UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) Form 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2009
Or
[ ]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 WEST ONTARIO STREET, CHICAGO, ILLINOIS 60610
(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 Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (Section 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
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:
1,431,503 shares as of the date of this report
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 or the Exchange Act.
Large Accelerated filer { } Accelerated Filer { }
Non-accelerated filer { } Smaller reporting company {X}
(Do not check if a smaller reporting company)
OAKRIDGE HOLDINGS, INC.
FORM 10-Q/A
For the quarter ended March 31, 2009
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements:
(a) Condensed Consolidated Balance Sheets as of
March 31, 2009 (unaudited) and June 30, 2008
(b) Condensed Consolidated Statements of Operations
for the three months ended March 31, 2009 and 2008
(unaudited) and nine months ended March 31, 2009
and 2008 (unaudited)
(c) Condensed Consolidated Statements of Cash Flows
for the nine months ended March 31, 2009 and 2008
(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. Submission of Matters to a Vote of Security Holders
ITEM 5. Not Applicable
ITEM 6. Exhibits
SIGNATURES
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
ASSETS
March 31,2009 June 30,2008
(Unaudited)
_________________ ____________
<s> <c> <c>
CURRENT ASSETS:
Cash & cash equivalents $561,215 $278,202
Trade receivables 1,168,179 2,204,311
Current portion of net investment
in sales-type lease - 460,200
Inventories:
Production 7,915,472 5,656,996
Cemetery and mausoleum space,
markers and related 649,686 645,941
Other current assets 151,939 100,873
Deferred income taxes 154,000 178,000
----------- -----------
Total current assets 10,600,491 9,524,523
----------- -----------
PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment,
at cost 6,322,915 6,226,836
Less accumulated depreciation (4,089,362) (3,862,029)
----------- -----------
Property, plant and equipment, net 2,233,553 2,364,807
----------- -----------
OTHER ASSETS:
Preneed trust investments 2,047,303 1,926,120
Cemetery perpetual care trusts 4,485,810 4,918,067
Deferred income taxes 185,000 82,000
Deferred financing costs 70,977 76,785
Other 9,431 19,800
----------- -----------
Total other assets 6,798,521 7,022,772
----------- -----------
Total assets $19,632,565 $18,912,102
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES
March 31,2009 June 30,2008
(Unaudited)
_____________ _____________
<s> <c> <c>
CURRENT LIABILITIES:
Note payable bank $979,840 $520,000
Accounts payable 1,225,466 1,140,562
Due to finance company 2,051,841 980,544
Other current liabilities 658,152 814,356
Deferred revenue 2,353,327 2,372,525
Current maturities of long-term debt 179,384 212,575
----------- -----------
Total current liabilities 7,448,010 6,040,562
----------- -----------
LONG-TERM LIABILITES:
Bank Notes 4,283,472 4,415,274
Non-Controlling interest in pre-need
care trust investments 2,047,303 1,926,120
----------- -----------
Total long-term liabilities 6,330,775 6,341,394
----------- -----------
Total liabilites 13,778,785 12,381,956
----------- -----------
Non-controlling interest in trust
investments 4,485,810 4,918,067
----------- -----------
SHAREHOLDERS' EQUITY
Common stock 143,151 143,151
Additional paid-in-capital 2,028,975 2,028,975
Accumulated deficit (804,156) (560,047)
----------- -----------
Total stockholders' equity 1,367,970 1,612,079
----------- -----------
Total liabilites and
stockholder's equity $19,632,565 $18,912,102
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended March 31, Nine Months Ended March 31,
2009 2008 2009 2008
__________ __________ __________ __________
<s> <c> <c> <c> <c>
Revenue, net:
Cemetery $531,584 $693,471 $1,881,243 $2,168,885
Aviation 997,188 2,764,790 5,081,856 5,655,213
Interest-Care Funds 30,493 41,548 89,378 106,782
Other (3,920) 8,186 (10,285) 24,849
---------- ---------- ---------- ----------
Total revenue 1,555,345 3,507,995 7,042,192 7,955,729
---------- ---------- ---------- ----------
Operating expenses:
Cost of cemetery sales 368,814 494,346 1,260,582 1,399,487
Cost of aviation sales 1,003,386 2,261,835 4,792,379 4,771,019
Sales and marketing 97,961 165,304 303,717 397,260
General and administrative 214,791 270,421 823,320 800,143
---------- ---------- ---------- ----------
Total operating expenses 1,684,952 3,191,906 7,179,998 7,367,909
---------- ---------- ---------- ----------
Income (loss) from operations (129,607) 316,089 (137,806) 587,820
Other income (expense):
Interest income 5,850 18,865 24,288 102,186
Interest expense (86,303) (101,257) (293,591) (274,187)
---------- ---------- ---------- ----------
Total other expense (80,453) (82,392) (269,303) (172,001)
---------- ---------- ---------- ----------
Income (loss) before income taxes (210,060) 233,697 (407,109) 415,819
Income tax provision (benefit) (84,000) 93,000 (163,000) 166,000
---------- ---------- ---------- ----------
Net income (loss) $(126,060) $140,697 $(244,109) $249,819
========== ========== ========== ==========
Net income (loss) per common
share - basic $(.088) $ .098 $(.171) $.175
========== ========== ========== ==========
Weighted average number of
common shares - basic 1,431,503 1,431,503 1,431,503 1,431,503
========== ========== ========== ==========
Net income (loss) per common
shares - diluted $(.088) $.090 $(.171) $.171
========== ========== ========== ==========
Weighted average number of
common shares - diluted Anti-dilutive 1,431,503 Anti-dilutive 1,431,503
========== ========== ========== ==========
See accompanying notes to the
condensed consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended March 31, 2009 2008
____________ ___________
<s> <c> <c>
Cash flows from operating activities:
Net income (loss) $(244,109) $249,819
Adjustments to reconcile net income
(loss) to cash flows from operating
activities:
Depreciation and amortization 233,141 278,880
Deferred income taxes (79,000) 166,000
Change in accounts receivable 1,036,132 (587,334)
Change in inventories (2,262,221) (2,170,563)
Change in other assets (40,697) (36,193)
Change in accounts payable and due to
finance company 1,156,201 1,558,921
(Gains) losses on trust investments 20,585 (4,421)
Change in deferred revenue (19,198) (798,077)
Change in accrued liabilities (156,204) 21,798
---------- ----------
Net cash from (used in) operating
activities (355,370) (1,321,170)
---------- ----------
Cash flows from investing activities:
Purchases of property and equipment (96,079) (222,950)
Purchases of non-controlling investments
in trusts (116,029) (118,922)
Sales of non-controlling investments
in trusts 95,444 123,343
Payments of lease receivable 460,200 746,629
---------- ----------
Net cash flows from (used in) investing
activities: 343,536 528,100
---------- ----------
Cash flows from financing activities:
Increase (decrease) in note payable
bank 459,840 514,000
Proceeds from short term debt - 260,000
Principal payments on long-term debt (164,993) (126,627)
---------- ----------
Net cash flows from financing activities: 294,847 647,373
---------- ----------
Net change in cash and cash equivalents: 283,013 (145,697)
Cash and cash equivalents:
Beginning of year 278,202 854,495
---------- ----------
End of period $561,215 $708,798
========== ==========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q/A
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-KSB for the fiscal year
ended June 30, 2008. Operating results for the nine-month period ended March 31,
2009 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 Statement of Financial Accounting Standards
No. 128, "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 stock options and convertible debentures. The
following table presents the computation of basic and diluted EPS:
Nine Months Ended March 31, 2009 2008
(Loss) from continuing $(244,109) $249,819
operations
Average shares of common stock 1,431,503 1,431,503
outstanding used to compute basic
earnings per common share
Additional common shares to be Antidilutive 135,000
issued assuming exercise of stock
options, and conversion of
convertible debentures
Additional income from continuing Antidilutive $18,225
operations, assuming conversion of
convertible debentures at the
beginning of the period
Shares used to compute dilutive Antidilutive 1,566,503
effect of stock options and
convertible debentures
Basic earnings (loss) per common $(.171) $.175
share from continuing operations
Diluted earnings (loss) per common $(.171) $.171
share from continuing operations
3. COMPREHENSIVE INCOME
The Company has no significant components of other comprehensive income and
accordingly, comprehensive income (loss) is the same as net income (loss) 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 and nine months ended March 31, 2009 and 2008:
NINE MONTHS ENDED
MARCH 31, 2009:
Aviation Cemeteries Corporate Consolidation
Ground
Support
Equipment
Revenues $5,081,856 $1,970,621 (10,285) $7,042,192
Depreciation and
amortization 72,900 153,000 1,433 227,333
Gross Margin 289,477 620,661 (10,285) 899,853
Selling Expenses 132,474 171,243 - 303,717
General &
Administrative
Expenses 239,460 384,553 199,307 823,320
Interest Expense 250,225 3,878 39,488 293,591
Interest Income 6,855 17,433 - 24,288
Income (loss) before
Taxes (325,827) 167,798 (249,080) (407,109)
Capital Expenditures 6,052 90,027 - 96,079
Segment Assets:
Inventory 7,915,472 649,686 - 8,565,158
Property, Plant
& Equipment 1,312,408 920,093 1,052 2,233,553
THREE MONTHS ENDED
MARCH 31, 2009:
Aviation Cemeteries Corporate Consolidation
Ground
Support
Equipment
Revenues $997,188 $562,077 $(3,920) $1,555,345
Depreciation 24,300 51,000 450 75,750
Gross Margin (6,198) 162,770 (3,920) 192,652
Selling Expenses 43,494 54,467 - 97,961
General &
Administrative
Expenses 55,958 116,488 42,345 214,791
Interest Expense 72,826 314 13,163 86,303
Interest Income - 5,850 - 5,850
Income (loss) before
Taxes (178,476) 27,844 (59,428) (210,060)
Capital Expenditures 71 1,260 - 1,331
NINE MONTHS ENDED
MARCH 31, 2008:
Aviation Cemeteries Corporate Consolidating
Ground
Support
Equipment
Revenues $5,679,894 $2,275,667 $168 $7,955,729
Depreciation 149,580 127,800 1,500 278,880
Gross Margin 908,875 876,180 168 1,785,223
Selling Expenses 223,189 174,071 - 397,260
General &
Administrative 256,234 282,869 261,040 800,143
Interest Expense 209,625 16,190 48,372 274,187
Interest Income 86,069 16,117 - 102,186
Income (loss)
before Taxes 305,896 419,167 (309,244) 415,819
Capital
Expenditures 22,846 200,104 - 222,950
Segment Assets
Inventory 6,149,454 648,078 - 6,797,532
Property, plant
& equipment 1,334,438 964,732 2,985 2,302,155
THREE MONTHS ENDED
MARCH 31, 2008:
Aviation Cemeteries Corporate Consolidating
Ground
Support
Equipment
Revenues $2,773,755 $735,019 $(779) $3,507,995
Depreciation 49,860 42,600 500 92,960
Gross Margin 511,920 240,674 (779) 751,815
Selling Expenses 98,305 66,999 - 165,304
General &
Administrative
Expenses 119,612 83,757 67,053 270,422
Interest Expense 85,121 765 15,371 101,257
Interest Income 13,760 5,105 - 18,865
Income (loss)
before Taxes 222,642 94,258 (83,203) 233,697
Capital
Expenditures 4,398 11,008 - 15,406
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. The Private Securities
Litigation Reform Act of 1995 contains certain safe harbors regarding forward-
looking statements. 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 that may
further enhance or inhibit the Company's ability to maintain or raise
appropriate levels of cash; requirements for unforeseen 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, cash flow from
operations and the offering of its subordinated debentures. For the first nine
months of fiscal year 2009, the Company had an increase in cash of $283,013
compared to a cash decrease in the same period in fiscal year 2008 of $145,697.
As of March 31, 2009, the Company had no cash equivalents.
During the nine-month period ended March 31, 2009, the Company recorded a net
loss after tax benefit of $244,109. The Company's net cash used in operating
activities was $355,370 in the first nine months of fiscal year 2009 compared to
net cash used in operating activities of $1,321,170 in the same period in fiscal
year 2008. The decrease in net cash used in operating activities was primarily
due to an increase in accounts receivable. During the first nine months of
fiscal 2009, cash from investing activities was $343,536 primarily due to
collection of lease payments on lease receivable, while net cash provided by
financing activities was $294,847 primarily due to borrowings on the revolving
note payable with the company's bank. The remaining increases and decreases
in the components of the Company's financial position reflect normal operating
activity.
The Company had working capital of $3,152,481 at March 31, 2009, a decrease of
$331,480 from June 30, 2008. The decrease in working capital was primarily due
to a decrease in sales type lease with the United States Air Force, which was
completed in fiscal year 2008. Additionally, the revolving note payable to our
bank lender increased $459,840 during the nine month period ending March 31,
2009, primarily to finance an increase in inventory needed to meet expected
sales demands in the third quarter of fiscal year 2009. Current assets amounted
to $10,600,491 and current liabilities were $7,448,010, resulting in a current
ratio of 1.42 to 1 at March 31, 2009. Long-term liabilities was $6,330,775 and
equity was $1,367,970 at March 31, 2009.
Capital expenditures for the first nine months of fiscal year 2009 were $96,079
compared with $222,950 for the same period in fiscal year 2008. These
investments reflect the Company's continuing program to achieve business growth,
improve its properties, and improve productivity. The cemetery operations'
primary expenditure was for a triple dipper dump truck. The aviation ground
support operations purchased upgraded computer workstations. The Company
anticipates that it will spend approximately $10,000 on capital expenditures
during the final quarter of fiscal year 2009 for shop equipment for aviation
ground support operations. The Company plans to finance these capital
expenditures primarily through cash flows provided by operations.
The Company has a bank line of credit for up to the lesser of (1) $1,000,000 or
(2) 75% of the Company's accounts acceptable to the lender. The line of credit
contains certain financial covenants that require the Company to maintain a
debt-to-worth ratio of at least 4.5-to-1 and cash flow-to-current maturity of at
least 1.2-to-1. The line of credit matures on May 22, 2009. As of March 31,
2009 there was $979,840 outstanding under this facility. The company has had
discussions with the bank and the line of credit will be renewed when it
becomes due.
The Company believes that its financial position, remaining debt capacity and
ability to issue subordinated debentures should enable it to meet its current
and future capital requirements.
INFLATION
Because of the relatively low levels of inflation experienced during the first
nine months of this fiscal year, and as of March 31, 2009, inflation did not
have a significant effect on the Company's results in the first nine months of
fiscal year 2009.
RESULTS OF OPERATIONS
FIRST NINE MONTHS OF FISCAL YEAR 2009
COMPARED WITH FIRST NINE MONTHS OF FISCAL YEAR 2008
Cemetery Operations:
Revenue for the nine months ended March 31, 2009 was $1,970,621, a decrease of
$305,046, or 14%, when compared to the nine months ended March 31, 2008. The
decrease was primarily due to a decrease in all revenue accounts as follows:
decrease in marker sales of $133,376, land sales of $33,965, overtime charges
for Saturday burials of $24,305, cremations of $45,835, grave liners of
$27,287, interment fees of $13,543, foundations of $9,790 and care fund interest
of $17,404. The Company's management expects that sales of non-essential items
such as markers, foundations, overtime and pre-need sales will continue to
decrease as the economy continues to decline and disposable income decreases.
Cost of sales for the nine months ended March 31, 2009 was $1,260,582, a
decrease of $138,905, or 10%, compared to the nine months ended March 31, 2008.
During the nine months ended March 31, 2009, costs associated with sales of
markers decreased $49,753, costs associated with sales of foundations decreased
$11,364 and costs associated with sales of grave liners decreased $21,369
compared to the same period in fiscal year 2008, but fixed costs of employees
offset the decrease in costs of goods purchased from vendors. The Company's
primary decrease in cost of sales was the allocation of health insurance of
$41,057 to sales and general and administrative.
The resulting cemetery gross profit margin was 36% for the first nine months of
fiscal year 2009 versus 39% for the corresponding period in fiscal year 2008,
representing a 3% decrease. The decrease was caused by a decrease in sales
volume.
Selling expenses for the nine months ended March 31, 2009 were $171,243, a
decrease of $2,828, or 2%, when compared to the nine months ended March 31,
2008. The decrease was due to lower commissions on sales of markers.
General and administrative expenses for the nine months ended March 31, 2009,
were $384,553, an increase of $101,684, or 36%, compared to the nine months
ended March 31, 2008. The increase was primarily due to increases in the cost of
one additional full-time office employee of $23,584, utilities of $11,023,
health insurance of $14,611, and corporate assessment of $54,000.
Holding Operations:
Revenue for the nine months ended March 31, 2009 was immaterial.
General and administrative expenses for the nine months ended March 31, 2009 was
$199,307, a decrease of $61,733, or 24%, when compared to the nine months ended
March 31, 2008. The decrease was primarily due to the allocation of corporate
assessment of an additional $54,000 to cemetery operations.
Interest expense for the nine months ended March 31, 2009 was $39,488, a
decrease of $8,884, or 18%, when compared to the nine months ended March 31,
2008. The decrease is due to having no bank debt after the refinancing of
aviation ground support equipment.
Aviation and Ground Support Operations:
Revenue for the nine months ended March 31, 2009 was $5,081,856, a decrease of
$598,038, or 11%, when compared to the nine months ended March 31, 2008. The
decrease was primarily due to decreased international equipment sales during the
period.
Cost of sales as a percentage of sales for the nine months ended March 31, 2009
was 94%, an increase of 10%, when compared to the nine months ended March 31,
2008. The increase was primarily due to increased costs associated with cost of
utilities of $6,724, freight out and delivery costs of $156,564, and research
and development of $17,339, warranty costs of $9,069, late delivery penalties of
$55,485, depreciation of $57,780, insurance for workers compensation of $46,571
and chassis costs of $102,688. The costs of hiring engineers and drafters for
upcoming contracts to be produced in the third and fourth quarters of fiscal
year 2009 also contributed significantly to increased costs of sales.
The resulting gross profit margin was 6% for the first nine months of fiscal
year 2009 versus 16% for the corresponding period in fiscal year 2008,
representing a $619,398 decrease.
Selling expenses for the nine months ended March 31, 2009 were $132,474, a
decrease of $90,715, or 41%, when compared to the nine months ended March 31,
2008. The decrease was primarily due to the Company's in-house salesman not
being paid commissions and his agreement to forgive commissions previously
accrued by the Company.
General and administrative expenses for the nine months ended March 31, 2009
were $239,460, a decrease of $16,774, or 7%, when compared to nine months ended
March 31, 2008. The decrease was primarily due to decreased office wages and
related benefits.
Other expenses, which consist of interest expense and interest income, for the
nine months ended March 31, 2009, were a combined expense of $243,370, an
increase of $40,600, or 20%, when compared to the nine months ended March 31,
2008. The increase was due to no longer having lease revenue earned with the
United States Government, and increase in financing costs associated with the
new credit facility entered into in the last quarter of fiscal 2008.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2009
COMPARED WITH THREE MONTHS ENDED MARCH 31, 2008
Cemetery Operations:
Revenue for the three months ended March 31, 2009 was $562,077, a decrease of
$172,942, or 24%, when compared to the three months ended March 31, 2008. The
decrease was primarily due to a decrease in all revenue accounts, specifically,
cemetery space ($54,825), markers ($7,932), foundations ($16,805), grave liners
($27,204), interment fees ($32,297), overtime ($15,300), cremations ($27,835),
and care fund income ($11,055). The Company's management believes the decrease
in total revenue was due to the slow down in the economy during the third
quarter of fiscal year 2009.
Cost of sales for the three months ended March 31, 2009 was $368,814, a decrease
of $125,532, or 25%, when compared to the three months ended March 31, 2008.
The decrease was primarily due to decreased sales and expenses, where the
largest decreases were in health insurance ($28,315), gas and oil ($14,140),
office salaries and related payroll taxes ($39,807).
The resulting cemetery gross profit margin was 34% for the three months ended
March 31, 2009 versus 33% for the corresponding period in fiscal year 2008,
representing a 1% increase.
Selling expenses for the three months ended March 31, 2009 were $54,467, a
decrease of $12,532, or 19%, when compared to the three-month period ended March
31, 2008. The decrease was primarily due to lower sales commissions ($9,440)
and health insurance ($3,153).
General and administrative expenses for the three months ended March 31, 2009
were $116,488, a increase of $32,731, or 39%, when compared to the three months
ended March 31, 2008. The increase was primarily due to higher computer
consulting and software license costs ($8,941) and corporate assessments of
($18,000).
Holdings Operations:
Revenue for the three months ended March 31, 2009 was immaterial.
General and administrative expenses for the three months ended March 31, 2009
were $42,345, a decrease of $24,708, or 37%, when compared to the three months
ended March 31, 2008. The decrease was primarily due to allocation of corporate
assessment to cemetery operations.
Interest expense for the three months ended March 31, 2009 was $13,163, a
decrease of $2,208, or 14%, when compared to the three months ended March 31,
2008. The decrease is due to lower debt.
Aviation and Ground Support Operations:
Revenues for the three months ended March 31, 2009 were $997,188, a decrease of
$1,267,602, or 64%, when compared to the three months ended March 31, 2008. The
decrease in revenue was primarily due to lower equipment sales. The Company's
management believes the decrease was caused by the general decrease in credit
facilities available to purchase goods to manufacture.
Cost of sales for the nine months ended March 31, 2009, was $1,003,386, a
decrease of $1,258,449, or 56%, when compared to the three months ended March
31, 2008. The decrease was primarily due to decreased sales and related costs
to manufacture goods for those sales.
The resulting gross profit margin was negative for the three months ended March
31, 2009 versus 18% for the corresponding period in fiscal year 2008. The
decrease was due to lower sales and fixed costs that the Company could not
decrease to offset lower sales.
Selling expenses for the three months ended March 31, 2009 were $43,494, a
decrease of $54,811, or 56%, when compared to the three months ended March 31,
2008. The decrease was primarily due to the forgiveness of sales commissions by
the Company's inside salesman for the year.
General and administrative expenses for the three months ended March 31, 2009
were $55,958, an decrease of $63,644 or 53%, when compared to the three months
ended March 31, 2008. The decrease was primarily due to having six less full
time employees.
Interest expense for the three months ended March 31, 2009 was $72,826, a
decrease of $12,295, or 14%, when compared to the three months ended March 31,
2008. The decrease was attributable to decreased debt under the Company's
financing line of credit due to the decrease in inventory chassis to meet
expected sales demands in the third quarter of fiscal year 2009.
OFF BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
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 has concluded that the
Company's disclosure controls and procedures are effective to ensure that
information required to be disclosed by the Company in reports that it files or
submits under the Exchange Act is (a) recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and (b)
accumulated and communicated to the Chief Executive Officer and Chief Financial
Officer to allow timely decisions regarding disclosure.
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.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is from time to time involved in ordinary 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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS
The following exhibits are filed as part of this Quarterly Report
on Form 10-Q/A for the quarterly period ending March 31, 2009:
3(i) Amended and Restated Articles of Incorporation, as
amended (1)
3(ii) Amended and Superseding By-Laws of the Company, as
amended (1)
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 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 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
and Chief Financial Officer
Date: July 24, 2009
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION PAGE
3(i) Amended and Restated Articles of (incorporated
Incorporation of the Company by reference)
3(ii) Amended and Superseding By-Laws (incorporated
of the Company, as amended by reference)
31 Rule 13a-14(a)/15d-14(a) (filed
Certifications electronically
32 Section 1350 Certifications (filed
electronically