For the transition period from to
(State or other jurisdiction of (I.R.S. Employer
400 WEST ONTARIO STREET, CHICAGO, ILLINOIS 60654
(Address of principal executive offices) (Zip Code)
(312) 505-9267
ASSETS
|
December 31, 2014
|
June 30, 2014
|
Current assets
|
||
Cash
|
$ 518,415
|
$ 324,291
|
Restricted cash
|
38,128
|
38,117
|
Trade accounts receivable, net
|
887,602
|
1,233,714
|
Inventories
|
2,868,879
|
2,829,055
|
Other current assets
|
74,672
|
44,010
|
Deferred income taxes
|
83,000
|
50,000
|
Total current assets
|
4,470,696
|
4,519,187
|
Property, plant & equipment
|
||
Property, plant & equipment at cost
|
3,126,109
|
3,118,897
|
Less accumulated depreciation
|
(1,982,684)
|
(1,942,354)
|
Total property, plant & equipment
|
1,143,425
|
1,176,543
|
Other assets
|
||
Deferred financing costs
|
52,067
|
59,731
|
Other asset, non-current
|
8,783
|
8,783
|
Total other assets
|
60,850
|
68,514
|
Total assets
|
$ 5,674,971
|
$ 5,764,244
|
LIABILITIES & STOCKHOLDERS' EQUITY
|
December 31, 2014
|
June 30, 2014
|
Current liabilities
|
||
Line of credit - bank
|
$ 751,317
|
$ 798,514
|
Trade accounts payable
|
579,471
|
622,362
|
Due to finance company
|
403,044
|
444,592
|
Accrued liabilities
|
369,932
|
331,532
|
Current maturities of long-term debt
|
338,959
|
353,181
|
Deferred revenue
|
231,155
|
41,103
|
Total current liabilities
|
2,673,878
|
2,591,284
|
Long-term liabilities
|
||
Long term debt less current portion
|
2,105,538
|
2,258,428
|
Total Long-term liabilities
|
2,105,538
|
2,258,428
|
Total liabilities
|
4,779,416
|
4,849,712
|
Stockholders' equity
|
||
Common Stock
|
143,151
|
143,151
|
Paid-in-capital
|
2,457,975
|
2,457,975
|
Accumulated deficit
|
(1,705,571)
|
(1,686,594)
|
Total stockholders' equity
|
895,55
5
|
914,532
|
Total liabilities and stockholders' equity
|
$ 5,674,971
|
$ 5,764,244
|
Three Months Ended
|
||
December 31, 2014
|
December 31, 2013
|
|
Net Revenue
|
$ 1,436,075
|
$ 1,124,771
|
Cost of sales
|
1,308,425
|
917,630
|
Gross profit
|
127,650
|
207,141
|
Operating expenses
|
||
Sales & marketing
|
41,205
|
49,731
|
General & administrative
|
96,278
|
184,757
|
Total operating expenses
|
137,483
|
234,488
|
Operating loss
|
(9,833)
|
(27,347)
|
Other income (expenses)
|
||
Interest income
|
27
|
78
|
Interest expense
|
(46,214)
|
(55,945)
|
Debt forgiveness
|
-
|
440,000
|
Total other income (
expenses)
|
(46,187)
|
384,133
|
Net income (loss) from continuing operations before income taxes
|
(56,020)
|
356,786
|
Income tax benefit
continuing operations
|
(22,000)
|
(21,000)
|
Net income (loss) from continuing operations
|
(34,020)
|
377,786
|
Discontinued operations:
|
||
Net income from discontinued operation before taxes
|
-
|
95,380
|
Income tax expense-discontinued operations
|
-
|
(47,106)
|
Gain on disposal of discontinued operations, net of income taxes of $114,964
|
-
|
2,059,777
|
Net income from discontinued operations
|
-
|
2,108,051
|
Net income (loss)
|
$ (34,020)
|
$ 2,485,837
|
Basic net income (loss) per share (Continuing operations)
|
$ (0.02)
|
$ 0.26
|
Basic net income (loss) per share (Discontinued operations)
|
$ -
|
$ 1.47
|
Basic net income (loss) per share
|
$ (0.02)
|
$ 1.73
|
Diluted net income (loss) per share (Continuing operations)
|
Anti-dilutive
|
$ 0.13
|
Diluted net income (loss) per share (Discontinued operations)
|
$ -
|
$ 0.73
|
Diluted net income (loss) per share
|
Anti-dilutive
|
$ 0.86
|
Weighted -average common shares used in the computation of EPS
|
||
Basic
|
1,431,503
|
1,431,503
|
Diluted
|
1,431,503
|
2,890,844
|
Six Months Ended
|
||
December 31, 2014
|
December 31, 2013
|
|
Net revenue
|
$ 2,805,850
|
$ 2,682,272
|
Cost of sales
|
2,469,461
|
2,290,785
|
Gross profit
|
336,389
|
391,487
|
Operating expenses
|
||
Sales & marketing
|
65,880
|
71,130
|
General & administrative
|
211,883
|
330,619
|
Total operating expenses
|
277,763
|
401,749
|
Operating income (loss)
|
58,626
|
(10,262)
|
Other income (expenses)
|
||
Interest income
|
264
|
81
|
Interest expense
|
(90,867)
|
(130,662)
|
Debt forgiveness
|
-
|
440,000
|
Total other income (expenses)
|
(90,603)
|
309,419
|
Net income (loss) from continuing operations before income taxes
|
(31,977)
|
299,157
|
Income tax benefit-continuing operations
|
(13,000)
|
(44,000)
|
Net income (loss) from continuing operations
|
(18,977)
|
343,157
|
Discontinued operations:
|
||
Net income from discontinued operation
s before taxes
|
-
|
236,619
|
Income tax expense-discontinued operations
|
-
|
103,106
|
Gain on disposal of discontinued operations, net of income taxes of $114,964
|
-
|
2,059,777
|
Net income from discontinued operations
|
-
|
2,193,290
|
Net income (loss)
|
$ (18,977)
|
$ 2,536,447
|
Basic net income (loss) per share (Continuing operations)
|
$ (0.01)
|
$ 0.24
|
Basic net income (loss) per share (Discontinued operations)
|
$ -
|
$ 1.53
|
Basic net income (loss) per share
|
$ (0.01)
|
$ 1.77
|
Diluted net income (loss) per share (Continuing operations)
|
Anti-dilutive
|
$ 0.12
|
Diluted net income (loss) per share (Discontinued operations)
|
$ -
|
$ 0.74
|
Diluted net income (loss) per share
|
Anti-dilutive
|
$ 0.86
|
Weighted -average common shares used in the computation of EPS
|
||
Basic
|
1,431,503
|
1,431,503
|
Diluted
|
1,431,503
|
2,961,173
|
Six Months Ended
|
||
December 31, 2014
|
December 31, 2013
|
|
Cash flows from operating activities:
|
||
Net income (loss)
|
$ (18,977)
|
$ 2,536,447
|
Net income from discontinued operations
|
-
|
2,193,290
|
Net income (loss) from continued operations
|
(18,977)
|
343,157
|
Adjustments to reconcile net income (loss) to
|
||
net cash flows from operating activities-continuing operations:
|
||
Depreciation and amortization
|
40,330
|
57,211
|
Debt forgiveness
|
-
|
(440,000)
|
Deferred income taxes
|
(33,000)
|
174,070
|
Receivables
|
346,112
|
1,005,588
|
Inventories
|
(39,824)
|
345,087
|
Prepaids & other assets
|
(22,998)
|
(40,805)
|
Accounts payable and due to finance company
|
(84,439)
|
(695,553)
|
Deferred revenue
|
190,052
|
(304,796)
|
Accrued liabilities
|
38,400
|
5,803
|
Net cash flows from operating activities-continuing operations
|
415,656
|
449,762
|
Net cash flows from operating activities-discontinued operations
|
-
|
(33,028)
|
Net cash flows from operating activities
|
415,656
|
416,734
|
Cash flows from investing activities:
|
||
Purchases of property and equipment
|
(7,212)
|
(5,863)
|
Changes in restricted cash
|
(11)
|
(11)
|
Proceeds from sale of discontinued operations
|
-
|
1,500,000
|
Net cash flows from investing activities-continuing operations
|
(7,223)
|
1,494,126
|
Net cash flows from investing activities-discontinued operations
|
-
|
(162,177)
|
Net cash flows from investing activities
|
(7,223)
|
1,331,949
|
Cash flows from financing activities:
|
||
Payment of line of credit
|
(47,197)
|
(772,790)
|
Principal payments on long-term debt
|
(167,112)
|
(164,577)
|
Principal payments on short-term notes payable
|
-
|
(150,000)
|
Funds received from discontinued operations
|
-
|
127,119
|
Net cash flows from financing activities-continuing operations
|
(214,3
09)
|
(960,248)
|
Net cash flows from financing activities-discontinued operations
|
-
|
(78,251)
|
Net cash flows from financing activities
|
(214,3
09)
|
(1,038,499)
|
Net change in cash
|
194,124
|
710,184
|
Less: Change in cash-discontinued operations
|
-
|
(273,456)
|
Net change in cash-continuing operations
|
194,124
|
983,640
|
Cash-continuing operations
|
||
Beginning of year
|
324,291
|
35,796
|
End of period
|
$ 518,415
|
$ 1,019,436
|
1. BASIS OF PRESENTATION
The accompanying Condensed Consolidated Financial Statements include the accounts of Oakridge Holdings, Inc. (the “Company”) and its wholly owned subsidiary. 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, 2014. Operating results for the six-month period ended December 31, 2014 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 and inventory reserves, investments, depreciation and accruals. Actual results could differ from those estimates.
Three Months Ended
December 31, 2013
|
|
Revenue
|
$
751,147
|
Cost of sales
|
471,906
|
Gross income
|
279,241
|
Operating expense
|
|
Sales & marketing
|
55,956
|
General & administrative
|
132,388
|
Operating income
|
660,250
|
Other income (expense)
|
4,483
|
Income before income taxes
|
95,380
|
Income tax expense
|
47,106
|
Gain on disposal of discontinued operations, net of income taxes of $114,964
|
2,059,777
|
Net income from discontinued operations
|
$
2,108,051
|
Six Months Ended
|
|
December 31, 2013
|
|
Revenue
|
$
1,730,948
|
Cost of sales
|
1,095,598
|
Gross income
|
635,350
|
|
|
Operating expenses:
|
|
Sales & marketing
|
118,342
|
General & administrative
|
296,717
|
Operating income
|
1,510,657
|
Other income (expense)
|
16,328
|
Income before income taxes
|
236,619
|
Income tax expense
|
103,106
|
Gain on disposal of discontinued operations, net of income taxes of $114,964
|
2,059,777
|
Net income from discontinued operations
|
$
2,193,290
|
Three Months Ended
|
||
December 31, 2014
|
December 31, 2013
|
|
Net Income (loss) from continuing operations
|
$
(34,020
)
|
$
377,786
|
Net Income from discontinued operation
|
-
|
2,108,051
|
Net income (loss)
|
$
(34,020
)
|
$
2,485,837
|
Basic net income (loss) per share (Continuing operations)
|
$
(0.02
)
|
$
0.26
|
Basic net income (loss) per share (Discontinued operations)
|
$ -
|
$
1.47
|
Basic net income (loss) per share
|
$
(0.02
)
|
$
1.73
|
Diluted net income (loss) per share (Continuing operations)
|
Anti-dilutive
|
$
0.13
|
Diluted net income (loss) per share (Discontinued operations)
|
$ -
|
$
0.73
|
Diluted net income (loss) per share
|
Anti-dilutive
|
$
0.86
|
Weighted -average common shares used in the computation of EPS
|
||
Basic
|
1,431,503
|
1,431,503
|
Diluted
|
1,431,503
|
2,890,844
|
Six Months Ended
|
||
December 31, 2014
|
December 31, 2013
|
|
Net Income (loss) from continuing operations
|
$
(18,977
)
|
$
343,157
|
Net Income from discontinued operation
|
-
|
2,193,290
|
Net income (loss)
|
$
(18,977
)
|
$
2,536,447
|
Basic net income (loss) per share (Continuing operations)
|
$
(0.01
)
|
$
0.24
|
Basic net income (loss) per share (Discontinued operations)
|
$ -
|
$
1.53
|
Basic net income (loss) per share
|
$
(0.01
)
|
$
1.77
|
Diluted net income (loss) per share (Continuing operations)
|
Anti-dilutive
|
$
0.12
|
Diluted net income (loss) per share (Discontinued operations)
|
$ -
|
$
0.74
|
Diluted net income (loss) per share
|
Anti-dilutive
|
$
0.86
|
Weighted -average common shares used in the computation of EPS
|
||
Basic
|
1,431,503
|
1,431,503
|
Diluted
|
1,431,503
|
2,961,173
|
4. 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.
5. INVENTORIES
The table below summarizes information about reported components of inventory for as of December 31, 2014 and as of June 30, 2014:
December 31
, 2014
|
June 30, 2014
|
|
Raw Material
|
$
1,833,265
|
$
1,754,901
|
Work in Process
|
1,035,614
|
1,050,010
|
Finished Goods
|
-
|
24,144
|
Inventory
|
$
2,868,879
|
$
2,829,055
|
Long-term debt consisted of the following:
December 31, 2014
|
June 30, 2014
|
|
Note payable — bank, payable in monthly installments of $
6,672
including interest at
6.0
%, with a balloon payment in January 2023. The note is secured by the first mortgage on property owned by the Company, continuing commercial guarantees from both the Company and the chief executive officer/key stockholder and by the assignment of a life insurance policy on the chief executive officer/key stockholder.
|
$
873,235
|
$
886,379
|
Note payable — SBA, payable in monthly installments of $
20,503
including interest at the prime rate (as published by the Wall Street Journal) plus
1
%, adjusted every calendar quarter (
4.25
% at December 31, 2014), maturing in May 2018. The note is secured by the assets of the Company and the unconditional guarantee of the chief executive officer/key stockholder.
|
781,642
|
886,567
|
Note payable — SBA, payable in monthly installments of $
5,107
, including interest and SBA fees for an interest rate of
4.1
%, maturing March 2033. The note is secured by a second mortgage on property owned by the Company and an unconditional guarantee from both the Company and the chief executive officer/key stockholder.
|
707,660
|
723,239
|
Note payable — bank, payable in monthly installments of $
6,091
with interest at
2.75
% over the U.S Bancorp Prime Lending Rate (
6.0
% at December 31, 2014) through February 2016. The note is secured by the assets of the Company, the unconditional guarantee of the chief executive officer/key stockholder, and by the assignment of a life insurance policy on the chief executive officer/key stockholder.
|
81,960
|
115,424
|
Total Debt
|
2,444,497
|
2,611,609
|
Less current maturities
|
338,959
|
353,181
|
Long term Debt
|
$
2,105,538
|
$
2,258,428
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Revenue increased $311,304 to $1,436,075, or 27.7%, in the second quarter of fiscal year 2015 in comparison to the prior year’s comparable period. The increase was primarily due to market improvement.
The Company has no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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 not 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.
(a) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In response to these material weaknesses, we developed remediation plans to address the control deficiencies identified in fiscal year 2014. We implemented the following remediation actions during the six months ended December 31, 2014:
• Engaged a third party specialist for advice and consultation
• Completed review of the Company's critical accounting and internal control policies with third party advisors that are knowledgeable regarding GAAP and internal controls
• Provided training and education relating to accounting for modifications and extinguishments
• Hired third party advisors to assist in preparing consolidated financial statements
In addition to the above steps, management intends to continue its remediation efforts by:
• Completing our review with the assistance of a third party advisor of the Company’s financial reporting controls and implementing recommended control procedures to strengthen the Company’s control procedures in areas which involve significant judgements and estimates, which involve application of complex accounting methods under GAAP, or which could have a material impact on the accuracy of our financial statements.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is from time to time involved in the ordinary course of 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. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this Quarterly Reporton Form 10-Q for the quarterly period ending December 31, 2014:
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
100 XBRL-Related Documents
(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: March 25, 2016
INDEX TO EXHIBITS
DESCRIPTION METHOD OF FILING
3(i) Amended and Restated Articles of Incorporation of the Company (incorporated by reference)
3(ii) Amended and Superseding By-Laws of the Company, as amended (incorporated by reference)
31 Rule 13a-14(a)/15d-14(a) Certifications (filed electronically)
32 Section 1350 Certifications (filed electronically)
100 XBRL-Related Documents (filed electronically)
EXHIBIT 31
RULE 13a-14(a)/15d-14(a) CERTIFICATIONS
I, Robert C. Harvey, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Oakridge Holdings, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: March 25, 2016
/s/ Robert C. Harvey
Robert C. Harvey
President, Chief Executive Officer,
Chief Financial Officer, Principal Accounting Officer and
Chairman of the Board of Directors
EXHIBIT 32
SECTION 1350 Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned certifies that this periodic report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of Oakridge Holdings, Inc.
Date: March 25, 2016
/s/ Robert C. Harvey
Robert C. HarveyPresident,
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer andChairman of the Board of Directors