Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) Form 10-Q
[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from to
Commission file number 0-1937
OAKRIDGE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0843268
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
400 W Ontario Street, Chicago, Illinois, 60654
(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (312) 505-9267
_________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. {X}Yes { }No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Date File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter)
during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files.)
{ }Yes { }No
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). { }Yes {X}No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of "large
accelerated filer," "accelerated filer" and "smaller reporting
company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer { } Accelerated filer { }
Non-accelerated filer { } Smaller reporting company {X}
(Do not check if a smaller reporting company)
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
The number of shares of the issuer's common stock outstanding on
November 11, 2011 was 1,431,503
OAKRIDGE HOLDINGS, INC.
FORM 10-Q
For the quarter ended September 30, 2011
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements:
(a) Condensed Consolidated Balance Sheets as of
September 30, 2011 (unaudited) and June 30, 2011 (audited)
(b) Condensed Consolidated Statements of Operations for the three
months ended September 30, 2011 and 2010 (unaudited)
(c) Condensed Consolidated Statements of Cash Flows for the three
months ended September 30, 2011 and 2010 (unaudited)
(d) Notes to Condensed Consolidated Financial Statements
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
ITEM 3. Quantitative and Qualitative Disclosures About
Market Risk
ITEM 4. Controls and Procedures
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
ITEM 1A. Risk Factors
ITEM 2-3. Not Applicable
ITEM 4. (Removed and Reserved)
ITEM 5. Not Applicable
ITEM 6. Exhibits
SIGNATURES
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30,2011 June 30,2011
(Unaudited) (Audited)
ASSETS _________________ ____________
Current assets:
Cash & cash equivalents $443,791 $416,997
Restricted cash 89,898 89,857
Accounts receivable, net 1,859,938 2,128,663
Inventories:
Production, net 6,763,844 7,535,252
Cemetery, mausoleum space
and markers 594,761 599,445
Deferred income taxes 217,000 167,000
Other current assets 78,733 44,835
----------- -----------
Total current assets 10,047,965 10,982,049
----------- -----------
Property, plant and equipment:
Property, plant and equipment,
at cost 6,885,721 6,822,008
Less accumulated depreciation (4,579,172) (4,519,040)
----------- -----------
Property, plant and equipment, net 2,306,549 2,302,968
----------- -----------
Other assets:
Cemetery perpetual care trusts 5,170,338 5,345,922
Preneed trust investments 2,242,124 2,075,713
Deferred income taxes 303,000 303,000
Deferred financing costs, net 51,620 53,556
Other 4,240 4,238
----------- -----------
Total other assets 7,771,322 7,782,429
----------- -----------
Total assets $20,125,836 $21,067,446
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30,2011 June 30,2011
(Unaudited) (Audited)
_____________ _____________
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Lines of credit - bank $1,710,845 $1,710,845
Trade accounts payable 886,883 1,456,555
Due to finance company 1,999,950 2,088,037
Deferred revenue 1,552,486 1,697,935
Accrued liabilities 797,177 785,566
Short-term notes payable - others 330,000 330,000
Current maturities of long-term debt 824,979 244,800
----------- -----------
Total current liabilities 8,102,320 8,313,738
----------- -----------
Long-term liabilities:
Non-controlling interest in pre-need
care trust investments 2,242,124 2,075,713
Long-term debt, less current
maturities 3,169,746 3,809,746
----------- -----------
Total long-term liabilities 5,411,870 5,885,459
----------- -----------
Total liabilities 13,514,190 14,199,197
----------- -----------
Non-controlling interest in perpetual
care trust investments 5,170,338 5,345,922
----------- -----------
Stockholders' Equity:
Common stock 143,151 143,151
Additional paid-in-capital 2,028,975 2,028,975
Accumulated deficit (730,818) (649,799)
----------- -----------
Total stockholders' equity 1,441,308 1,522,327
----------- -----------
Total liabilities & stockholder's
equity $20,125,836 $21,067,446
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, 2011 2010
__________ __________
Revenue, net:
Cemetery $927,682 $8321,548
Aviation 2,070,142 3,164,464
Interest - Care Funds 20,178 18,355
Other - 464
---------- ----------
Total revenue 3,018,002 4,004,831
---------- ----------
Operating expenses:
Cost of cemetery sales 548,196 467,033
Cost of aviation sales 2,083,231 2,844,624
Sales and marketing 102,112 154,961
General and administrative 314,101 325,836
---------- ----------
Total operating expenses 3,047,640 3,792,454
---------- ----------
Operating income (loss) (29,638) 212,377
---------- ----------
Other income (expense):
Interest income 5,390 1,831
Interest expense (106,771) (124,620)
---------- ----------
Total other expense (101,381) (122,789)
---------- ----------
Income (loss) from continuing
operations before income taxes (131,019) 89,588
Provision (benefit)for income taxes (50,000) 36,000
---------- ----------
Net income (loss) $(81,019) $53,588
========== ==========
Net income (loss) per common
share - basic $(0.057) $0.037
========== ==========
Weighted average number of
common shares outstanding -
basic 1,431,503 1,431,503
========== ==========
Net income (loss) per common
shares - diluted $(0.057) $0.026
========== ==========
Weighted average number of
common shares outstanding -
diluted Anti-dilutive 2,501,503
========== ==========
See accompanying notes to the
condensed consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended September 30, 2011 2010
____________ ___________
Cash flows from operating activities:
Net (loss) income $(81,019) $53,588
Adjustments to reconcile net income to
cash flows from operating activities:
Depreciation and amortization 62,068 67,636
Deferred income taxes (50,000) -
Accounts receivable 268,725 557,463
Inventories 776,092 203,147
Other assets (33,900) (11,229)
Accounts payable (657,759) (338,024)
Losses on non-controlling
trust investments 26,802 22,145
Deferred revenue (145,449) (281,683)
Accrued liabilities 11,611 102,959
---------- ----------
Net cash Provided (used) in
operating activities 177,171 376,002
---------- ----------
Cash flows used in investing activities:
Restricted cash (41) (132)
Purchases of non-controlling
investments in trusts (60,749) (52,078)
Sales of non-controlling
investments in trusts 33,947 29,933
Purchases of property and equipment (63,713) (37,112)
---------- ----------
Net cash used in investing activities (90,556) (59,389)
---------- ----------
Cash flows used in financing activities:
Repayment on long-term debt (59,821) (60,758)
Repayment on short-term debt - (20,040)
---------- ----------
Net cash used in financing activities (59,821) (80,798)
---------- ----------
Net increase (decrease) in cash: 26,794 235,815
Cash at beginning of period 416,997 372,797
---------- ----------
Cash at end of period $443,791 $608,612
========== ==========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying Condensed Consolidated Financial Statements include the
accounts of Oakridge Holdings, Inc. (the "Company") and its wholly owned
subsidiaries. All significant intercompany transactions and balances have been
eliminated. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments, consisting only of
normal recurring adjustments, necessary to present such information fairly.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to Securities and Exchange Commission
rules and regulations. These condensed consolidated financial statements should
be read in conjunction with the consolidated financial statements and related
notes included in the Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 2011. Operating results for the three-month period ended
September 30, 2011 may not necessarily be indicative of the results to be
expected for any other interim period or for the full year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period. The
most significant estimates in the financial statements include, but are not
limited to, accounts receivable, depreciation and accruals. Actual results
could differ from those estimates.
2. EARNINGS PER COMMON SHARE
Earnings per Common Share (EPS) are presented on both a basic and diluted basis
in accordance with the provisions of Accounting Standards Codification Topic
260 - Earnings per Share. Basic EPS is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
period. Diluted EPS reflects the maximum dilution that would result after
giving effect to dilutive convertible debentures. The following table presents
the computation of basic and diluted EPS:
Three Months Ended September 30, 2011 2010
-------------------------------------- --------- ----------
Income (loss) from continuing operations $(81,019) $53,588
Average shares of common stock
outstanding used to compute basic
earnings per common share 1,431,503 1,431,503
Additional common shares to be issued
assuming conversion of convertible
debentures anti-dilutive 1,070,000
Additional income from continuing
operations, assuming conversion
of convertible debentures at the
beginning of the period anti-dilutive $12,038
Shares used to compute dilutive effect
of convertible debentures anti-dilutive 2,501,503
Basic earnings (loss) per common
share from continuing operations ($0.057) $0.037
Diluted earnings (loss) per common
share from continuing operations ($0.057) $0.026
3. COMPREHENSIVE INCOME
The Company has no significant components of other comprehensive
income and accordingly, comprehensive income is the same as net
income for all periods.
4. OPERATING SEGMENTS AND RELATED DISCLOSURES
The Company's operations are classified into two principal industry
segments: cemeteries and aviation ground support equipment.
The Company evaluates the performance of its segments and allocates resources
to them based primarily on operating income.
The table below summarizes information about reported segments for the three
months ended September 30, 2011 and 2010:
THREE MONTHS ENDED
SEPTEMBER 30, 2011:
Aviation Cemeteries Corporate
Ground
Support
Equipment
Revenues $2,070,142 $927,682 $ -
Depreciation 20,100 39,000 1,032
Gross Margin (13,089) 379,486 -
Selling Expenses 33,989 68,123 -
General & Administrative
Expenses 67,323 174,281 72,497
Interest Expense 84,503 443 21,825
Interest Income 41 5,349 -
Income (loss) before taxes (198,863) 162,166 (94,322)
Capital Expenditures 31,734 31,979 -
Segment assets at 9/30/11:
Inventory 6,763,844 594,761 -
Property, Plant &
Equipment, net 1,535,944 763,381 7,224
Other Assets 156,620 7,406,462 208,240
THREE MONTHS ENDED
SEPTEMBER 30, 2010:
Aviation Cemeteries Corporate
Ground
Support
Equipment
Revenues $3,164,464 $839,903 $464
Depreciation/amortization 26,200 39,000 500
Gross Margin 319,839 372,870 464
Selling Expenses 62,166 92,795 -
General & Administrative
Expenses 69,605 163,194 93,037
Interest Expense 104,011 472 20,137
Interest Income 163 1,668 -
Income (loss) before Taxes 84,220 118,078 (112,710)
Capital Expenditures 10,117 21,355 5,640
Segment assets at 9/30/10:
Inventory 6,422,691 628,905 -
Property, Plant &
Equipment 1,360,839 795,490 9,040
Other Assets 242,363 7,130,678 113,497
5. FAIR VALUE MEASUREMENTS
The Company defines fair value as the price that would be received to sell an
asset or paid to transfer a liability between market participants at a
measurement date.
General accepted accounting principles describes a fair value hierarchy that
includes three levels or inputs to be used to measure fair value. The three
levels, as interpreted for use by the Company, are defined as follows:
Level 1 - Inputs into fair value methodology are based on quoted market prices
in active markets.
Level 2 - Inputs into the fair value methodology are based on quoted prices
for similar items, broker/dealer quotes, or models using market interest rates
or yield curves. The inputs are generally seen as observable in active markets
for similar items for the asset or liability, either directly or indirectly,
for substantially the same term of the financial instrument.
Level 3 - Inputs into fair value methodology are unobservable and significant
to the fair value measurement (primarily alternative type investments, which
include but are not limited to limited partnership interests, hedges, private
equity, real estate, and natural resource funds). Often, these types of
investments are valued based on historical cost and then adjusted by shared
earnings of a partnership or cooperative, which can require some varying degree
of judgment.
Information regarding assets (principally cash and investments) and liabilities
measured at fair value on a recurring basis as of September 30, 2011 and
June 30, 2011 are as follows:
Recurring Fair Value Measurements using
Level I Level II Level III Total Fair Value
----------------------------------------------------
September 30, 2011
Assets at fair value:
Cemetery perpetual care
and pre-need trust
investments $ - $7,412,462 $ - $7,412,462
----------------------------------------------------
Liabilities at fair value:
Non-controlling interest
in pre-need trust
investments $ - $2,242,124 $ - $2,242,124
----------------------------------------------------
Recurring Fair Value Measurements using
Level I Level II Level III Total Fair Value
----------------------------------------------------
June 30, 2011
Assets at fair value:
Cemetery perpetual care
and pre-need trust
investments $ - $7,421,635 $ - $7,421,635
----------------------------------------------------
Liabilities at fair value:
Non-controlling interest
in pre-need trust
investments $ - $2,075,713 $ - $2,075,713
----------------------------------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Management's discussion and analysis of financial condition and results of
operations, as well as other portions of this document, include certain
forward-looking statements about the Company's business and products, revenues,
expenditures and operating and capital requirements. From time to time,
information provided by the Company or statements made by its directors,
officers or employees may contain "forward-looking" information subject to
numerous risks and uncertainties. Any statements made herein that are not
statements of historical fact are forward-looking statements including, but not
limited to, statements concerning the characteristics and growth of the
Company's markets and customers, the Company's objectives and plans for its
future operations and products and the Company's expected liquidity and
capital resources. Such forward-looking statements are based on a number of
assumptions and involve a number of risks and uncertainties, and, accordingly,
actual results could differ materially for those discussed. Among the factors
that could cause actual results to differ materially from those projected in
any forward-looking statement are as follows: the effect of business and
economic conditions; conditions in the industries in which the Company
operates, particularly the airline industry; the Company's ability to win
government contracts; the impact of competitive products and continued pressure
on prices realized by the Company for its products; constraints on supplies of
raw material used in manufacturing certain of the Company's products or
services provided; capacity constraints limiting the production of certain
products; changes in anticipated operating results, credit availability, equity
market conditions or the Company's debt levels may further enhance or inhibit
the Company's ability to maintain or raise appropriate levels of cash;
requirements for unseen maintenance, repairs or capital asset acquisitions;
difficulties or delays in the development, production, testing, and marketing
of products; market acceptance issues, including the failure of products to
generate anticipated sales levels; difficulties in manufacturing process and
in realizing related cost savings and other benefits; the effects of changes in
trade, monetary and fiscal policies, laws and regulations; foreign exchange
rates and fluctuations in those rates; the cost and effects of legal and
administrative proceedings, including environmental proceedings; and the risk
factors reported from time to time in the Company's SEC reports. The Company
undertakes no obligation to update any forward-looking statement as a result
of future events or developments.
FINANCIAL CONDITION AND LIQUIDITY
The Company's liquidity needs arise from its debt service, working capital and
capital expenditures. The Company has historically funded its liquidity needs
with proceeds from equity contributions, bank borrowing, short term notes from
officers, cash flows from operations and the offering of its subordinated
debentures. For the first three months of fiscal year 2012, the Company had an
increase in cash of $26,794, compared to a $235,815 cash increase for the same
period in fiscal year 2011. As of September 30, 2011, the Company held cash and
cash equivalents of $443,791.
During the three month period ended September 30, 2011, the Company recorded
net loss from operations of $81,019. The Company's net cash provided from
operating activities was $177,171 in the first three months of fiscal year
2012, compared to net cash from operating activities of $376,002 in the same
period of fiscal year 2011. The decrease in net cash provided from operating
activities during this three month period was primarily due to the reduction of
accounts payable. Cash flow used in investing activities was $90,556 during the
first three months of fiscal year 2012 and was primarily used for the purchase
of property and equipment for the cemeteries and purchases greater than sales
in the non-controlling trusts. Net cash used for financing activities was
$59,821 during the first three months of fiscal year 2012, and was used to pay
down debt and was comparable to prior fiscal year 2011. The remaining
increases and decreases in the components of the Company's financial position
reflect normal operating activity.
The Company had working capital of $1,945,645 at September 30, 2011, a decrease
of $722,666 since June 30, 2011 due primarily to the reclassification of
$640,000 of convertible debentures which are due within one year. At
September 30, 2011, current assets amounted to $10,047,965 and current
liabilities were $8,102,320, resulting in a current ratio of 1.24 to 1.0, which
was a slight change from 1.32 to 1.0 at June 30, 2011. Long-term debt was
$3,169,746 and stockholders' equity was $1,441,308 at September 30, 2011. The
Company's present working capital must continue to improve in order for it to
meet current operating needs.
Capital expenditures for the first three months of fiscal year 2012 were
$63,713, compared with capital expenditures of $37,112 during the same period
in fiscal year 2011. The cemetery operations incurred expenditures for
improvements to the mausoleum ($30,400), grave markers and a jet pump for the
grounds ($547), and a station computer and a hard drive for the server
($1,032), or $31,979 in total for cemetery operations. The aviation ground
support operations purchased a copier ($6,329), hand tools for the shop ($174)
and technical manuals ($25,231), or $31,734 in capital expenditures for
aviation ground support operations. The Company anticipates that it will spend
approximately $100,000 on capital expenditures during the final three quarters
of fiscal year 2012 for repairs to the Oakridge cemetery mausoleum and
equipment for aviation ground support operations. The Company plans to finance
these capital expenditures primarily through operating cash flows as sales
continue to improve in the aviation segment.
The Company has two lines of credit facilities. As of September 30, 2011,
$1,710,845 of aggregate borrowing capacity of $2,100,000 was outstanding,
leaving available credit of $389,155.
As indicated above, the Company believes that its financial position and debt
capacity should enable it to meet its current and future cash requirements
despite the need for improved working capital to meet current operating needs.
INFLATION
Because of the relatively low levels of inflation experienced this past fiscal
year, and as of September 30, 2011, inflation did not have a significant
effect on the Company's results in the first three months of fiscal year 2012.
RESULTS OF OPERATIONS
FIRST QUARTER OF FISCAL YEAR 2012 COMPARED
WITH FIRST QUARTER OF FISCAL YEAR 2011
CEMETERY OPERATIONS
Cemetery revenue from operations increased $106,134 to $927,682 for the first
quarter of fiscal year 2012, or 12% over the prior year's comparable period
revenue of $821,548. The increase was primarily due to an increase in sales of
land $12,335, markers of $46,977, foundations of $14,131, grave liners of
$9,139 and interment fees of $28,690. The only decrease during the quarter was
in cremation fees of $7,140.
The cemetery gross profit margin decreased to 40% in the first quarter of
fiscal year 2012, a decrease of 3% compared to the corresponding period in
fiscal year 2011. The decrease was attributable to an increase in salaries of
$55,019 and related payroll costs of $14,683 due to more burials taking place
on Saturdays, which increases the cost of labor due to union contracts that
require time-and-a-half pay.
Interest income from cemetery care funds increased $1,823, or 9%, in the first
quarter of fiscal year 2012, compared to the corresponding period in fiscal
year 2011. The increase was due to increased rates earned on funds.
Selling expenses decreased $24,672, or 26%, in the first quarter of fiscal year
2012, compared to the corresponding period in fiscal year 2011. The decrease
was caused by having one less full time salesperson and discontinuing payment
of related benefits.
General and administrative expenses increased $11,087, or 7%, in the first
quarter of fiscal year 2012 in comparison to the prior year's comparable
period. The increase was primarily due to increases in temporary salaries for
the input of data into the computer system.
AVIATION GROUND SUPPORT EQUIPMENT OPERATIONS:
Revenue decreased $1,094,322 to $2,070,142, or 34%, in the first quarter of
fiscal year 2012 in comparison to the prior year's comparable period. The
decrease was primarily due to the United States government stopping the
shipment of all equipment due to the 2011 Ford chassis not being able to run
on jet fuel. The contracts now have been modified and production will begin
in November 2011.
Gross profit margin decreased 10% in the first quarter of fiscal year 2012,
compared to the corresponding period in fiscal year 2011, resulting in a
negative gross margin. This decrease was caused by plant capacity running at
approximately 33%, due to not being able to build United States government
equipment, which constitutes 70% of total sales.
Selling expenses for the aviation ground support equipment business as a
percentage of sales remained constant at 2% of net revenues for the comparable
period. The decrease of $28,177 in the first quarter of fiscal year 2012,
compared to the corresponding period in fiscal year 2011, was primarily due to
no sales commissions being paid to outside agents and representatives.
General and administrative expenses in the first quarter of fiscal year 2012
decreased $2,282, or 3%, in comparison to the first quarter of fiscal year
2011. The decrease was primarily due to the decrease in bank related fees.
Interest expense in the first quarter of fiscal year 2012 was $84,503, a
decrease of $19,508, or 18%, in comparison to the first quarter of fiscal year
2011. The decrease was due to a decrease in finance rates with Ford Motor
Credit.
Interest income in the first quarter of fiscal year 2012 is immaterial.
OAKRIDGE HOLDINGS, INC.
General and administrative expenses in the first quarter of fiscal year 2012
decreased $20,540, or 22%, in comparison to the first quarter of fiscal year
2011. The decrease was primarily due to lower professional fees of $12,864,
transfer agent expenses of $1,348 and past write offs of RSM Equities for
$12,375.
Interest expense in the first quarter of fiscal year 2012 was $21,825, an
increase of $1,688, or 8%, in comparison to the first quarter of fiscal year
2011. The increase was primarily due to higher debenture balances outstanding.
OFF BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCOURSES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as
of the end of the period covered by this quarterly report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the Company's disclosure controls and procedures were effective to ensure
that information required to be disclosed by the Company in reports that it
files or submits under the Exchange Act is (i) recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms and (ii)
accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosures because of the material weakness
relating to internal controls that was described in Item 9A of the Company's
Form 10-K for the year ended June 30, 2011, filed October 13, 2011.
Notwithstanding the material weakness that existed as of June 30, 2011, our
Chief Executive Officer and Chief Financial Officer concluded that the
financial statements included in this report present fairly, in all material
respects, the financial position, results of operations and cash flows of the
Company in conformity with accounting principles generally accepted in the
United States of America.
No change in the Company's internal control over financial reporting was
identified in connection with the evaluation required by Rule 13a-15(d) of the
Exchange Act that occurred during the period covered by this quarterly report
and that has materially affected, or is reasonably likely to materially affect,
the Company's internal control over financial reporting. Management has
concluded that the material weakness in internal control, as described in Item
9A of our Form 10-K for the year ended June 30, 2011, has not been fully
remediated. We are committed to implementing the necessary enhancements to our
policies and procedures to fully remediate the material weakness discussed
above. Due to our lack of sufficient capital, we expect the material weakness
to continue until our capital needs are met.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is from time to time involved in ordinary course
litigation incidental to the conduct of its businesses. The
Company believes that none of its pending litigation will have a
material adverse effect on the Company's businesses, financial
condition or results of operations.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. (Removed and Reserved)
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2011:
1.1 Form of 9.00% Convertible Subordinated Debenture
due July 1, 2012 (1)
3(i) Amended and Restated Articles of Incorporation,
as amended (2)
3(ii) Amended and Superseding By-Laws of the Company,
as amended (2)
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Section 1350 Certifications.
(1) Incorporated by reference to the like numbered Exhibit to the
Company's Current Report on Form 8-K filed with the Commission
on February 7, 2011.
(2) Incorporated by reference to the like numbered Exhibit to the
Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30, 1996.
SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Oakridge Holdings, Inc.
/s/ Robert C. Harvey
Robert C. Harvey
Chief Executive Officer
Principal Accounting Officer
Date: November 14, 2011
INDEX TO EXHIBITS
DESCRIPTION METHOD OF FILING
1.1 Form of 9.00% Convertible (incorporated by
Subordinated Debenture reference)
due July 1, 2012
3(i) Amended and Restated Articles of (incorporated by
Incorporation of the Company reference)
3(ii)Amended and Superseding By-Laws (incorporated by
of the Company, as amended reference)
31 Rule 13a-14(a)/15d-14(a) (filed electronically)
Certifications
32 Section 1350 Certifications (filed electronically)
