UNITED STATES
SECURITIES AND EXCHANGE COMMISISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
{X}ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
OF 1934 for the fiscal year ended June 30, 2008
{ }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 0-1937
OAKRIDGE HOLDINGS, INC.
(Name of small business issuer as specified in its charter)
Minnesota
(State or other jurisdiction of incorporation or organization)
41-0843268
(I.R.S. Employer Identification No.)
400 West Ontario Street
Unit 1003
Chicago, IL 60654
(Address of principal executive offices)(Zip code)
(312) 505-9267
(Issuer's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, Par Value $.10 per share
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes { } No {X}
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes { } No {X}
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities 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. Yes {X} 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
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-K contained in this form, and no disclosure will
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/A or any amendment to the Form 10-K/A. {X}
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)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes{ } No{x}
The aggregate market value of the voting and non-voting common equity held
by non-affiliates as of September 15, 2008, was approximately $752,595,
based on the average of the bid and asked price of such stock as of such
date.
The number of shares outstanding of Registrant's common stock on
September 24, 2008, was 1,431,503.
Documents Incorporated by Reference: The information set forth in Part III
of this Report is incorporated by reference to the Registrant's definitive
proxy statement for the 2008 annual meeting of stockholders, which will be
filed no later than 120 days after June 30, 2008.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A (the "Amendment") to
amend our Annual Report on Form 10-KSB for the fiscal year ended
June 30, 2008, filed with the Securities and Exchange Commission ("SEC")
on September 29, 2008 (the "Original Filing"). The Amendment is filed in
response to comment letters we received from the staff of the SEC on the
Original Filing, and is filed on Form 10-K/A as a result of the SEC's
Smaller Reporting Company Regulatory Relief and Simplification rule
amendments. The Amendment amends and replaces the Original Filing in its
entirety. The Amendment does not reflect events occurring after the filing
of the Original Filing and unless otherwise stated herein, the information
contained in the Amendment is current only as of the time of the Original
Filing.
TABLE OF CONTENTS
Part I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
Item 6. Selected Financial Data
Item 7. Management Discussion and Analysis of Financial Condition and
Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director
Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits and Financial Statement Schedules
CAUTIONARY STATEMENT
UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Form 10-K/A contains certain forward-looking statements. Forward-
looking statements do not relate strictly to historical or current facts,
but rather give our current expectations or forecasts of future events.
Forward-looking statements may be identified by their use of words such as
"plans," "expects," "may," "will," "anticipates," "believes" and other
words of similar meaning. Forward-looking statements may address, among
other things, the Company's strategy for growth, product development,
regulatory changes, the outcome of contingencies (such as legal
proceedings), market position, expenditures and financial results. Forward-
looking statements are based on current expectations of future events.
Forward-looking statements involve risks and uncertainties, and actual
results could differ materially from 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; the impact of competitive products and continued
pressure on prices realized by the Company for its products; constraints on
supplies of raw materials 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 costs 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.
PART I
ITEM 1. BUSINESS
GENERAL
Oakridge Holdings, inc. and its subsidiaries, collectively, are called the
"Company" or "Oakridge," and all references to "our," "us" and "we" refer
to Oakridge Holdings, Inc. and its subsidiaries, collectively, unless the
context otherwise requires. The Company has two business segments -
cemeteries and aviation ground support equipment.
The Company was incorporated as a Minnesota corporation in 1961 and began
operations on March 6, 1961, with two cemeteries in Cook County, Illinois,
selling cemetery property, merchandise and service. Cemetery property
includes lots, lawn crypts, and family and community mausoleums. Cemetery
merchandise includes vaults, monuments and markers. Cemetery services
include burial site openings and closings and inscriptions.
The Cemeteries that we operate are located outside of Chicago, Illinois.
According to the United States Bureau of the Census, this area has a large
population over age 50, which represents a principal target market for our
pre-need sales program as well as at-need sales.
We believe the sale of cemetery property to a family creates a relationship
that builds heritage over time, as family members are buried in a plot or
mausoleum and as other family members purchase additional cemetery property
in order to be buried in the same cemetery.
On June 29, 1998, the Company acquired substantially all of the assets of
Stinar Corporation, a Minnesota corporation. Stinar Corporation has been
in business for 60 years and is an established international manufacturer,
and its products are used by the airline support equipment industry.
Stinar is a global manufacturer of ground support equipment for the
aviation industry which is used for servicing, loading, and maintaining all
types of aircraft for both commercial and government aviation companies,
and airports. These products are sold and marketed through our technically
oriented sales staff as well as through independent distributors and sales
representatives. Approximately 32% of Stinar's revenues in the year ended
June 30, 2008, were generated by contracts with the U.S. military.
All references to years are to fiscal years ended June 30 unless otherwise
stated.
CEMETERY OPERATIONS OVERVIEW
Through two wholly owned subsidiaries, Oakridge Cemetery (Hillside), Inc.
and Glen Oak Cemetery, Inc., the Company operates two adjacent cemeteries
in Hillside, Illinois. The cemetery operations are discussed on a
consolidated basis, and the Company makes no functional distinction between
the two cemeteries, except where noted.
Together the cemeteries comprise 176.7 total acres of real estate, of which
12.8 acres are used for interior roads and other improvements. The
remaining 163.9 acres contain 137,000 burial plots of which 29,164 are in
inventory, with 975 niches and 3,190 crypts, of which 123 niches and 328
crypts were in inventory. The Company estimates that it has an inventory
of cemetery and mausoleum spaces representing between a 20- and 30-year
supply, based on the maintenance of current sales and annual usage levels.
This inventory is considered adequate for the foreseeable future, and the
Company is presently developing a plan of adding more niches and crypts in
the future. In addition to providing interment services, burial plots and
crypts, the Company sells cremation services and has a chapel in the
Mausoleum.
CEMETERY INDUSTRY
Cemetery companies provide products and services to families in two
principal areas: (i) disposition of remains, either through burial or
cremation; and (ii) memorialization, generally through monuments, markers
or inscriptions. The cemetery industry in the United States is
characterized by the following fundamental attributes:
OVERVIEW: The United States death care industry is estimated to have
generated approximately $13 billion of revenue in 2003, of which small
family-owned businesses represent approximately 80%. During most of the
1990's, there was a trend of family-owned businesses consolidating with
larger organizations. However, this trend slowed in the late 1990's and
the industry continues to be characterized by a larger number of locally-
owned, independent operations. There are approximately 10,500 cemeteries
in the United States. The market share of a single cemetery in any
community is a function of the name, reputation, and location of the
cemetery, although competitive pricing, professional service and attention,
and well-maintained grounds are important.
HERITAGE AND TRADITION. Cemetery businesses have traditionally been
transferred to successive generations within a family and in most cases
have developed a local heritage and tradition that afford an established
cemetery a local franchise and provide the opportunity for repeat business.
In addition, an established firm's backlog of pre-need cemetery and
mausoleum spaces provides a base of future revenue. In many cases,
personnel who have left public companies start these new independent
businesses or family owned businesses. Often, such businesses are
attempting to build market share by competing on price rather than heritage
and tradition.
NEED FOR PRODUCTS AND SERVICES; INCREASING NUMBER OF DEATHS. There is an
inevitable need for our products and services. Although the number of
deaths in the United States will reflect short-term fluctuations, deaths in
the United States are expected to increase at a steady pace over the long
term as the baby boom generation becomes older. According to the United
States Bureau of the Census, the number of deaths in the United States is
expected to increase from approximately 2.4 million in 2004 to 3.2 million
in 2025. Moreover, the average age of the population in the United States
is increasing. According to the United States Bureau of the Census, the
United States population of 50 years of age is expected to increase from
76.1 million in 2000 to 97.1 million in 2010. The Company believes that
the aging of the population is particularly important because it expands
the Company's target market for pre-need services and merchandise as older
persons, especially those over 50 years of age, are most likely to make pre-
need cemetery arrangements.
PRE-NEED MARKETING. In addition to sales at the time of death or on an "at
need" basis, death care products and services are being sold prior to the
time of death or on a "pre-need" basis. We are actively marketing such
products and services, which provide a backlog of future services.
DEMAND FOR CREMATION. In recent years, there has been a steady growth in
the number of families in the United States that have chosen cremation as
an alternative to tradional methods of burial. According to industry
studies, cremations represent approximately 10% of the burial market in
1980, approximately 29% in 2003, and are projected at 57.3% for 2025.
According to the latest industry studies available, cremations will
increase by approximately 1% annually from 2004 to 2010. The trend toward
cremations has been a significant concern because cremations have typically
included few, if any, additional products and services other than cremation
itself. In addition, almost all funeral homes in the Chicago area now
provide basic cremation services and they provide a full range of
merchandise and services to families choosing cremation.
IMPORTANCE OF TRADITION; BARRIERS TO ENTRY. We believe it is difficult for
new competitors to enter existing markets successfully by opening new
cemeteries. Entry into the cemetery market can be difficult due to several
factors. Because families tend to return to the same cemetery for multiple
generations to bury family members, it is difficult for new cemeteries to
attract families. Additionally, mature markets, including the metropolitan
area where our cemeteries are located, are served by an adequate number of
existing cemeteries with sufficient land for additional plots, whereas land
for new cemetery development is often scarce and expensive. Regulatory
complexities and zoning restrictions also make entry into the cemetery
market difficult. Also, development of a new cemetery usually requires a
significant capital investment that takes several years to produce a
return.
RISKS RELATED TO THE CEMETERY.
To compete successfully, the cemetery companies must maintain good
reputation and high professional standards in the industry as well as
offer attractive products and services at competitive prices. In addition,
the Company must market itself in such a manner as to distinguish itself
from its competitors. Cemeteries have historically experienced price
competition from independent and large public company cemeteries, monument
dealers, and other non-traditional companies providing death care services
and products. The intense competition the Company faces may, at some time
in the future, require the Company to reduce prices (and thereby its
profit margins) to retain or recapture market share. If the Company is
unable to successfully compete, its financial condition, results of
operations and cash flows could be materially and adversely affected.
The Company's investments held in trust are invested in securities, which
could be affected by financial market conditions that are beyond its
control.
The Company's revenue is impacted by the land trusts' net realized interest
income, which the Company recognizes to the extent of allowed reimbursement
received monthly, which is used to perform cemetery maintenance services.
The level of trust income is largely dependent on yields on trust
investments made with trust funds, which are subject to financial market
conditions and other factors that are beyond the Company's control. Trust
earnings are also affected by the mix of fixed income and equity securities
the trustee chooses to maintain in the trust funds, and the trustee may not
choose the optimal mix for any particular market condition. If earnings
from the trust decline, the Company would likely experience a decline in
future revenue and cash flow. In addition, if the trust funds experienced
significant investment losses, there would likely be insufficient funds in
the trusts to cover costs of delivering services and merchandise or
maintain the grounds of the cemeteries in the future. The Company would
have to cover any such shortfalls with cash flow from operations, which
could adversely affect its ability to service debt.
The level of pre-need sales is dependent upon the size and experience of
the Company's sale force. The Company cannot assure that it will continue
to be successful in recruiting and retaining qualified sales personal. In
addition, depending on the terms of the contract, pre-need sales have the
potential to have an initial negative impact on cash flows because of
commissions paid on the sales and the portion of the sales proceeds
required to be placed into the trust. A weakening economy that causes
customer families to have less discretionary income could cause a decline
in pre-need sales.
Declines in the number of deaths in the Chicago market can cause a decrease
in revenues. Changes in the number of deaths are not predictable from one
month to the next or over a short term.
The costs of operating and maintaining its facilities, land and equipment,
regardless of the number of interments performed, are fixed. Because the
Company cannot necessarily decrease the costs when it experiences lower
sales volumes, a decline in sales may cause gross margins, profits and cash
flows to decline at a greater rate than a decline in revenue.
STINAR OPERATIONS OVERVIEW
Stinar provides products and services to the aviation industry in three
principal areas: (i) sales of new equipment manufactured for maintaining,
servicing and loading of airplanes; (ii) sales of parts for equipment sold
in the past; and (iii) repair of equipment.
Principal products of Stinar include the following:
Truck-mounted stairways and push stairs for loading aircraft; lavatory
trucks and carts, water trucks, bobtails, and catering trucks for servicing
aircraft; cabin cleaning trucks, maintenance hi-lifts, and turbo oilers for
maintaining aircraft; and other custom built aviation ground support
equipment used by airports, airlines and the military. Stinar also
provides service and repairs on other vendors' equipment and equipment it
has sold.
Stinar sells its products to airports, airlines, and government and
military customers in the United States. Non-governmental domestic sales
comprise approximately 24%, government and military sales approximately
32%, and international sales approximately 44% of Stinar's annual revenues.
The Company purchases carbon steel, stainless steel, aluminum and chassis
domestically. We do not use single-source suppliers for the majority of
our raw material purchases and believe supplies of raw material available
in the market are adequate to meet our needs.
We are engaged in research and development activities directed primarily
toward the improvement of existing products, the design of specialized
products to meet specific customer needs, and the development of new
products and processes. A large part of our product development spending
in the past has focused on the standardization of our product lines. With
standardized products, we can minimize engineering content, improve
inventory utilization, and reduce cost through value engineering.
AVIATION GROUND SUPPORT INDUSTRY
GOVERNMENT CONTRACTS
Contracts with the U.S. government are subject to special laws and
regulations, noncompliance with which could result in various sanctions.
The aviation ground support industry internationally is characterized by
the following fundamental attributes:
HIGHLY FRAGMENTED OWNERSHIP. A significant majority of aviation ground
support equipment manufacturers consist of family-owned businesses.
Management estimates that there are approximately 20 companies in the world
that manufacture one or two products for the industry. Also, as a support
industry, ground support equipment has few market drivers of its own. That
is, the major determinants of ground support equipment market activity are
to be found in the commercial aviation industry. Under these conditions,
many suppliers have in-depth knowledge only of their own market niches, and
end-users may have difficulty finding a supplier with the right mix of
products and services to fit their needs.
SIZE AND GROWTH TRENDS. The aviation ground support industry will be
taking on the characteristics of a shrinking and declining industry over
the next couple of years. Given the weakness of the four main indicators
(aircraft movements, aircraft delivery rates, price of fuel and airport
construction/capacity improvement) of the industry's health, as well as the
continuing decline in markets for import and export, the world market for
purchases of new aviation ground support equipment is expected to decline
drastically due to most airlines downsizing operations and many large
domestic carriers filing for bankruptcy protection.
BARRIERS TO ENTRY. It is relatively difficult for new competitors to enter
the field due to (i) high start-up costs, which effectively protect against
small competitors entering the field, (ii) substantial expertise required
with regard to manufacturing and engineering difficulties, which makes it
difficult to have the knowledge to compete, and (iii) market saturation,
which reduces the possibility of competitors gaining a meaningful foothold
and network of manufacturing representatives. Moreover, airline companies
are becoming increasingly selective about which companies they will allow
to provide ground support equipment. Most airlines only purchase from
vendors who have a history in the industry.
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The following table summarizes the assets, revenues and operating profit or
loss attributable to the Company's two industry segments for the date and
periods indicated. The term "operating profit (loss)" represents revenues
less all operating expenses. Management evaluates the performance of the
Company's business segments and allocates resources to them based on
operating profit or loss. Operating expenses of a business segment do not
include corporate interest expense, corporate income or expense, or taxes
on income. Other financial information about the Company's business
segments appears in Item 6, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in Item 7, Financial
Statements.
For the fiscal years ended June 30, 2008 2007
Revenues:
(1) Aviation $8,233,104 $5,243,024
(2) Cemetery 3,077,274 2,973,400
Operating profit:
(1) Aviation $318,223 $(427,599)
(2) Cemetery 487,465 311,004
Identifiable assets:
(1) Aviation $9,710,776 $8,022,933
(2) Cemetery 12,475,624 12,281,359
REGULATIONS
CEMETERY OPERATIONS
The Company is regulated primarily on a state level, with the state
requiring licensing for cremations. The states regulate the sale of pre-
need services and the administration of any resulting trusts. The laws are
complex, are subject to interpretations by regulators, and are subject to
change from time to time. Non-compliance with these regulations can result
in fines or suspension of licenses required to sell pre-need services and
merchandise.
The Company's operation must comply with federal legislation, including the
laws administrated by the Occupational Safety and Health Administration,
the Americans with Disabilities Act and the Federal Trade Commission
("FTC") regulations.
The Company's operations are subject to numerous environmental laws,
regulations and guidelines adopted by various governmental authorities.
The Company believes that it complies in all material respects with the
provisions of the laws and regulations under which it operates. There are
no material regulatory actions pending.
STINAR OPERATIONS
Stinar is required to comply with competitive bidding and other
requirements in cases where it sells to local, state, or federal
governmental customers. The costs and effects of complying with these
requirements do not have a material impact on the financial results of the
Company.
BOTH COMPANIES
The Company holds all governmental licenses necessary to carry on its
business, and all such licenses are current. Both segments are subject to
the requirements of the federal Occupational Safety and Health Act ("OSHA")
and comparable state statutes. The OSHA hazard communication standard, the
United States Environmental Protection Agency community right-to-know
regulations under Title III of the federal Superfund Amendment and
Reauthorization Act, and similar state statutes require us to organize
information about hazardous materials used or produced in our operations.
Certain of this information must be provided to employees, state and local
governmental authorities, and local citizens.
COMPLIANCE WITH ENVIRONMENTAL LAWS
CEMETERY OPERATIONS. The Company's operations are subject to numerous
environmental laws, regulations and guidelines adopted by various
governmental authorities in the state of Illinois and Cook County. On a
continuing basis, management business practices are designed to assess and
evaluate environmental risks and, when necessary, conduct appropriate
corrective measures. Liabilities are recorded when known or considered
probable and reasonably estimable.
The Company provides for environmental liabilities using its best
estimates, but actual environmental liabilities could differ significantly
from these estimates.
STINAR CORPORATION. Stinar owns a 43,271 square foot manufacturing facility
located on approximately 7.875 acres of land (the "Stinar Facility") in an
industrial park in Eagan, Minnesota, a suburb of St. Paul, Minnesota.
Prior to the acquisition of the Stinar Facility, Stinar and the Company
obtained a Phase I environmental assessment of the Stinar Facility. This
Phase I environmental assessment suggested the need for additional study of
the Stinar Facility. In addition, the Phase I assessment suggested that
certain structural improvements be made to the Stinar Facility.
Accordingly, two additional Phase II environmental assessments were
performed and revealed the presence of certain contaminants in the soil
around and under the building located on the Stinar facility.
Subsequent to the completion of the Phase II environmental assessments and
completion of the structural improvements to the building, the Company and
Stinar requested and obtained a "no association" letter from the Minnesota
Pollution Control Agency ("MPCA") stating that, provided that certain
conditions set forth in the no association letter are met, the Company and
Stinar will not be deemed responsible for contamination which occurred at
the Stinar Facility prior to the purchase of the assets of Stinar by the
Company. The structural improvements recommended by the Company's
environmental consulting firm have been completed, and the contaminated
soil has been removed and transferred from the property. As a result, MPCA
has issued the no association letter.
CEMETERY OPERATIONS - TRUST FUNDS
GENERAL. We have established a variety of trusts in connection with our
cemetery operations as required under applicable state law. Such trusts
include (i) pre-need cemetery merchandise and service trusts; and
(ii) perpetual care trusts. We also use independent financial advisors to
consult with us on investment policies and evaluate investment results.
PRE-NEED CEMETERY MERCHANDISE AND SERVICE TRUSTS. We are generally
required under Illinois law to deposit a specified amount(generally 50% to
85% of selling price)into a merchandise and service trust fund for cemetery
merchandise and services sold in pre-need sales. The related trust fund
income earned is recognized when the related merchandise and services are
delivered. We are permitted to withdraw the trust principal and the
accrued income when the merchandise is purchased, when the service is
provided by us, or when the contract is cancelled.
PERPETUAL CARE FUNDS. Under Illinois law, the Company is required to place
a portion of all sales proceeds from cemetery lots, niches and crypts in a
trust fund for perpetual care of the cemeteries. Pursuant to these laws,
the Company deposits 15% of the revenues from the sale of grave spaces and
10% of revenues from the sale of mausoleum space into a perpetual care
fund. The income from these perpetual care trusts provides the funds
necessary to maintain cemetery property and memorials in perpetuity. The
trust fund income is recognized, as earned, in the cemetery revenues.
While we are entitled to withdraw the income from our perpetual care trust
to provide for the maintenance of the cemetery property and memorials, we
are not entitled to withdraw any of the principal balance of the trust fund
and, therefore, the principal balance is reflected on the Company's balance
sheet.
COMPETITION
Factors determining competitive success in Oakridge's business segments
include price, service, location, quality and technological innovation.
Competition is strong in all markets served.
CEMETERY OPERATIONS. Our Cemetery Operations face competition with other
cemeteries in Cook and DuPage Counties in Illinois. Competitive factors
in the cemetery business are primarily predicated on location, convenience,
service, and heritage. We believe decisions made by most customers are
only minimally influenced, if at all, by pricing. But we believe most
funeral directors are greatly influenced by pricing, due to the limited
resources of some customers, and funeral directors may direct families to
lower cost cemeteries. There are virtually no new entrants in the markets
served by the Company as the cost of acquiring sufficient undeveloped land
and establishing a market presence necessary to commence operations is
prohibitive.
There has been increasing competition from providers specializing in
specific services, such as cremations, who offer minimal services and low-
end pricing. We also face competition from companies that market products
and related information over the internet and funeral homes selling
markers. We have felt relatively limited impact in our market from those
competitors to date.
STINAR CORPORATION. The aviation ground support equipment business is
extremely fragmented and diverse. The purchasers of the types of equipment
manufactured by Stinar tend to be long-standing, repeat customers of the
same manufacturers, with quality, reliability, pricing, warranties, after
market service and delivery being the key factors cited by customers in
selecting an aviation ground support equipment supplier. Accordingly,
while the market for Stinar equipment is competitive, the Company believes
that Stinar's reputation for quality and reliable equipment and the
industry's familiarity with Stinar puts it on equal footing with its
competitors. Major domestic competitors include Global Ground Support, LLC
in catering equipment; Lift-A-Loft Corporation and NMC-Wollard in passenger
stairs; Lift-A-Loft Corporation, NMC-Wollard and Phoenix Metal Products in
lavatory and water carts; and Tesco Equipment Corporation, Lift-A-Loft
Corporation and NMC-Wollard in hi-lift equipment. International
competitors include Mullaghan Engineering in catering equipment, and
Accessair Systems, Inc. and Vestergaard Company, Inc. in water and lavatory
carts.
MARKETING
CEMETERY OPERATIONS. Sales are made to customers utilizing the facilities
primarily on an at-need basis; that is, on the occurrence of a death in the
family when the products and services and interment space are sold to the
relatives of the deceased. Cemeteries have started to actively market
their products, but most customers typically learn of the cemeteries they
choose from satisfied customers and funeral directors who recommend the
cemeteries based on superior location and services rendered.
STINAR CORPORATION. The chief method of marketing Stinar's equipment is
through one-on-one customer contact made by sales employees of Stinar and
manufacturers' representatives under contract with Stinar. Stinar's
customers report that Stinar has a reputation in the commercial aviation
industry for manufacturing high-quality, reliable equipment. Stinar
intends to capitalize on this reputation in the domestic airline industry
by making frequent sales calls on customers and potential customers and by
reducing the amount of time needed to complete customer orders. Stinar has
also engaged manufacturers' representatives to assist it in increasing
sales to overseas markets.
CREDIT POLICIES
Neither of the Company's business segments generally extends long-term
credit to customers. During 2008, the aviation equipment segment did,
however, extend long-term credit in a form of a lease with monthly
payments over a two-year period. The Company continues to hold title
to the equipment under lease.
INTERNATIONAL
Stinar's sales to customers outside the United States represented
approximately 44% and 35% of the companies net sales in 2008 and 2007,
respectively. Products are manufactured and marketed through the Company's
sales department and sales representatives around the world. For
additional information, see discussions of individual business segments
included above under Item 6, Management's Discussion and Analysis of
Financial Condition and Results of Operations, and in Item 7, Financial
Statements.
OTHER BUSINESS INFLUENCES
CEMETERY OPERATIONS. The Cemetery Operations do not experience seasonal
fluctuations, nor are they dependent upon any identifiable group of
customers, the loss of which would have a material adverse effect on its
business, and discussion of backlog is not material to any understanding of
Company's business.
STINAR CORPORATION. The Company believes that its business is highly
dependent upon the profitability of its customers in the airline and air
cargo markets, and therefore the Company's profitability is affected by
fluctuations in passenger and freight traffic and volatility of operating
expenses, including the impact of costs related to labor, fuel and airline
security. Sales to the United States government also expose Stinar to
government spending cuts. The United States Air Force, which historically
has been a major purchaser of the Company's equipment, is dependent upon
governmental funding approvals. Significant changes in raw material prices,
such as steel and chassis, will also continue to impact our results.
The diversity of Stinar's customer base and equipment lines helps mitigate
the risks of Stinar's business, as does the growing importance of marketing
internationally, which provides Stinar with an additional customer base not
influenced as greatly by U.S. economic conditions or U.S. politics. We
will also focus on key risk factors when determining our overall strategy
and making decisions for allocating capital. These factors include risks
associated with the global economic outlook, product obsolescence, and
the competitive environment.
The Company does not believe that the present overall rate of inflation
will have a significant impact on the business segments in which it
operates.
EMPLOYEES
As of June 30, 2008, the Company had 94 full-time and 13 part-time or
seasonal employees. Of these, the Company employed 77 full-time and 2
part-time employees in the aviation segment and 17 full-time and 11
part-time or seasonal employees in the cemeteries segment.
The cemetery segment employees are represented by Local #1 of the Services
Employees International Union, AFL-CIO, whose contract expires
February 28, 2010.
A union does not represent the aviation segment employees, and the Company
considers its labor relations to be good.
ITEM 1A: RISK FACTORS.
Not applicable.
ITEM 1B: UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2: PROPERTIES.
The Company's executive office for Oakridge Holdings, Inc. is leased at 400
West Ontario St., Unit 1003, Chicago, Illinois, 60654.
The cemetery segment principal properties are located at Roosevelt Road
and Oakridge Ave., Hillside, Illinois. The two cemeteries comprise 176.7
acres of real estate, of which 12.8 acres are used for interior roads and
other improvements, and 163.9 acres for burial plots. The cemeteries have
two mausoleums, an office building, and three maintenance buildings. The
Oakridge Cemetery (Hillside), Inc. mausoleum is in fair to good shape with
major work being required all outside walls of the mausoleum to prevent
water from leaking into the mausoleum crypts from these areas and will
require approximately $400,000 to $500,000 of repairs starting in 2008 and
finishing in 2012. The Company expects to finance with cash flow from its
cemetery business segment. All other buildings are in fair shape and
will require minimum repairs.
Stinar operates out of a single 43,271 square foot manufacturing facility
in Eagan, Minnesota, located on 7.875 acres of land. The land consists of
two contiguous parcels of real estate. The facility was refinanced in May
2008 for $2,100,000 with monthly payments of principal and interest
totaling $17,060 and a final balloon payment of $1,826,000 due in May 2013,
assuming no pre-payments. The condition of the manufacturing facility and
office space is fair and will require minimum improvements in the
foreseeable future at an estimated cost of $50,000 that the Company
expects to finance with cash flow from its two business segments.
Management reviews insurance policies annually and believes that all of
its properties are adequately insured.
ITEM 3: LEGAL PROCEEDINGS
The Company is a party to a number of legal proceedings that arise from
time to time in the ordinary course of business. While the outcome of
these proceedings cannot be predicted with certainty, we do not expect
these matters to have a material adverse effect on the Company.
We carry insurance with coverages and coverage limits consistent with our
assessment of risks in our businesses and of an acceptable level of
financial exposure. Although there can be no assurance that such insurance
will be sufficient to mitigate all damages, claims or contingencies, we
believe that our insurance provides reasonable coverage for known asserted
or unasserted claims. In the event the Company sustained a loss from a
claim and the insurance carrier disputed coverage or coverage limits, the
Company may record a charge in a different period than the recovery, if
any, from the insurance carrier.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Trading in the Company's common stock is in the over the counter market
and its symbol is (OKRG.OB),primarily through listings in the National
Quotation Bureau "pink sheets," although the market in the stock is not
well established. The table below sets forth the range of high and low
bid prices for the two most recent fiscal years. Prices used in the table
were reported to the Company by National Quotation Bureau, Inc. These
quotations represent inter-dealer prices, without retail markup or
commission, and may not necessarily represent actual transactions.
FISCAL YEAR
2008 2007
Low High Low High
----- ----- ----- -----
First Quarter $.50 $ .75 $.38 $.50
Second Quarter $.50 $1.01 $.38 $.39
Third Quarter $.60 $1.25 $.39 $.42
Fourth Quarter $.75 $1.40 $.51 $.63
As of September 15, 2008, there were 1,431,503 shares of Oakridge Holdings,
Inc. Common Stock outstanding. The Common Stock shares outstanding are held
by approximately 1,678 stockholders of record. Each share is entitled to
one vote on matters requiring the vote of shareholders. We believe there
are approximately 1,678 beneficial owners of the Common Stock.
The Company has never paid a cash dividend on our Common Stock. The
Company currently intends to retain earnings to finance the growth and
development of our business and does not anticipate paying any dividends on
our Common Stock in the foreseeable future. We are currently prohibited
from paying dividends under the terms of our credit agreements. Any future
change in our dividend policy will be made at the discretion of our Board
of Directors in light of the financial condition, capital requirements,
earnings and prospects of the Company and any restrictions under credit
arrangements, as well as other factors the Board of Directors may deem
relevant. We are also prohibited from repurchasing any of our outstanding
common stock under the terms of our credit agreement.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of June 30, 2008, certain information
regarding the Company's 1999 Stock Incentive Plan (the "1999 Plan"), which
was approved by shareholders on February 22, 1999. The Company has no
equity compensation plans which have not been approved by shareholders.
Number of Weighted- Number of securities
securities to be average remaining available for
issued upon exercise price future issuances under
exercise of of outstanding equity compensation
outstanding options, plans (excluding
options, warrants warrants and securities reflected in
and rights rights first column)
1999 Plan 10,000 $1.63 165,000
ITEM 6: SELECTED FINANCIAL DATA
Not applicable.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FISCAL 2008
LIQUIDITY AND CAPITAL RESOURCES
The Company relies on cash flow from its two business segments to meet
operating needs, fund debt service, and fund capital requirements. The
cemetery and Stinar operations have provided sufficient cash during prior
years to support day-to-day operations, current debt service, and capital
expenditures. The Company expects that cemetery and Stinar operations
will provide sufficient cash during the next five years to cover all debt
requirements and operational needs.
Stinar has a $1,000,000 line of credit to finance accounts receivable,
expiring in May 2009. Additionally, Stinar has a $2,000,000 term loan to
finance inventories that matures in May 2018. During 2008, the Company
issued convertible subordinated debentures in the aggregate principal
amount of $505,000 to certain individuals who are officers or directors
of the Company. Certain of the debentures refinanced previously
outstanding debentures issued by the Company. The unpaid principal of
the debentures is convertible into common stock of the Company at any
time, initially at a rate of one share per $.90 principal outstanding.
The debentures are due July 1, 2010, at which time the Company expects to
be able to pay all amounts due under the debentures or to be able to
extend the debentures' maturity date.
The cemetery operations will hire one full-time office employee during
2009, and the Company expects no changes in part-time or seasonal
employees.
The Company's five year business plan calls for $1,000,000 in capital
expenditures starting in 2009.
The cemetery operations' capital expenditures are expected to be
approximately $750,000 under the five-year plan. The funds are planned
to be used for building improvements for the Oakridge cemetery mausoleum,
increasing inventory of niches and crypts in mausoleums and outdoors,
computer software and hardware equipment, and ground equipment. Repairs
for the mausoleum, originally estimated at $400,000 to $500,000, will
continue in the spring of 2009. The Company expects to spend approximately
$200,000 in 2009 on its cemetery operations for repairs on the front
building of mausoleum, lawn mowers and gator utility vehicles for the
grounds. The cemeteries' capital expenditures for 2008 were $241,812
and were used for the following: $342 for chair covers for funerals,
$221,769 for the repair of the mausoleum steps and landing, plus
completion of the inside of Terrace of Eternal Peace caused by water
damage, $13,575 for a new office phone system, $4,321 for grounds
equipment, and $1,806 for computer equipment.
Stinar's capital expenditures are expected to be approximately $250,000
under the five-year plan. The funds are planned to be used for
improvements of the manufacturing plant and office, plant and office
equipment, and computer software and hardware. These expenditures are
expected to take place evenly over the five-year plan. Stinar's capital
expenditures for 2008 were $22,846, with $9,010 for shop tools/equipment
and $13,836 for software and hardware equipment. The Company expects to
spend approximately $50,000 in 2009 for Stinar capital expenditures.
RESULTS OF OPERATIONS - 2008
CEMETERY OPERATIONS - 2008
In 2008, cemetery revenue increased $33,874, or 1.1%, compared to 2007.
The increase was due to improved marker sales ($73,440), grave liners
($32,234), and cremations ($31,395), whereas foundation revenue ($25,758),
cemetery plot sales ($39,441), interment fees ($21,952), tent rental
($8,574) decreased. The increase in certain revenue sources was primarily
due to price increases, whereas the decrease in certain revenue sources
was primarily due to decreased at-need sales.
Cost of goods sold in 2008 was $1,865,269, a decrease of $108,578, or 5.5%,
compared to 2007. The decrease was attributable to decreases in sales of
cemetery space ($5,010) and markers ($49,427), and lower cost for health
insurance ($9,126), general insurance ($15,407), operating supplies
($9,311), and wages ($52,067), whereas foundations expense ($34,152),
dirt hauling ($25,296) and propane burial gas ($13,370) increased. The
overall decrease in cost of goods sold was primarily due to less sales of
plots, use of a new lower cost marker vendor, one less full time employee,
and changing to lower cost vendors for purchasing of supplies. The
increases to certain items of cost of goods sold were primarily due to
allocation of foundations supplies, dirt hauling increases due to high
price of gasoline, and propane gas costs for grave heaters.
Selling expenses decreased $2,337, or 1%, compared to 2007. The decrease
was attributable to less pre-need contract commissions paid during 2008,
which was partially offset by the increases in health insurance.
General and administrative expenses decreased $31,673, or 7%, compared to
2007. The decrease was attributable to a lower corporation assessment
($24,000) and computer consulting fees ($15,987), which were partially
offset by the increase in utilities expense ($12,782).
Interest income from the perpetual care fund land trust increased $2,386
or 12%, compared to 2007. The decrease was attributable to decreased
interest rates.
STINAR OPERATIONS - 2008
In 2008, revenue increased $2,990,080, or 57%, compared to 2007. The
increase was primarily due to increased international equipment sales
to Russia and Turkey.
Cost of goods sold in 2008 was $7,309,533, or 88.7% of sales. The decrease
in cost of goods sold as a percentage of sales of 9.4% between 2008 and
2007 was primarily due to increased sales.
Gross profit percentage in relation to sales increased 9.3% in 2008 in
comparison to 2007. The increase was primarily volume-based.
Selling expenses decreased $13,124, or 4.5%, compared to 2007. Inside
sales salaries, commissions, taxes and benefits collectively increased
$84,632, while outside sales commissions decreased $112,901. The
remaining increase was from travel and related costs for trade shows
attended during the year.
General and administrative expenses increased $18,021, or 5%, when compared
to 2007. The increase was attributable to hiring a Chief Financial Officer
as well as additional office personnel ($95,839 including taxes and
benefits), an increase in computer consulting and technology fees ($6,355),
increased bank charges ($14,974). The increased expenses were partially
offset by decreases in professional fees ($12,068), research and development
($22,800), bad debts ($6,423), and reduction of corporate assessment of
$72,000.
Interest expense increased $45,122, or 17%, compared to 2007. The increase
was due to higher debt levels needed to support higher levels of accounts
receivable and inventories during the year resulting from the increased
business volume.
Interest income decreased $12,823, or 11.5%, compared to 2007. The
decrease related to a declining lease receivable balance on the U.S. Air
Force sales lease receivable which expires in September 2008.
HOLDINGS OPERATIONS - 2008
Loss from operations increased $145,748, or 66.1%, compared to 2007. The
increase was primarily attributable to a $96,000 decrease in corporate
assessments charged to Stinar and cemetery operations, with the remainder
related to increased professional fees not allocated to Stinar and
cemetery operations.
FISCAL 2007
RESULTS OF OPERATIONS - 2007
CEMETERY OPERATIONS - 2007
In 2007, cemetery revenue increased $267,901, or 9.9%, compared to 2006.
The increase was due to improved cemetery plot sales ($41,305), marker
sales ($146,699), grave liner sales ($56,967), interment fees ($112,591),
and cancellations fees ($27,781), whereas foundations revenue ($45,960),
overtime ($13,410), vault sealing fees ($26,375), miscellaneous income
($28,374), cremation fees ($13,548), and entombment ($10,375) decreased.
The increase in certain revenue sources was primarily due to price
increases and increased case loads, whereas the decrease in certain revenue
sources was primarily due to decreased case loads in cremations, a decrease
in foundations due to fewer total markers sold, and less sales of mausoleum
entombments.
Cost of goods sold in 2007 was $1,973,847 or an increase of $181,847, or
10.1%, compared to 2006. In 2007, cost of goods sold was 66% of revenue,
or the same when compared to 2006. The increase was attributable to
increases in health insurance costs ($30,852), utilities expense
($20,730), gas and oil expense ($12,238) and salaries and related payroll
costs of $138,533.
Selling expenses decreased $33,079, or 12%, compared to 2006. The decrease
was attributable to less pre-need contract commissions paid during 2007.
General and administrative expenses decreased $68,346, or 13.2%, compared
to 2006. The decrease was attributable to decreases in legal fees ($28,829),
general insurance ($16,975), health insurance due to having one less
full-time employee ($20,090), miscellaneous expenses ($5,341), collection
fees ($7,000), printing expenses ($6,750) and various other accounts.
Interest income from the perpetual care fund land trust increased $14,311,
or 12.4% , compared to 2006. The increase was attributable to increased
interest rates.
STINAR OPERATIONS - 2007
In 2007, revenue decreased $7,748,045, or 59.6%, compared to 2006. The
decrease was primarily due to the expiration of our bobtail contract with
the United States military in May 2006.
Cost of goods sold in 2007 was $5,142,172, or 98.1% of sales. The increase
in cost of goods sold as a percentage of sales of 5.1% compared to 2006 was
primarily due decreased sales and the plant operating at less than 50%
capacity.
Gross profit percentage in relation to sales decreased 5.1% in 2007 in
comparison to 2006. The decrease was primarily due to lower sales.
Selling expenses increased $102,180, or 55%, compared to 2006. The increase
was primarily due to higher outside sales commissions paid to international
agents due to increased international sales ($81,624), increased sales
staff salaries due to having one more full-time sales employee during half
of the fiscal year ($15,197) and increased sales commissions paid to
in-house sales staff ($15,907). These increases were off set by a decrease
in travel expenses.
General and administrative expenses decreased $33,270, or 6%, compare to
2006. The decrease was attributable to a decrease in computer consulting
fees ($20,096), less depreciation ($26,067), and reduction in bank charges
of ($27,877) increases in research and development ($22,745) and increases
in real estate taxes ($8,465) and office staff salaries ($8,734).
Interest expense decreased $20,646, or 9%, compared to 2006. The decrease
was attributable to a decrease in chassis purchased resulting from our
decrease in sales.
Interest income increased $111,095, or 100%, compared to 2006. The increase
was primarily due to a lease agreement we have with the United States Air
Force.
HOLDINGS OPERATIONS - 2007
Loss from operations decreased $117,327, or 37.3%, compared to 2006. The
decrease was primarily attributable to no bonus being awarded to our
CFO/CEO Robert C. Harvey and a decrease in professional fees.
OBLIGATIONS AND COMMITMENTS
The following table summarizes our obligations and commitments to make
future payments under contracts, such as debt and lease agreements, as well
as other financial commitments.
Payments By Period
After Five
Total 2009 2010 2011 2012 2013 Years
Long-term Debt $4,122,848 $212,575 $227,505 $235,986 $241,754 $2,067,030 $1,137,998
Subordinate
Debentures (1) $505,000 - $505,000 - - - -
---------- -------- --------- ------- ------- ---------- ----------
Total Contractual
Cash Obligations $4,627,848 $212,575 $732,505 $235,986 $241,754 $2,067,030 $1,137,998
========== ======== ======== ======== ======== ========== ==========
(1) We expect to be able to pay the debentures of $505,000 due in 2010 using
cash flow from operations or by extending the related party debentures.
OFF-BALANCE SHEET ARRANGEMENTS
None.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The financial statements of the Company for the fiscal years ending June
30, 2008 and 2007, located at Exhibit 13, F-1, are incorporated herein.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 9A: CONTROLS AND PROCEDURES.
DISCLOSURE 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 annual
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that the Company's disclosure controls
and procedures were not effective as of June 30, 2008 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.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a and
15d - 15f under the Exchange Act. Our internal control system is designed
to provide reasonable assurance to our management and board of directors
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that:
- - Pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the company;
- - Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and
- - Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the company's assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.
Management assessed the effectiveness of our internal control over
financial reporting as of June 30, 2008. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control -
Integrated Framework. Based on management's assessment and those
criteria, management believes that, as of June 30, 2008, the Company
did not maintain effective internal control over financial reporting.
The Company believes that it did not maintain effective internal control
over financial reporting as of June 30, 2008 because of the need to
restate its financial statements as of and for the year ended on such
date due to improper classification of certain items, including the
nature of our non-controlling trust interests in preneed trust investments
and the nature of cash flows from our consolidated trusts. The nature of
the of this restatement is discussed in the notes to our consolidated
financial statements, which are filed herewith as Exhibit 13.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over
financial reporting. Our management's report of the effectiveness of the
design and operation of our disclosure controls and procedures was not
subject to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the Company to provide only management's report in this annual
report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
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 annual
report and that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.
ITEM 9B: OTHER INFORMATION
None.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 relating to our directors and
executive officers is incorporated herein by reference to the section
titled "Proposal 1 - Election of Directors" in our proxy statement. The
information required by this Item 10 under Item 405 of Regulation S-B is
incorporated herein by reference to the section titled "Section 16(a)
Beneficial Ownership Reporting Compliance" in our proxy statement. The
information required by this Item 10 under Item 407(c)(3), (d)(4) and (d)(5)
of Regulation S-B is incorporated herein by reference to the section
titled "Information About the Board and Its Committees" in our proxy
statement. Our proxy statement will be filed no later than 120 days
after June 30, 2008.
The Company has not adopted a code of ethics that applies to the Company's
Chief Executive Officer, Chief Financial Officer, Controller and other
employees performing similar functions. The Company has not adopted such
a code as all of these roles are performed or closely supervised by the
Company's Chief Executive Officer, who operates under the direct
supervision of the Board of Directors and Audit Committee.
ITEM 11: EXECUTIVE COMPENSATION
The information required by this Item 11 is incorporated herein by
reference to the section titled "Executive Compensation" in our proxy
statement, which will be filed no later than 120 days after June 30, 2008.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The information required by this Item 12 is incorporated herein by reference
to the section titled "Principal Shareholders and Beneficial Ownership of
Management" in our proxy statement, which will be filed no later than 120
days after June 30, 2008.
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.
The information required by this Item 13 is incorporated herein by reference
to the sections titled "Certain Relationships and Related Transactions"
and "Proposal 1 - Election of Directors" in our proxy statement, which will
be filed no later than 120 days after June 30 2008.
ITEM 14: PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item 14 is incorporated herein by reference
to the sections titled "Audit Fees" and "Preapproval Policies and
Procedures" in our proxy statement, which will be filed no later than 120
days after June 30, 2008.
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
FINANCIAL STATEMENTS
The following consolidated financial statements of Oakridge Holdings, Inc.
and subsidiaries, together with the Independent Auditors Report, are filed
in this report at Exhibit 13, F-1
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of June 30, 2008 and 2007
Consolidated Statements of Operations for the Years Ended June 30, 2008
and 2007
Consolidated Statements of Stockholders' Equity for the Years Ended
June 30, 2008 and 2007
Consolidated Statements of Cash Flows for the Years Ended June 30, 2008
and 2007
Notes to Consolidated Financial Statements
The following documents are filed or incorporated by reference as part of
this Form 10-K/A.
3(i) Amended and Restated Articles of Incorporation as amended (1)
3(ii) Amended and Superseding By-Laws as amended (1)
10(a) 1999 Stock Incentive Award Plan (2)
10(c) Loan Documents for Line of Credit (4)
10(d) Loan Documents for Term Loan (4)
10(e) Form of Convertible Subordinated Debenture (3)
10(f) Loan documents for Mortgage Note Payable (4)
13 Financial Statements
21 Subsidiaries of Registrant (2)
23 Consent of Independent Auditors
31 Rule 13a-14(a)/15d-14(a) Certifications
32 Section 1350 Certifications
(1) Filed as exhibit to Form 10 KSB for fiscal year ended June 30, 1996.
(2) Filed as exhibit to Form 10 KSB for fiscal year ended June 30, 1999.
(3) Filed as exhibit 4 to Form 10-QSB for the quarter ended March 31, 2008.
(4) Filed as like numbered exhibit to Form 10-KSB for the year ended
June 30, 2008.
Signatures
In accordance with Section 13 or 15 (d) of the Exchange Act, the Company
has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
OAKRIDGE HOLDINGS, INC.
Dated: September 29, 2009 By /s/ Robert C. Harvey
Robert C. Harvey
Chairman Of the Board
of Directors
In accordance with the Exchange Act, this report has also been signed below
by the following persons on behalf of the Company and in the capacities and
on the dates indicated.
Dated: September 29, 2009 By /s/ Robert C. Harvey
Robert C. Harvey
Chief Executive Officer
Chief Financial Officer
Director
Dated: September 29, 2009 By /s/ Robert B. Gregor
Robert B. Gregor
Secretary
Director
Dated: September 29, 2009 By /s/ Hugh H. McDaniel
Hugh H. McDaniel
Director
Dated: September 29, 2009 By /s/ Robert Lindman
Robert Lindman
Director
Dated: September 29, 2009 By /s/ Pamela Whitney
Pamela Whitney
Director