UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One) Form 10-Q
[X]QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
[ ]TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from to
Commission file number 0-1937
OAKRIDGE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0843268
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
400 W Ontario St., Chicago, Il, 60654
(Address of principal executive offices) (Zip Code)
(Issuer's telephone number) (312) 505-9267
_________________________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. {X}Yes { }No
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any,
every Interactive Date File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (232.405 of this chapter)
during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files.)
{ }Yes { }No
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). { }Yes {X}No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
The number of shares of the issuer's common stock outstanding on
November 13, 2009 was 1,431,503
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)
OAKRIDGE HOLDINGS, INC.
FORM 10-Q
For the quarter ended September 30, 2009
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements:
(a) Condensed Consolidated Balance Sheets as of
September 30, 2009 (unaudited) and June 30, 2009 (audited)
(b) Condensed Consolidated Statements of Operations for the three
months ended September 30, 2009 and 2008 (unaudited)
(c) Condensed Consolidated Statements of Cash Flows for the three
months ended September 30, 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 2-5. Not Applicable
ITEM 6. Exhibits
SIGNATURES
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30,2009 June 30,2009
(Unaudited) (Audited)
ASSETS _________________ ____________
<s> <c> <c>
Current assets:
Cash & cash equivalents $184,466 $345,153
Receivables, net 2,596,544 2,295,234
Inventories:
Production 6,105,919 6,315,017
Cemetery, mausoleum space, markers
and related 634,665 630,746
Deferred income taxes 93,000 232,000
Other current assets 154,100 119,864
----------- -----------
Total current assets 9,768,694 9,938,014
----------- -----------
Property, plant and equipment:
Property, plant and equipment,
at cost 6,342,170 6,342,170
Less accumulated depreciation 4,147,746 4,093,125
----------- -----------
Property, plant and equipment, net 2,194,424 2,249,045
----------- -----------
Other assets:
Cemetery perpetual care trusts 4,888,328 4,687,816
Preneed trust investments 1,910,010 2,059,056
Deferred income taxes 350,000 265,000
Deferred financing costs, net 67,106 69,042
Other 11,772 11,431
----------- -----------
Total other assets 7,227,216 7,092,345
----------- -----------
$19,190,334 $19,279,404
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
September 30,2009 June 30,2009
(Unaudited) (Audited)
_____________ _____________
LIABILITIES & STOCKHOLDERS' EQUITY
<s> <c> <c>
Current liabilities:
Notes payable bank $970,598 $979,840
Accounts payable trade 1,467,249 1,274,591
Due to finance company 1,444,563 1,724,900
Deferred revenue 1,633,519 1,615,936
Accrued liabilities 748,024 875,396
Note payable others 380,000 330,000
Current maturities of long-term debt 226,919 227,012
----------- -----------
Total current liabilities 6,870,872 7,027,675
----------- -----------
Long-term liabilities:
Non-controlling interest in pre-need
care trust investments 1,910,010 2,059,056
Long-term debt, net of current
Maturities 4,115,666 4,173,231
----------- -----------
Total long-term liabilities 6,025,676 6,232,287
----------- -----------
Total liabilities 12,896,548 13,259,962
----------- -----------
Non-controlling interest in perpetual
care trust investments 4,888,328 4,687,816
----------- -----------
Stockholders' Equity:
Common stock 143,151 143,151
Additional paid-in-capital 2,028,975 2,028,975
Accumulated deficit (766,668) (840,500)
----------- -----------
Total stockholders' equity 1,405,458 1,331,626
----------- -----------
Total liabilities & stockholder's
equity $19,190,334 $19,279,404
=========== ===========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended September 30, 2009 2008
__________ __________
<s> <c> <c>
Revenue, net:
Cemetery $837,505 $766,529
Aviation 2,974,900 2,462,619
Interest - Care Funds 23,101 29,360
Other 550 (2,649)
---------- ----------
Total revenue 3,836,056 3,255,859
---------- ----------
Operating expenses:
Cost of cemetery sales 514,598 461,983
Cost of aviation sales 2,661,321 2,150,244
Sales and marketing 118,233 145,513
General and administrative 334,071 324,664
---------- ----------
Total operating expenses 3,628,223 3,082,404
---------- ----------
Operating income 207,833 173,455
---------- ----------
Other income (expense):
Interest income 17,257 12,187
Interest expense (115,258) (113,519)
---------- ----------
Total other expense (98,001) (101,332)
---------- ----------
Income (loss) from continuing
operations before income taxes 109,832 72,123
Provision for income taxes 36,000 29,000
---------- ----------
Net income $73,832 $43,123
========== ==========
Net income per common
share - basic $.052 $.030
========== ==========
Weighted average number of
common shares outstanding -
basic 1,431,503 1,431,503
========== ==========
Net income per common
shares - diluted $.037 $.027
========== ==========
Weighted average number of
common shares outstanding -
diluted 1,992,614 1,992,614
========== ==========
See accompanying notes to the
condensed consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended September 30, 2009 2008
____________ ___________
<s> <c> <c>
Cash flows from operating activities:
Net income $73,832 $43,123
Adjustments to reconcile net income to
cash flows from operating activities:
Depreciation and amortization 56,557 77,719
Deferred income taxes 54,000 29,000
Change in accounts receivable (301,310) 239,736
Change in inventories 205,179 236,573
Change in other assets (34,577) (60,315)
Change in accounts payable and
due to finance company (87,679) (759,268)
Gains on non-controlling
trust investments 5,265 32,937
Change in deferred revenue 17,583 (228,238)
Change in accrued liabilities (127,372) (79,286)
---------- ----------
Net cash used in operating activities (138,522) (465,019)
---------- ----------
Cash flows from investing activities:
Purchases of non-controlling
investments in trusts (39,428) (96,489)
Sales of non-controlling
investments in trusts 34,163 63,552
Purchases of property and equipment - (86,645)
Payments from sales-type lease - 370,989
---------- ----------
Net cash provided by (used in)
investing activities (5,265) 251,407
---------- ----------
Cash flows from financing activities:
Repayment on long-term debt (57,658) (50,143)
Net repayment on note payable bank (9,242) -
Advances on short-term borrowing 50,000 459,840
---------- ----------
Net cash provided by (used in)
financing activities (16,900) 409,697
---------- ----------
Net increase (decrease) in cash: (160,687) 196,085
Cash at beginning of period 345,153 278,202
---------- ----------
Cash at end of period $184,466 $474,287
========== ==========
See accompanying notes to the condensed
consolidated financial statements
PART I - FINANCIAL INFORMATION FORM 10-Q
ITEM 1 - FINANCIAL STATEMENTS
OAKRIDGE HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying Condensed Consolidated Financial Statements include
the accounts of Oakridge Holdings, Inc. (the "Company") and its
wholly owned subsidiaries. All significant intercompany transactions
and balances have been eliminated. In the opinion of management, the
accompanying unaudited condensed consolidated financial statements
include all adjustments, consisting only of normal recurring
adjustments, necessary to present such information fairly. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to Securities and
Exchange Commission rules and regulations. These condensed
consolidated financial statements should be read in conjunction with
the consolidated financial statements and related notes included in
the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 2009. Operating results for the three-month period ended
September 30, 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. 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.
Three Months Ended September 30, 2009 2008
- -------------------------------------- --------- ----------
Income from continuing operations $73,832 $43,123
Average shares of common stock
outstanding used to compute basic
earnings per common share 1,431,503 1,431,503
Additional common shares to be issued
assuming exercise of stock options,
and conversion of convertible
debentures 561,111 561,111
Additional income, assuming conversion
of convertible debentures at the
beginning of the period $11,363 $11,363
Shares used to compute dilutive effect
of stock options and convertible
debentures 1,992,614 1,992,614
Basic earnings per common share
from continuing operations $.052 $.030
Diluted earnings per common share from $.043 $.027
continuing operations
3. COMPREHENSIVE INCOME
The Company has no significant components of other comprehensive
income and accordingly, comprehensive income is the same as net
income for all periods.
4. OPERATING SEGMENTS AND RELATED DISCLOSURES
The Company's operations are classified into two principal
industry segments: cemeteries and aviation ground support
equipment.
The Company evaluates the performance of its segments and
allocates resources to them based primarily on operating income.
The table below summarizes information about reported segments
for the three months ended September 30, 2009 and 2008:
THREE MONTHS ENDED
SEPTEMBER 30, 2009:
Aviation Cemeteries Corporate
Ground
Support
Equipment
Revenues $2,974,900 $860,606 $550
Depreciation 16,500 38,000 121
Gross Margin 313,579 346,008 550
Selling Expenses 45,337 72,896 -
General & Administrative
Expenses 86,871 124,276 122,924
Interest Expense 93,797 447 21,014
Interest Income - 17,257 -
Income (loss) before taxes 87,574 165,645 (143,388)
Capital Expenditures - - -
Segment assets at 9/30/09:
Inventory 6,105,919 634,665 -
Property, Plant &
Equipment, net 1,318,917 875,143 364
Other Assets 258,772 6,798,338 170,106
THREE MONTHS ENDED
SEPTEMBER 30, 2008:
Aviation Cemeteries Corporate
Ground
Support
Equipment
Revenues $2,462,619 $795,889 $(2,649)
Depreciation 26,236 51,000 483
Gross Margin 312,375 333,906 -
Selling Expenses 72,030 73,483 -
General & Administrative 110,226 150,286 64,152
Expenses
Interest Expense 97,426 2,930 13,163
Interest Income 6,394 5,793 -
Income (loss) before Taxes 39,087 113,000 (79,964)
Capital Expenditures 5,623 81,022 -
Segment assets at 9/30/07:
Inventory 5,424,800 651,564 -
Property, Plant &
Equipment 1,360,569 1,013,098 2,002
Other Assets 169,849 6,614,784 156,151
5. SUBSEQUENT EVENTS
The Company did not have any additional subsequent events through
November 14, 2009, which is the date the financial statements were available
to be issued, requiring recording or disclosure in the financial statements
for the three months ended September 30, 2009.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
Management's discussion and analysis of financial condition and results of
operations, as well as other portions of this document, include certain
forward-looking statements about the Company's business and products,
revenues, expenditures and operating and capital requirements. From time to
time, information provided by the Company or statements made by its directors,
officers or employees may contain "forward-looking" information subject to
numerous risks and uncertainties. Any statements made herein that are not
statements of historical fact are forward-looking statements including, but
not limited to, statements concerning the characteristics and growth of the
Company's markets and customers, the Company's objectives and plans for its
future operations and products and the Company's expected liquidity and
capital resources. Such forward-looking statements are based on a number of
assumptions and involve a number of risks and uncertainties, and, accordingly,
actual results could differ materially for those discussed. Among the factors
that could cause actual results to differ materially from those projected in
any forward-looking statement are as follows: the effect of business and
economic conditions; conditions in the industries in which the Company
operates, particularly the airline industry; the Company's ability to win
government contracts; the impact of competitive products and continued
pressure on prices realized by the Company for its products; constraints on
supplies of raw material used in manufacturing certain of the Company's
products or services provided; capacity constraints limiting the production
of certain products; changes in anticipated operating results, credit
availability, equity market conditions or the Company's debt levels may
further enhance or inhibit the Company's ability to maintain or raise
appropriate levels of cash; requirements for unseen maintenance, repairs or
capital asset acquisitions; difficulties or delays in the development,
production, testing, and marketing of products; market acceptance issues,
including the failure of products to generate anticipated sales levels;
difficulties in manufacturing process and in realizing related cost savings
and other benefits; the effects of changes in trade, monetary and fiscal
policies, laws and regulations; foreign exchange rates and fluctuations in
those rates; the cost and effects of legal and administrative proceedings,
including environmental proceedings; and the risk factors reported from time
to time in the Company's SEC reports. The Company undertakes no obligation to
update any forward-looking statement as a result of future events or
developments.
FINANCIAL CONDITION AND LIQUIDITY
The Company's liquidity needs arise from its debt service, working capital and
capital expenditures. The Company has historically funded its liquidity needs
with proceeds from equity contributions, bank borrowing, cash flows from
operations and the offering of its subordinated debentures. For the first
three months of fiscal year 2010, the Company had a decrease in cash of
$160,987 compared to a $196,085 cash increase for the same period in fiscal
year 2009. As of September 30, 2009, the Company held cash and cash
equivalents of $184,466.
During the three month period ended September 30, 2009, the Company recorded
net income from operations of $73,832. The Company's net cash used in
operating activities was $138,522 in the first three months of fiscal year
2010 compared to net cash used in operating activities of $465,019 in the
same period of fiscal year 2009. The decrease in net cash used in operating
activities during this three month period was primarily due to the increase
in accounts receivable, and a net decrease accrued liabilities, and vendor
and finance company payables. Net cash flow used in investing activities was
$5,265 during the first three months of fiscal year 2010, influenced
principally by sales and payments of non-controlling investments in trusts.
Net cash used in financing activities was $16,900 during the first three
months of fiscal year 2010, influenced principally by the payment of short
and long term debt, whereby there was less borrowing from a bank line of
credit compared to the corresponding period during fiscal year 2009. The
decreased borrowing was due to a higher volume of international sales in the
aviation ground support operations. The remaining increases and decreases in
the components of the Company's financial position reflect normal operating
activity.
The Company had working capital of $2,897,822 at September 30, 2009, a
decrease of $12,517 since June 30, 2009. At September 30, 2009, current
assets amounted to $9,768,694 and current liabilities were $6,870,872,
resulting in a current ratio of 1.42 to 1.0, which was a slight improvement
from 1.41 to 1.0 at June 30, 2009. Long-term debt was $6,025,676 and
stockholders' equity was $1,405,458 at September 30, 2009. The Company's
present working capital must continue to improve in order for it to meet
current operating needs.
Capital expenditures for the first three months of fiscal year 2010 were $0,
compared with $86,645 during the same period in fiscal year 2009. Lack of
investments in capital assets reflects the Company's continuing poor cash flow
due to increases in cost of sales on aviation ground support equipment and
lack of credit facilities at the present time due to the economy in the
United States. The Company anticipates that it will spend approximately
$50,000 or less on capital expenditures during the final three quarters of
fiscal year 2010 for repairs to the Oakridge cemetery mausoleum and shop
equipment for aviation ground support operations. The Company plans to
finance these capital expenditures primarily through operating cash flows as
sales continue to improve in the aviation segment.
The Company's book value per share at September 30, 2009 was $.98, compared
with $.93 at June 30, 2009.
The Company has a $1,000,000 bank line of credit facility. As of
September 30, 2009 there was $970,598 outstanding under this facility as well
as outstanding letters of credit of $20,160.
As indicated above, the Company believes that its financial position and debt
capacity should enable it to meet its current and future requirements despite
the need for improved working capital to meet current operating needs.
INFLATION
Because of the relatively low levels of inflation experienced this past
fiscal year, and as of September 30, 2009, inflation did not have a
significant effect on the Company's results in the first three months of
fiscal year 2010.
RESULTS OF OPERATIONS
FIRST QUARTER OF FISCAL YEAR 2010 COMPARED
WITH FIRST QUARTER OF FISCAL YEAR 2009
CEMETERY OPERATIONS
Cemetery revenue from operations increased $70,976 to $837,505 for the first
quarter of fiscal year 2010, or 9% over the prior year comparable period
revenue of $766,529. The increase was primarily due to increases in marker
sales of $27,377, foundation fees of $26,112, interment fees of $28,708, and
mausoleum sales of $27,245, which were offset by revenue account decreases
for the sale of land of $18,307, grave liners of $10,258 and cremation fees
of $7,730.
The cemetery gross profit margin decreased to 39% in the first quarter of
fiscal year 2010, a decrease of 1% compared to the corresponding period in
fiscal year 2009. The decrease was attributable to an overall decrease in at
need burials of 38 in comparison to the prior year quarter of 2009.
Interest income from cemetery care funds decreased $6,259, or 21%, in the
first quarter of fiscal year 2010 when compared to the corresponding period
in fiscal year 2009. The decrease was due to decreased rates earned on funds.
Selling expenses as a percentage of sales decreased to 8% in the first
quarter of fiscal year 2010, a decrease of 1% in comparison to the prior year
comparable period. The decrease is due to greater sales in the first quarter
of fiscal year 2010 when compared to the first quarter of fiscal year 2009.
General and administrative expenses decreased $26,010, or 17%, in the first
quarter of fiscal year 2010 in comparison to the prior year comparable period.
The decrease was primarily due to decreases in professional fees of $20,000
and no allocation of audit fees.
AVIATION GROUND SUPPORT EQUIPMENT OPERATIONS:
Revenue increased $512,281 to $2,974,900, or 20%, in the first quarter of
fiscal year 2010 in comparison to the prior year comparable period. The
increase was due to an increase in equipment sales of $500,678, which was due
to a government contract, and increase in parts sales of $11,171.
Gross profit margin decreased to 12% in the first quarter of fiscal year
2010, a decrease of 1% when compared to the corresponding period in fiscal
year 2009. The decrease was due to the increased cost of chassis prices and
increased costs of fringe benefits like health insurance.
Selling expenses for the aviation ground support equipment business as a
percentage of sales decreased to 2% in the first quarter of fiscal year 2010,
or a decrease of 1% in comparison to the prior year comparable period. The
decrease was primarily due less travel and related sales expenses.
General and administrative expenses in the first quarter of fiscal year 2010
decreased $23,355, or 21% in comparison to the first quarter of fiscal year
2009. The decrease was primarily due to Robert C. Harvey, the Chief
Financial Officer of the Company, also taking over the duties of the Chief
Financial Officer of the Company's aviation ground support subsidiary, which
was a savings of $27,000 per quarter.
Interest expense in the first quarter of fiscal year 2010 was $93,797, a
decrease of $3,629, or 3%, in comparison to the first quarter of fiscal year
2009. The decrease was due to having less chassis inventory being financed
during the quarter.
Interest income in the first quarter of fiscal year 2010 was zero, or a
decrease of $6,394, or 100%, in comparison to the first quarter of fiscal
year 2009. The decrease was due to increased sales and tightening of credit
facilities.
OAKRIDGE HOLDINGS, INC.
General and administrative expenses in the first quarter of fiscal year 2010
increased $58,772, or 91%, in comparison to the first quarter of fiscal year
2009. The increase was due to professional fees of $69,965 in the first
quarter, which resulted from audit fees not being allocated evenly with the
cemetery and aviation and ground support operations as has been done
historically. The audit cost for the annual audit was $60,000 and audit
costs related to responding to comment letters from the SEC regarding the
Company's public filings with SEC was $7,060.
Interest expense in the first quarter of fiscal year 2010 was $21,014, an
increase of $7,851, or 59%, in comparison to the first quarter of fiscal year
2009. The increase was primarily due to increased borrowings.
OFF BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCOURSES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was carried out under the supervision and with the participation
of the Company's management, including the Chief Executive Officer, Prinicpal
Accounting 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,
Prinicpal Accounting Officer and Chief Financial Officer have 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 (i) recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms and (ii)
accumulated and communicated to the Company's management, including its Chief
Executive Officer, Principal Accounting Officer and Financial Officer, as
appropriate to allow timely decisions regarding required disclosures.
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 course
litigation incidental to the conduct of its businesses. The
Company believes that none of its pending litigation will have a
material adverse effect on the Company's businesses, financial
condition or results of operations.
ITEM 1A. RISK FACTORS
Not applicable.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. 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 for the quarterly period ended September 30, 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 duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
Oakridge Holdings, Inc.
/s/ Robert C. Harvey
Robert C. Harvey
Chief Executive Officer
Chief Financial Officer and
Principal Accounting Officer
Date: November 14, 2009
INDEX TO EXHIBITS
DESCRIPTION METHOD OF FILING
3(i) Amended and Restated Articles of (incorporated by
Incorporation of the Company reference)
3(ii)Amended and Superseding By-Laws (incorporated by
of the Company, as amended reference)
31 Rule 13a-14(a)/15d-14(a) (filed electronically)
Certifications
32 Section 1350 Certifications (filed electronically)