real estate sold or assets
retired (on which financing
was provided by the Company
in certain cases) 371 5,745 23,157
------- ------- -------
Balance, end of year $12,612 $12,934 $17,768
======= ======= =======
(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)
8/31/96 8/31/95 8/31/94
------- ------- -------
Balance, beginning of year $1,369 $2,669 $7,239
Additions during the period 121 326 1,006
Depreciation associated with
assets sold or retired (30) (1,626) (5,576)
------ ------ ------
Balance, end of year $1,460 $1,369 $2,669
====== ====== ======
(D) The aggregate cost for federal income tax purposes is approximately
$12,711,000 at August 31, 1996.
RIDGEWOOD PROPERTIES, INC. AND SUBSIDIARIES SCHEDULE IV
------------------------------------------ Page 1 of 2
SCHEDULE IV MORTGAGE LOANS ON REAL ESTATE
-----------------------------------------
AUGUST 31, 1996
---------------
(000'S Omitted)
---------------
Principal Amount
Periodic Face Carrying of Loan Subject
Interest Final Payment Prior Amount of Amount of to Delinquent
Rate Maturity Terms Liens Mortgage Mortgage Principal or
Description (b) Date (d) (d) (d) (c) Interest
- ----------- -------- -------- -------- ----- --------- --------- ----------------
Land
- ----
First Mortgage Loan, 10% 1/97 Principal and Interest -- 5 $ 5 --
Texas Payable Monthly
TOTALS $ 5
==========
SCHEDULE IV
Page 2 of 2
NOTES:
(a) Reconciliation of mortgage loans on real estate: (000's
omitted)
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
Principal received on sale of
mortgage loans (37)
Principal payments received on
mortgage loans (2)
------
Balance, August 31, 1996 5
======
(b) Interest rates shown include, where applicable,
amortization of discounts.
(c) Aggregate cost for federal income tax purposes is
approximately $5,000 at August 31, 1996.
(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, 1996
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) Bill of Sale and Assumption of
Liabilities between CMEI, Inc. and
Ridgewood Properties, Inc. dated
December 9, 1985.*
10(c) 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(d) $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(e) 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(f) 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(g) 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(h) 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(i) 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(j) 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(k) 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(l) 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(m) 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(n) 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(o) 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(p) 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(q) 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(r) 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(s) 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(t) 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(u) 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(v) 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(w) 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(x) 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(y) 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(z) 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(aa) 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(bb) 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(cc) Amended and Restated Basic Agreement
between RW Hotel Investment Partners,
L.P. and Ridgewood Hotels, Inc. dated
August 14, 1995 (filed as an Exhibit
to Registrant's Form 10-K for the
fiscal year ended August 31, 1995,
and incorporated herein by
reference).
10(dd) Amended and Restated Limited
Partnership Agreement of RW Hotel
Partners, L.P. dated September 8,
1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(ee) Management Agreement (Holiday Inn
Hurstbourne) between RW Hotel
Partners, L.P. and Ridgewood
Properties, Inc. dated August 16,
1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(ff) Mortgage, Assignment of Leases and
Rents and Security Agreement Between
Bloomfield Acceptance Company, L.L.C.
and Ridgewood Orlando, Inc. dated
June 30, 1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(gg) Security Agreement between Ridgewood
Orlando, Inc. and Bloomfield
Acceptance Company, L.L.C. dated June
30, 1995 (filed as an Exhibit to
Registrant's Form 10-K for the fiscal
year ended August 31, 1995, and
incorporated herein by reference).
10(hh) Mortgage Note between Bloomfield
Acceptance Company and Ridgewood
Orlando, Inc. dated June 30, 1995
(filed as an Exhibit to Registrant's
Form 10-K for the fiscal year ended
August 31, 1995, and incorporated
herein by reference).
10(ii) Agreement and Plan of Merger between
and among Ridgewood Properties, Inc.,
Ridgewood Acquisition Corp., Wesley
Hotel Group, Inc., Wayne McAteer and
Samuel King dated December 7, 1995
(filed as an Exhibit to Registrant's
Form 10-Q for the quarter ended
November 30, 1995, and incorporated
herein by reference).
10(jj) Shareholders' Agreement by and between
Samuel King and Ridgewood Properties,
Inc. dated December 1995.
13 1996 Annual Report to Shareholders.
22 Subsidiaries of Registrant.
23 Consent of Price Waterhouse LLP
27 Financial Data Schedule.
_____________________
* Previously filed as an Exhibit to Registrant's
Registration Statement on Form 10 filed on November 19,
1985 (Securities Exchange Act File No. 0-14019), and
incorporated herein by reference.