U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 20122013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission File Number: 000-05378
George Risk Industries, Inc.
____________________________
(Exact Name of registrant as specified in its charter)
Colorado 84-0524756
________ __________
(State or other jurisdiction of (I.R.S.incorporation) (IRS Employer Identification
incorporation or organization)Identificn No.)
802 South Elm
Kimball, NE 69145
___________ _____
(Address of principal executive (Zip Code)
offices)
Issuer's telephone number (308) 235-4645
______________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which Registered
None None
____ ____
Securities registered under Section 12(g) of the Act:
Class A Common Stock, $.10 par value
(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 Sections 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 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 [ ]
Page 1
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229-405
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 [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229-405 of this chapter) is not contained herein, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer,
a non-accelerated filer, or a small 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 is smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes [ ] No [ X ]
The aggregate market value, as of July 24, 2012,August 9, 2013, of the common stock (based on
the average of the bid and asked prices of the shares on the OCTBB of George
Risk Industries, Inc.) held by non-affiliates (assuming, for this purpose, that
all directors, officers and owners of 5% or more of the registrant's common
stock are deemed affiliates) was approximately $13,000,000.$18,740,601.
The number of outstanding shares of the common stock as of July 24, 2012August 9, 2013 was
5,042,550.5,033,275.
DOCUMENTS INCORPORATED BY REFERENCE
A material vendor contract with a customer that accounts for a material portion
of our sales.
Page 2
Part I
Preliminary Note Regarding Forward-Looking Statements and Currency Disclosure
This annual report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
Our financial statements are stated in United States dollars, rounded to the
nearest thousand, and are prepared in accordance with United States Generally
Accepted Accounting Principles.
Item 1 Business
(a) Business Development
George Risk Industries, Inc. (GRI or the company) was incorporated in 1967
in Colorado. The company is presently engaged in the design, manufacture,
and sale of computer keyboards, push button switches, burglar alarm
components and systems, pool alarms, thermostats, EZ Duct wire covers and
water sensors.
Products, Market, and Distribution
The company designs, manufactures, and sells computer keyboards, push-button
switches, burglar alarm components and systems, pool alarms, and water sensors.
Our security burglar alarm products comprise approximately 8884 percent of net
revenues and are sold through distributors and private board customers.alarm dealers/installers.
The security segment has approximately 3,000 customers. One of the distributors,
ADI (which is a division of Honeywell International)accounts for approximately
4140 percent of the company's sales of these products. Loss of this distributor
would be significant to the company. However, this customer has purchased from
the company for many years and is expected to continue. Also, the company has
obtained a written agreement with our biggest customer. This agreement was
signed in February 2011 and initiated by the customer. The contents of the
agreement include product terms, purchasing, payment terms, term and
termination, product marketing, representations and warranties, product support,
mutual confidentiality, indemnification and insurance, and general provisions.
Page 3
The keyboard segment has approximately 800 customers. Keyboard products are sold
to original equipment manufacturers to their specifications and to distributors
of off-the-shelf keyboards of proprietary design.
Competition
The company has intense competition in the keyboard and burglar alarm lines.
The burglar alarm segment has approximately ten major competitors. The company
competes well based on price, product design, quality, and prompt delivery.
The competitors in the keyboard segment are larger companies with automated
production facilities. GRI has emphasized small custom order sales that many
of its competitors decline or discourage.
Research and Development
The company performs research and development for its customers when needed
and requested. Costs in connection with such product development have been
borne by the customers. Costs associated with the development of new products
are expensed as incurred.
Employees
GRI has approximately 150160 employees.
Item 2 Properties
The company owns the manufacturing and some of the office facilities. Total
square footage of the plant in Kimball, Nebraska is approximately 42,500 sq. ft.
Additionally, the company leases 15,000 square feet for $1,535 per month with
Ken and Bonnie Risk. KenBonnie Risk is the CEO and chairman of the boarddirector of the company.
As of October 1, 1996, the company also began operating a satellite plant in
Gering, NE. This expansion was done in coordination with Twin Cities
Development. The company leased manufacturing facilities until July 2005.
During the first quarter of fiscal year end 2006, the company purchased a
building that is 7,200-sq. ft. in size. Currently, there are 2628 employees at
the Gering site.
Item 3 Legal Proceedings
None.
Item 4 Submission of Matters to a Vote of Security Holders
Not applicable.
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Part II
Item 5 Market for the Registrant's Common Equity and Related
Stockholders' Matter
Principal Market
The company's Class A Common Stock, which is traded under the ticker symbol
RSKIA, is currently quoted on the OTC Bulletin Board by one market maker.
Stock Prices and Dividends Information
2013 Fiscal Year
High Low
May 1-July 31 6.20 5.02
August 1-October 31 7.24 5.76
November 1-January 31 7.59 6.55
February 1-April 30 7.40 6.60
2012 Fiscal Year
High Low
May 1-July 31 6.50 5.05
August 1-October 31 7.53 5.10
November 1-January 31 6.75 5.50
February 1-April 30 6.25 5.75
2011 Fiscal Year
High Low
May 1-July 31 4.50 4.16
August 1-October 31 5.25 4.30
November 1-January 31 6.99 5.00
February 1-April 30 6.55 6.00
A dividend of $0.28 per common share was declared on September 30, 2012
and an additional dividend of $0.22 per common share was declared on
December 16, 2012 for a total dividend payout of $0.50 per common share
for the fiscal year end 2013. As for fiscal year 2012, a dividend of
$0.23 per common share was declared on September 30, 2011.
This was the only dividend declared and paid during the 2012 fiscal year.
As for fiscal year 2011, a dividend of $0.20 per common share was declared
on September 30, 2010.
The number of holders of record of the company's Class A Common Stock
as of April 30, 2012,2013, was approximately 1,200.
Repurchase of Equity Securities
On September 18, 2008, the Board of Directors approved an authorization for
the repurchase of up to 500,000 shares of the company's common stock.
Purchases can be made in the open market or in privately negotiated
transactions. The Board did not specify an expiration date for the
authorization.
The following tables show repurchases of GRI's common stock made on a
quarterly basis:
2013 Fiscal Year Number of shares repurchased
May 1-July 31 0
August 1-October 31 5,574
November 1-January 31 1,500
February 1-April 30 0
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2012 Fiscal Year Number of shares repurchased
May 1-July 31 3,605
August 1-October 31 2,450
November 1-January 31 1,400
February 1-April 30 970
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2011 Fiscal Year Number of shares repurchased
May 1-July 31 4,665
August 1-October 31 6,100
November 1-January 31 3,340
February 1-April 30 3,400
There are still approximately 362,000359,000 shares available to be repurchased under
the current resolution.
Item 6 Selected Financial Data
As a smaller reporting company, we are not required to respond to this item.
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Item 7 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Executive Overview
__________________
George Risk Industries, Inc. (GRI) is a diversified manufacturer of electronic
components, encompassing the security industries widest variety of door and
window contact switches, environmental products, proximity switches and custom
keyboards. The security products division comprises the largest portion of GRI
sales and are sold worldwide through distribution, who in turn sell ourthese
products to security installing companies. These products are used for
residential, commercial, industrial and government installations. International
sales accounted for approximately 5.5%6.3% of revenues for fiscal year 20122013 and
5.7%5.5% for 2011.2012.
GRI is known for its quality American made products, top-notch customer service
and the willingness to work with customers on their special applications.
GRI owns and operates its main manufacturing plant and offices in Kimball,
Nebraska with a satellite plant 40 miles away in Gering, Nebraska.
The company has substantial marketable securities holdings and these holdings
have a material impact on the financial results. For the fiscal year ending
April 30, 2012,2013, other income accounted for 21.20%31.66% of income before income taxes.
In comparison, other income accounted for 32.32%21.20% of the income before income
taxes for the year ending April 30, 2011.2012. Management's philosophy behind having
holdings in marketable securities is to keep the money working and gaining
interest on the cash that is not needed to be put back into the business. And
over the years, the investments have kept the earnings per share up when the
results from operations have not faired as well.
Management is always open to the possibility of acquiring a business that would
complement our existing operations. This would probably not require any outside
financing. The intent would be to utilize the equipment, marketing techniques
and established customers to increase sales and profits.
There are no known seasonal trends with any of GRI's products, since we mostly
sell to distributors and OEM manufacturers. The products are tied to the housing
industry and will fluctuate with building trends.
Liquidity and Capital Resources
_______________________________
Operating
Net cash increased $914,000 during the year ended April 30, 2013 as it increased
$519,000 during the year ended April 30, 2012 as it increased
$1,613,000 during the year ended April 30, 2011.2012. Other cash flow changes are as
follows. Accounts receivable increased $95,000$244,000 during the current year as
compared to a $287,000$95,000 increase for last year. The increase in cash flow for
accounts receivable is a reflection that sales have improved.of increased sales. At April 30, 2012,
69.12%2013,
69.77% of the receivables were considered current (less than 45 days) and 0.90%0.43%
of the total were over 90 days past due. For comparison, 76.16%69.12% of the
receivables were current and 1.70%0.90% were past 90 days at April 30, 2011.2012.
Inventories increased $535,000decreased $277,000 for the current year as compared to a $81,000
decrease$535,000
increase for the same period last year. AsSince there is a smaller increase in
sales havefor the current year, as compared to last year, management had already
increased management has
had to increaseits inventory purchases and the cost of raw materials has gone up
substantially.purchase levels. For the year ended April 30, 2012,2013,
prepaid expenses decreased $10,000,$80,000, and increased $9,000decreased $10,000 for the corresponding
period last year. The main reason for the small decrease in prepaid expenses for the
current fiscal year is that the company has received raw materials that it
prepaid for last fiscal year. Cash towards payment of income taxes increased
$593,000 for the year ended April 30, 2013. Management increased the amounts
they paid on income tax estimates since the estimates were under estimated the
prior fiscal year.
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For the year ended April 30, 2012,2013, accounts payable decreased $32,000$28,000 as
compared to a $71,000$32,000 decrease for the same period the year before. The
change in cash in regards to accounts payable can vary. It really depends on the
time of the month the invoices are due, since the company pays all its invoices
within the terms. Accrued expenses remained constantincreased $47,000 for the year ended April
30, 2012,2013, as these expenses increased $13,000remained constant for the corresponding year ended
April 30, 2011. Income tax payable increased $210,000 for the year ended April
30, 2012 as it also increased $252,000 for the year ended April 30, 2011. The
current increase is a reflection for the increase in sales and income that has
occurred during the current fiscal year.2012.
Investing
As for our investment activities, a net amount of $169,000$1,000 was capitalized on
other assets manufactured for the year ended April 30, 2012,2013, while $101,000$169,000 was
spent on these activities during the prior fiscal year. A couple offew molds were
completed and put to the fixed asset accounts as new molds have been started
during the current fiscal year. $298,000$104,000 was spent on purchases of property and
equipment during the current fiscal year and $60,000$298,000 was spent during the year
ended April 30, 2011.2012. Additionally, the Company continues to purchase marketable
securities, which include municipal bonds and quality stocks. Cash spent on
purchases of marketable securities for the year ended April 30, 20122013 was
$891,000$760,000 and $868,000$891,000 was spent for the corresponding period last year. In
addition, proceeds from the sale of marketable securities for the year ended
April 30, 20122013 were $168,000$89,000 and $1,592,000$168,000 for the same period last year. We use
"money manager" accounts for most stock transactions. By doing this, the Company
gives an independent third party firm, who are experts in this field, permission
to buy and sell stocks at will. The Company pays a quarterly service fee based
on the value of the investments. Furthermore, the Company continues to purchase
back its common stock when the opportunity arises. For the year ended April 30,
2012,2013, the Company purchased $41,000$36,000 worth of treasury stock and $77,000$41,000 was
bought back for the year ended April 30, 2011.2012. We have been actively searching
for stockholders that have been "lost" over the years. The payment of dividends
over the last seveneight fiscal years has also prompted many stockholders and/or
their relatives and descendants to sell back their stock to the Company.
Financing
Cash used in financing activities were $1,055,000$2,294,000 for the year ended April 30,
2012, all of2013, which mostly consisted of dividends paid. The company declared a dividend
of $0.23$0.28 per share of common stock on September 30, 20112012 and these dividends
were paid by October 31, 2011.2012. Another dividend of $0.22 per share of common
stock was declared on December 16, 2012 and paid by December 16, 2012. Net cash
used in financing activities was $924,000$1,055,000 for the year ended April 30, 2011.2012.
A dividend of $0.20$0.23 per common share was declared and paid during the second
fiscal quarter last year.
Results of Operations
_____________________
GRI completed the fiscal year ending April 30, 2012,2013, with a net profit of 25.75%36.04%
net of sales. Net sales were at $10,285,000,$10,510,000, up 16.11%2.19% over the previous year.
The company has seen increasesslight increase in sales asis a result of overall better economic
times, as compared to the same period last year.continued quality service and
finding new customers. Cost of goods sold was 46.28%48.42% of net sales for the year
ended April 30, 20122013 and 52.69%46.28% for the same period last year. Management has
been keeping labor and other manufacturing expenses in check, and with the increase in sales,therefore keeping
the cost of goods sold percentages is
backpercentage in the desired range of 45 to 50%.
Also, management raised prices at
January 1, 2012 and January 1, 2011. This was the first and second overall
price increase to take place in 10 years. The new increased selling prices help
elevate the cost of goods sold percentages.
Page 8
Operating expenses were 24.19%25.91% of net sales for the year ended April 30, 20122013 as
compared to 27.39%24.19% for the corresponding period last year. Management's goal is
to keep the operating expenses around 30% or less of net sale, so the goal has
been met for the current fiscal year. Income from operations for the year ended
April 30, 20122013 was at $3,037,000,$2,698,000, which is a 72.07% increasean 11.69% decrease from the
corresponding period last year, which had income from operations of $1,765,000.$3,037,000.
Other income and expenses results for the fiscal year ended April 30, 20122013
produced a gain of $817,000.$1,250,000. This is in comparison to a gain of $843,000$817,000 for
the fiscal year ended April 30, 2011.2012. Dividend and interest income was $735,000,$789,000,
which was up 10.36%7.35% for the year. Dividend and interest expense at April 30,
20112012 was $666,000.$735,000. Gains on investments for the fiscal year ending April 30,
2012 were $51,000.
Net income for the year ended April 30, 20122013 was $2,648,000,$3,788,000, which is a 30.7%43.05%
increase from the prior year, which produced a net gain of $2,026,000.$2,648,000. Earnings
per common share for the year ended April 30, 20122013 were $0.52$0.75 per share. EPS for
the year ended April 30, 20112012 was $0.40$0.52 per share.
Management expects sales to stay steady and hopefully increase for the fiscal
year ending April 30, 2013.2014. The company's main division of products that are
sold (security switches) are directly tied to the housing industry. And since
the housing industry's performance has improved, the company's sales have also
improved in relation to the economy. We are always researching and developing
new products that will help our sales increase. We have many new products
(which will be discussed in detail below) that we are planning to release into
the marketplace during fiscal year end 2013.2014. Also, we are hopeful that extra
growth can be achieved by volume increases with our present customers and with
the addition of new customers. We have an excellent marketing department that
is always on the lookout for new clients.
At April 30, 2012,2013, working capital increased by 5.56%6.05% in comparison to the
previous fiscal year. The company measures liquidity using the quick ratio,
which is the ratio of cash, securities and accounts receivables to current
obligations. The company's quick ratio decreasedincreased to 25.334 for the year ended
April 30, 2013 from 24.254 for the year ended April 30, 2012 from 30.664 for the year ended April 30, 2011. Cash, accounts2012. Accounts
receivable, and marketable securities have increased during the current year,
while cash decreased by 15.83% and current liabilities increasedstayed fairly constant,
increasing by 33%0.09%.
New product development
The Garage Door Monitor (pt # DM question mark 1)GRI Engineering department is nowdeveloping products in the following areas:
Wireless technology is a main area of focus for product development. We are
looking into adding wireless technology to some of our current products.
First of all, we are working on the market and
showing good sales with repeat customers. The DM question mark 1 will monitor
when the garage door has been left open and will automatically shut the door
- either by a timed delay after the door has been opened or closing at a set
time every day. Management believes thiswireless version of our Pool Alarm that will
be easy to install in current construction. We are also concentrating on making
products compatible with the increasing popular Z-Wave standard for wireless
home automation.
We are working on high security switches. We have a good upsell as many home
burglars gain access through a garage door that is left open or unlocked.
Engineeringtriple biased high security
switch design nearly complete and an adjustable magnet design completed for
recessed mounting applications.
Our molding department is working on new molds for a plastic housingcase for new versions of
our very popular MF-875 flat
magnet. They are also looking to complete a design on a 110V Current Controller that would workand a terminal cover of our 29-series switch. The new
versions of the Current Controller will allow the user to control more lights
with a single controller or to handle higher voltage applications for use
overseas.
Finally, we are researching our contact switchesability to secure the door of a storage unit.
This switch can also turn on the light when the door is opened.
Aget into fuel level monitor is in the engineering stage.sensing. Several
security companies from around the world have told us fuel theft is a major problem. They arebeen looking for a product that will tie into the security system ifways to secure
fuel tanks or trucks
are tampered with.
Other productsand trucks. Our emphasis would be in engineering include a vent airflow sensor that will send a
signal if the air conditioner breaks, loses power or freezes up in a server room
or anywhere else temperatures needways to be monitored. We are also continuing work
on a wireless pool alarmsafely monitor fuel
levels and a triple biased high security switch.report tampering.
Critical Accounting Policies
____________________________
The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in conformity with generally accepted accounting principles in the United
States. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses reported in those financial statements.
These judgments can be subjective and complex, and consequently actual results
could differ from those estimates. Our most critical accounting policies relate
to accounts receivable; marketable securities; inventory; income taxes; and
segment reporting.
Accounts Receivable-Accounts receivable are customer obligations due under
normal trade terms. The company sells its products to security alarm
distributors, alarm installers, and original equipment manufacturers. Management
performs continuing credit evaluations of its customers' financial condition and
the company generally does not require collateral.
The company records an allowance for doubtful accounts based on an analysis of
specifically identified customer balances. The company has a limited number of
customers with individually large amounts due at any given date. Any unantici-
pated change in any one of these customers' credit worthiness or other matters
affecting the collectibility of amounts due from such customers could have a
material effect on the results of operations in the period in which such changes
or events occur. After all attempts to collect a receivable have failed, the
receivable is written off.
Marketable securities-The Company has investments in publicly traded equity
securities as well as certain state and municipal debt securities. These
securities are classified as available-for-sale securities, and are reported at
fair value. The Company uses the average cost method to determine the cost of
securities sold and the amount reclassified out of accumulated other
comprehensive income into earnings. Unrealized gains and losses are excluded
from earnings and reported separately as a component of stockholder's equity.
Dividend and interest income are reported as earned.
In accordance with the Generally Accepted Accounting Principles in the United
States (US GAAP), the Company evaluates all marketable securities for other-
than temporary declines in fair value. When the cost basis exceeds the fair
market value for approximately one year, management evaluates the nature of
the investment, cause of impairment and number of investments that are in an
unrealized position. When it is determined that a security will probably remain
impaired, a recognized loss is booked and the investment is written down to its
new fair value. The investments are periodically evaluated to determine if
impairment changes are required.
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Inventories-Inventories are valued at the lower of cost or market value. Costs
are determined using the average cost-pricing method. The company uses standard
costs to price its manufactured inventories, approximating average costs. The
reported net value of inventory includes finished saleable products, work-in-
process and raw materials that will be sold or used in future periods. Inventory
costs include raw materials, direct labor and overhead. The Company's overhead
expenses are applied based, in part, upon estimates of the proportion of those
expenses that are related to procuring and storing raw materials as compared to
the manufacture and assembly of finished products. These proportions, the method
of their application, and the resulting overhead included in ending inventory,
are based in part on subjective estimates and approximations and actual results
could differ from those estimates.
In addition, the Company records an inventory obsolescence reserve, which
represents the cost of the inventory that has had no movement in over two years.
There is inherent professional judgment and subjectivity made by management in
determining the estimated obsolescence percentage. In addition, and as
necessary, the Company may establish specific reserves for future known or
anticipated events.
Income Taxes-US GAAP requires use of the liability method, whereby current and
deferred tax assets and liabilities are determined based on tax rates and laws
enacted as of the balance sheet date. Deferred tax expense represents the
change in the deferred tax asset/liability balances.
Segment Reporting and Related Information-The Company designates the internal
organization that is used by management for allocating resources and assessing
performance as the source of the Company's reportable segments. US GAAP also
requires disclosures about products and services, geographic area and major
customers.
Related Party Transactions - The Company leases a building from Ken and Bonnie
Risk. Ken Risk iswas the Chairman of the Board and President and CEO of the
company.company until his death in February 2013. Bonnie Risk is Ken's wife, who is alsoa
director and an employee of the company. This building contains the Company's
sales and accounting departments, maintenance department, engineering department
and some production facilities. This lease requires a minimum payment of $1,535
on a month-to-month basis. The total lease expense for this arrangement was
$18,420 for the fiscal years ended April 30, 20122013 and 2011.2012.
The company also leases its airplane from former President and CEO Ken Risk, who
iswas also a majority stockholder, on a month-to-month basis requiring payments of
$2,250. Airplane lease expenses charged to operations for the fiscal yearsyear ended
April 30, 20122013 were $22,500 and, 2011, were $27,000 for each year.the fiscal year ended
April 30, 2012. During the year ended April 30, 2000, the Company paid $210,000
and the former President/CEO contributed the airplane in trade for another
airplane. The Company and this officer jointly own the newly purchasedairplane. The company has
the airplane and will continueup for sale since there is no longer a pilot for the lease on the officer's
ownership of the plane.aircraft.
One of the directors of the board, Joel Wiens, is the principal shareholder of
FirsTier Bank. FirsTier Bank is the financial institution the company uses for
its day to day banking operations. Year end balances of accounts held at this
bank are $3,350,000 for the year ended April 30, 2013 and $4,818,000 for the
year ended April 30, 2012 and $4,648,000 for the
year ended April 30, 2011.2012. The Company also received interest income from
FirsTier Bank in the amount of $2,000 for the year ended April 30, 2013 and
$3,000 for the year ended April 30, 2012 and
$8,000 for the year ended April 30, 2011.2012.
Page 11
Item 8 Financial Statements
Index to Financial Statements
George Risk Industries, Inc.
Page
Independent Auditor's Report 13
Balance Sheets April 30, 20122013 and 20112012 14
Statements of Income
For the Years Ended April 30, 20122013 and 20112012 16
Statements of Comprehensive Income
For the Years Ended April 30, 20122013 and 20112012 17
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 20122013 and 20112012 18
Statements of Cash Flows
For the Years Ended April 30, 20122013 and 20112012 20
Notes to Financial Statements 21
Page 12
Report of Independent Registered Public Accounting Firm
Board of Directors
George Risk Industries, Inc.
Kimball, Nebraska
We have audited the accompanying balance sheets of George Risk Industries,
Inc. as of April 30, 20122013 and 2011,2012, and the related statements of income,
comprehensive income, stockholders' equity, and cash flows for each of the
years in the two-year period ended April 30, 2012.2013. These financial
statements are the responsibility of the company's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.
Themisstatement.The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company's internal control
over financial reporting. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of George Risk
Industries, Inc. as of April 30, 20122013 and 2011,2012, and the results of their
operations and their cash flows for each of the years in the two year period
ended April 30, 2012,2013, in conformity with accounting principles generally
accepted in the United States of America.
/s/ Haynie & Company
Littleton, Colorado
July 26, 2012August 13, 2013
George Risk Industries, Inc.
Balance Sheets
April 30, 2013 and 2012
and 20112013 2012 2011
ASSETS
Current Assets
Cash and cash equivalents $ 5,773,0004,859,000 $ 5,254,0005,773,000
Investments and securities 22,208,000 20,280,000 19,512,000
Accounts receivable:
Trade, net of $6,000$4,126 and $5,000$5,789 doubtful
account allowance for 2013 and 2012,
and 2011,
respectively 1,915,000 1,669,000 1,574,000
Other 1,000 1,000
Note receivable, current 5,000 4,000
5,000Income tax overpayment 347,000 -
Inventories 2,074,000 2,351,000 1,854,000
Prepaid expenses 60,000 141,000 151,000
Deferred current income taxes 635,000 119,000
166,000
____________ _______________________
Total Current Assets $ 32,104,000 $ 30,338,000 28,517,000
Property and Equipment, net, at cost 701,000 771,000 639,000
Other Assets
Investment in Limited Land Partnership,
at cost 238,000 228,000 218,000
Projects in process 45,000 44,000 213,000
Note receivable 2,000 5,000 1,000
Other 1,000 01,000
____________ ____________
Total Other Assets $ 278,000286,000 $ 432,000278,000
TOTAL ASSETS $ 31,387,00033,091,000 $ 29,588,00031,387,000
____________ ___________
____________ ___________
See accompanying notes to financial statements.
Page 14
George Risk Industries, Inc.
Balance Sheets
As of April 30, 20122013 and 20112012
Liabilities and Stockholders' Equity
2013 2012 2011
Current Liabilities
Accounts payable, trade $ 96,00068,000 $ 128,00096,000
Dividends payable 817,000 589,000 483,000
Accrued expenses:
Payroll and related expenses 212,000259,000 212,000
Income tax payable - 246,000 36,000
__________ ___________
Total Current Liabilities $1,143,000$1,144,000 $ 859,0001,143,000
Long-Term Liabilities
Aircraft ownership deposit payable 5,000- 5,000
Deferred income taxes 133,000 124,000 53,000
___________ ___________
Total Long-Term Liabilities $ 129,000133,000 $ 58,000129,000
Stockholders' Equity
Convertible preferred stock, 1,000,000 shares
authorized, Series 1--noncumulative, $20
stated value, 25,000 shares authorized, 4,100
issued and outstanding 99,000 99,000
Common stock, Class A, $.10 par value, 10,000,000
shares authorized, 8,502,8328,502,881 shares issued and
outstanding 850,000 850,000
Additional paid-in capital 1,736,000 1,736,000
Accumulated other comprehensive income 743,000 278,000 281,000
Retained earnings 31,873,000 30,603,000 29,115,000
Less: treasury stock,3,460,282stock,3,467,356 and
3,451,8573,460,282 shares, at cost (3,487,000) (3,451,000) (3,410,000)
___________ ___________
Total Stockholders' Equity $31,814,000 $30,115,000 $28,671,000
___________ ___________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $33,091,000 $31,387,000 $29,588,000
___________ ___________
___________ ___________
See accompanying notes to financial statements.
Page 15
George Risk Industries, Inc.
Income Statements
For the Years Ended April 30, 20122013 and 20112012
Year Year
Ended Ended
Apr 30,201230,2013 Apr 30, 20112012
___________ ____________
Net Sales $10,510,000 $10,285,000 $ 8,858,000
Less: Cost of Goods Sold (5,089,000) (4,760,000) (4,667,000)
___________ ___________
Gross Profit $ 5,525,0005,421,000 $ 4,191,0005,525,000
Operating Expenses:
General and Administrative 790,000 776,000
754,000
Sales 1,821,000 1,612,000
1,552,000
Engineering 71,000 54,000 74,000
Rent Paid to Related Parties 46,00041,000 46,000
___________ ___________
Total Operating Expenses $ 2,488,0002,723,000 $ 2,426,0002,488,000
Income From Operations 2,698,000 3,037,000 1,765,000
Other Income (Expense)
Other Income4,000 19,000
9,000Interest Expense (3,000) -
Dividend and Interest Income 789,000 735,000 666,000
Gain on Investments 460,000 51,000 168,000
Gain on Sale of Assets - 12,000 0
___________ ___________
$ 817,0001,250,000 $ 843,000817,000
Income Before Provisions for
Income Taxes 3,948,000 3,854,000
2,608,000
ProvisionsProvision for Income Taxes
Current Expense 1,000,000 1,087,000 696,000
Deferred tax (benefit) expense (benefit)(840,000) 119,000 (114,000)
___________ ___________
Total Income Tax Expense 160,000 1,206,000 582,000
Net Income $ 2,648,0003,788,000 $ 2,026,0002,648,000
Basic and Diluted Earnings Per Share
of Common StockStock: $ 0.520.75 $ 0.400.52
Weighted Average Number of
Common Shares Outstanding 5,037,837 5,045,103 5,057,337
See accompanying notes to financial statements.
Page 16
George Risk Industries, Inc.
Statements of Comprehensive Income
For the Years Ended April 30, 20122013 and 20112012
Year Year
Ended Ended
Apr 30,201230,2013 Apr 30, 20112012
___________ ____________
Net Income $2,648,000$3,788,000 $ 2,026,0002,648,000
__________ ___________
Other Comprehensive Income, Net of Tax
Unrealized gain (loss) on securities:
Unrealized holding gains (losses)
arising during period 736,000 (159,000)
558,000
Less: reclassificationReclassification adjustment for
(gains) losses included in net income 62,000 154,000 (97,000)
Income tax expense related to other
comprehensive income (333,000) 2,000 (193,000)
__________ __________
Other Comprehensive Income 465,000 (3,000) 268,000
Comprehensive Income $4,253,000 $2,645,000 $2,294,000
__________ __________
__________ __________
See accompanying notes to financial statements.
Page 17
George Risk Industries, Inc.
StatementStatements of Changes in Stockholders' Equity
For the Years Ended April 30, 20122013 and 20112012
Common Stock
Preferred Stock Class A
________________ ____________
Shares Amount Shares Amount
Balances, April 30,
20102011 4,100 $ 99,000 8,502,8328,502,881 $850,000
Purchases of common
stock - - - -
Dividend declared at
$0.20$0.23 per common
share outstanding - - - -
Unrealized gain (loss),
net of tax effect - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
20112012 4,100 99,000 8,502,8328,502,881 850,000
________ ________ _________ ________
Purchases of common
stock - - - -
Dividend declared at
$0.23 per common
share outstanding - - - -
Unrealized gain (loss),
net of tax effect - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
20122013 4,100 $ 99,000 8,502,8328,502,881 $850,000
________ ________ _________ ________
________ ________ _________ ________
See accompanying notes to financial statements.
Page 18
George Risk Industries, Inc.
Statements of Changes in Stockholders' Equity
For the Years Ended April 30, 20122013 and 20112012
Accumulated
Treasury Stock Other
Paid-In (Common Class A) Comprehensive Retained
______________
Capital Shares Amount Income Earnings Total
$1,736,000 3,438,352 $(3,332,000)3,451,857 $(3,410,000) $ 13,000 $28,102,000 $27,468,000
- 13,505 (78,000) - - (78,000)
- - - - (1,013,000) (1,013,000)
- - - 268,000 - 268,000
- - - - 2,026,000 2,026,000
__________ _________ ___________ ___________ ___________ ___________
1,736,000 3,451,857 (3,410,000) 281,000 29,115,000 28,671,000
__________ _________ ___________ ___________ ___________ ___________$29,115,000 $28,671,000
- 8,425 (41,000) - - (41,000)
- - - - (1,160,000) (1,160,000)
- - - (3,000) - (3,000)
- - - - 2,648,000 2,648,000
__________ _________ ___________ ___________ ___________ ___________
1,736,000 3,460,282 (3,451,000) 278,000 30,603,000 30,115,000
__________ _________ ___________ ___________ ___________ ___________
- 7,074 (36,000) - - (36,000)
- - - - (2,518,000) (2,518,000)
- - - 465,000 - 465,000
- - - - 3,788,000 3,788,000
__________ _________ ___________ ___________ ___________ ___________
$1,736,000 3,460,282 $(3,451,000)3,467,356 $(3,487,000) $ 278,000 $30,603,000 $30,115,000743,000 $31,873,000 $31,814,000
__________ _________ ___________ ___________ ___________ ___________
__________ _________ ___________ ___________ ___________ ___________
See accompanying notes to financial statements.
Page 18
George Risk Industries, Inc.
Statements of Cash Flows
Year Year
Ended Ended
Apr 30,201230,2013 Apr 30, 20112012
___________ ____________
Cash Flows from Operating Activities:
Net income $3,788,000 $2,648,000 $2,026,000
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 174,000 160,000 153,000
(Gain) on sale of investments (460,000) (51,000) (169,000)
(Gain) on sale of property and
equipment 0 (12,000) 0
Bad debt expense (2,000) 0 8,000
Reserve for obsolete inventory 0 38,000 33,000
Deferred income taxes 119,000 (114,000)(840,000) (119,000)
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (244,000) (95,000)
(287,000)
Inventories 277,000 (535,000) 81,000
Prepaid expenses 80,000 10,000 (9,000)
Employee receivables (1,000) 0
(1,000)Income tax overpayment (593,000) 0
Increase (decrease) in:
Accounts payable (28,000) (32,000)
71,000
Accrued expensesexpense 47,000 0 13,000
Income tax payable 0 210,000 252,000
__________ __________
Net cash provided by (used in)
operating activities $2,460,000$2,198,000 $ 2,057,0002,460,000
__________ __________
Cash Flows From Investing Activities:
Other assets manufactured and purchased 1,000 169,000 (101,000)
Proceeds from sale of assets 0 20,000 0
(Purchase) of property and equipment (104,000) (298,000) (60,000)
Proceeds from sale of marketable
securities 89,000 168,000 1,592,000
(Purchase) of marketable securities (760,000) (891,000) (868,000)
(Purchase) of long-term investment (10,000) (18,000)(10,000)
(Loans) made to employees (3,000) (10,000) 0
Collections of loans to employees 5,000 7,000 12,000
(Purchase) of treasury stock (36,000) (41,000) (77,000)
__________ __________
Net cash provided by (used in)
investing activities ($886,000)818,000) $ 480,000(886,000)
__________ __________
Cash Flows From Financing Activities:
Principal payments on long-term debt (4,000) 0
Dividends paid (2,290,000) (1,055,000) (924,000)
__________ __________
Net cash provided by (used in)
financing activities $(2,294,000) $(1,055,000) $ (924,000)
__________ __________
Net Increase (Decrease) in Cash and
Cash Equivalents $ 519,000914,000 $ 1,613,000519,000
__________ __________
__________ __________
See accompanying notes to financial statements
Page 19
Cash and Cash Equivalents, beginning
of period $ 5,254,000 $3,641,0005,773,000 $5,254,000
Cash and Cash Equivalents,
end of period $ 5,773,000 $5,254,0004,859,000 $5,773,000
__________ __________
__________ __________
Supplemental Disclosure for Cash
Flow Information:
Cash Payments for:
Income taxes paid $ 1,607,000 $ 855,000
Interest expense $ 658,0003,000 $ 0
Cash receipts for incomefor:
Income taxes $ 21,00019,000 $ 214,00021,000
See accompanying notes to financial statements
Page 20
George Risk Industries, Inc.
Notes to Financial Statements
April 30, 20122013
1. Nature of Business and Summary of Significant Accounting Policies
Nature of Business-The company is engaged in the design, manufacture, and
marketing of computer keyboards, push-button switches, security alarm
components, pool alarms and hydro sensors.
Cash and Cash Equivalents-The company considers all investments purchased
with a maturity of three months or less to be cash equivalents.
Allowance for Doubtful Accounts-Accounts receivable are customer
obligations due under normal trade terms. The company sells its products
to security alarm distributors, alarm installers, and original equipment
manufacturers. The company performs continuing credit evaluations of its
customers' financial condition and the company generally does not require
collateral.
The company records an allowance for doubtful accounts based on an analysis
of specifically identified customer balances. The company has a limited
number of customers with individually large amounts due at any given date.
Any unanticipated change in any one of these customers' credit worthiness
or other matters affecting the collectibility of amounts due from such
customers could have a material effect on the results of operations in the
period in which such changes or events occur. After all attempts to collect
a receivable have failed, the receivable is written off. The company has
recorded an allowance for doubtful accounts of $4,000 for the year ended
April 30, 2013 and $6,000 for the year ended April 30, 2012 and $5,000 for2012. For the fiscal
year ended April 30, 2011.2013 bad debt expense was a net credit of $1,926 due
to bad debt recoveries during the year. For the fiscal year ended April 30,
2012, bad debt expense was a net credit of $213 due to
bad debt recoveries during the year. For the fiscal year ended April 30,
2011, bad debt expense was $8,499.$213.
Inventories-Inventories are stated at the lower of cost or market. Cost is
determined using the average cost-pricing method. The company uses standard
costs to price its manufactured inventories approximating average costs.
Page 21
Property and Equipment-Property and equipment are recorded at cost.
Depreciation is calculated based on the following estimated useful lives
using the straight-line method:
Classification Useful Life 2013 2012 2011
in Years Cost Cost
Dies, jigs, and molds 3-7 $1,570,000 $1,503,000 $1,222,000
Machinery and equipment 5-10 1,134,0001,137,000 1,134,000
Furniture and fixtures 5-10 147,000 147,000
Leasehold improvements 5-32 178,000 178,000
Buildings 20 658,000 658,000
Automotive and aircraft 3-5 411,000 406,000 398,000
Software 2-5 129,000139,000 129,000
Land N/A 13,000 13,000
__________ __________
Total 4,253,000 4,168,000 3,879,000
Accumulated depreciation (3,552,000) (3,397,000) (3,240,000)
__________ __________
Net $ 771,000701,000 $ 639,000771,000
__________ __________
__________ __________
Depreciation expense of $160,000$174,000 and $153,000$160,000 were charged to operations
for the years ended April 30 20122013 and 2011,2012, respectively.
Maintenance and repairs are charged to expense as incurred, and
expenditures for major improvements are capitalized. When assets are
retired or otherwise disposed of, the property accounts are relieved of
costs and accumulated depreciation and any resulting gain or loss is
credited or charged to operations.
Advertising-Advertising costs are expensed as incurred and included in
selling expenses. Advertising expense amounted to $221,000$243,000 and $257,000$221,000
for the years ended April 30 20122013 and 2011,2012, respectively.
Income Taxes-US GAAP requires use of the liability method, whereby current
and deferred tax assets and liabilities are determined based on tax rates
and laws enacted as of the balance sheet date. Deferred tax expense
represents the change in the deferred tax asset/liability balances.
Page 22
The flow-through method of accounting for tax credits has been adopted by
the company. Such credits are reflected as a reduction of the provision
for income taxes in the year in which they become available.
Net Income Per Common Share-Net income per common share is based on the
weighted average number of common shares outstanding during each fiscal year.
The dilutive effect of convertible preferred stock is reflected in diluted
earnings per share by application of the if-converted method. Under this
method, preferred dividends applicable to convertible preferred stock are
added to the numerator and convertible preferred stock is assumed to have
been converted at the beginning of the period.
Accounting Estimates-The preparation of these financial statements requires
the use of estimates and assumptions including the carrying value of assets.
The estimates and assumptions result in approximate rather than exact amounts.
Financial Instruments-Financial instruments consist of cash and cash
equivalents, marketable securities, accounts receivable and accounts payable.
The carrying values of these financial instruments approximate fair value due
to their short-term nature.
Revenue Recognition-Revenue is recognized when risks and benefits in ownership
are transferred, which normally occurs at the time of shipment of products.
Comprehensive Income-US GAAP requires disclosure of total non-stockholder
changes in equity in interim periods and additional disclosures of the
components of non-stockholder changes in equity on an annual basis. Total non-
stockholder changes in equity include all changes in equity during a period
except those resulting from fiscal investments by and distributions to
stockholders.
Segment Reporting and Related Information-The Company designates the internal
organization that is used by management for allocating resources and assessing
performance as the source of the Company's reportable segments. US GAAP also
requires disclosures about products and services, geographic area and major
customers. At April 30, 2012,2013, the Company operated in two segments organized
by security line products and all other products. See Note 9 for further
segment information disclosures.
Page 23
Reclassifications-Certain reclassifications have been made to conform to the
current year presentation. The total net income and equity are unchanged due
to those reclassifications.
Recently Issued Accounting Pronouncements- In May 2011, the Financial2012, we adopted Accounting
Standards Board ("FASB") issued newUpdate No. 2011-05, Presentation of Comprehensive Income. This
guidance for fair value
measurements intended to achieve common fair value measurement and disclosure
requirements in U.S. GAAP and Interntional Financial Reporting Standards. The
amended guidance provides a consistent definition of fair value to ensure that
the fair value measurement and disclosure requirements are similar between U.S.
GAAP and International Financial Reporting Standards. The amended guidance
changes certain fair value measurement principles and enhances the disclosure
requirements, particularly for Level 3 fair value measurements. The amended
guidance was effective for us beginning February 1, 2012. We do not anticipate
that these changes will have a significant impact on our financial position,
results of operations or cash flows.
In June 2011, the FASB issued guidance that modified how comprehensive income
is presented in an entity's financial statements. The guidance issued requires an entity to present the total of comprehensive income, the
components of net income, and the components of other comprehensive income
either in a single continuous statement of comprehensive income or in two
separate but consecutive statements and eliminates the option to present the
components of other comprehensive income as part of the statement of equity.
We have adoptedcontinued to present a separate statement of comprehensive income and
the revisedadoption of this guidance did not have any impact on our results of
operations, financial statement presentation for comprehensive income. This becomes
effective May 1, 2012.position or cash flows.
2. INVENTORIES
Inventories at April 30, 20122013 and 20112012 consisted of the following:
2013 2012 2011
__________ __________
Raw materials $1,552,000 $1,682,000 $1,413,000
Work in process 412,000 543,000 424,000
Finished goods 275,000 291,000 220,000
__________ __________
2,239,000 2,516,000 2,057,000
__________
Less: allowance for obsolete inventory (165,000) (203,000)(165,000)
__________ __________
Totals $2,074,000 $2,351,000 $1,854,000
__________ __________
__________ __________
Page 24
3. MARKETABLE SECURITIES
The Company has investments in publicly traded equity securities as well as
certain state and municipal debt securities. These securities are classified
as available-for-sale securities, and are reported at fair value. Available-
for-sale investments in debt securities mature between June 2012May 2013 and June
2042.November
2048. The Company uses the average cost method to determine the cost of
securities sold and the amount reclassified out of accumulated other
comprehensive income into earnings. Unrealized gains and losses are excluded
from earnings and reported separately as a component of stockholders' equity.
Dividend and interest income are reported as earned.
As of April 30, 2012,2013, investments available-for-sale consisted of the following:
Gross Gross
Cost Unrealized Unrealized Fair
Basis Gains Losses Value
Municipal bonds $ 9,202,0007,596,000 $ 291,000 $ (35,000)(12,000) $ 9,458,000
Corporate bonds7,875,000
REITs $ 268,00067,000 $ 8,0002,000 $ (2,000) $ 274,00067,000
Equity securities $10,939,000 $1,099,000 $ 8,989,000 $ 467,000 $ (252,000) $ 9,204,000(102,000) $11,936,000
Money Markets and CDs $ 1,344,0002,330,000 $ 0 $ 0 $ 1,344,0002,330,000
Total $19,803,000$20,932,000 $1,392,000 $ 766,000 $ (289,000) $20,280,000(116,000) $22,208,000
The Company evaluates all marketable securities for other-than temporary
declines in fair value, which are defined as when the cost basis exceeds the
fair value for approximately one year. The Company also evaluates the nature
of the investment, cause of impairment and number of investments that are in
an unrealized position. When an other-than-temporary decline is identified,
the Company will decrease the cost of the marketable security to the new fair
value and recognize a loss. The investments are periodically evaluated to
determine if impairment changes are required. As a result of this standard,
management recorded impairment losses of $20,000 for the year ended April 30,
2013 and $72,000 for the year ended April 30, 2012 and $11,000 for the year ended April 30, 2011.2012.
The following table shows the investments with unrealized losses that are not
deemed to be other-than-temporarily impaired, aggregated by investment category
and length of time that individual securities have been in a continuous
unrealized loss position, at April 30, 2012.2013.
Page 25
Less than 12 months 12 months or greater Total
Description Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
Municipal bonds $ 425,000657,000 $ (8,000) $ 220,000 $ (4,000) $1,153,000 $ (31,000) $1,578,000877,000 $ (35,000)
Corporate bonds $ 114,000 $ (2,000) $ 0 $ 0 $ 114,000 $ (2,000)(12,000)
Equity securities $2,195,000$1,033,000 $ (177,000)(71,000) $ 663,000143,000 $ (73,000) $2,858,000 $ (250,000)
Total $2,734,000 $ (183,000) $1,816,000(33,000) $1,176,000 $ (104,000)
$4,550,000Total $1,690,000 $ (287,000)(79,000) $ 363,000 $ (37,000) $2,053,000 $ (116,000)
Municipal Bonds
The unrealized losses on the Company's investments in municipal bonds were
caused by interest rate increases. The contractual terms of these investments
do not permit the issuer to settle the securities at a price less than the
amortized cost of the investment. Because the Company has the ability to hold
these investments until a recovery of fair value occurs, which may be maturity,
the Company does not consider these investments to be other-than-temporarily
impaired at April 30, 2012.
Corporate BOnds
The Company's unrealized loss on investments in corporate bonds relates to two
bonds. The contractual term of these investments does not permit the issuer to
settle the securities at a price less than the amortized cost of the
investments. Because the Company has the ability to hold these investments
until a recovery of fair value occurs, which may be maturity, the Company does
not consider these investments to be other-than-temporarily impaired at April
30, 2012.2013.
Marketable Equity Securities
The Company's investments in marketable equity securities consist of a wide
variety of companies. Investments in these companies include growth, growth
income, and foreign investment objectives. Management has evaluated the
individual holdings, and because of the recent decline in the stock market,
does not consider these investments to be other-than-temporarily impaired
at April 30, 2012.2013.
Page 26
4. RETIREMENT BENEFIT PLAN
On January 1, 1998, the company adopted the George Risk Industries, Inc.
Retirement Savings Plan (the "Plan"). The Plan is a defined contribution
savings plan designed to provide retirement income to eligible employees
of the company and its subsidiaries. The Plan is intended to be qualified
under Section 401(k) of the Internal Revenue Code of 1986, as amended.
It is funded by voluntary pre-tax contributions from eligible employees who
may contribute a percentage of their eligible compensation, limited and
subject to statutory limits. The Plan is also funded by discretionary
matching employer contributions from the company. Employees are eligible to
participate in the Plan when they have attained the age of 21 and completed
one thousand hours of service in any plan year with the company. Upon leaving
the company, each participant is 100% vested with respect to the participants'
contributions while the company's matching contributions are vested over a
six-year period in accordance with the Plan document. Contributions are
invested, as directed by the participant, in investment funds available under
the Plan. Matching contributions of approximately $12,000 were paid during
the fiscal year ending April 30, 20122013 and $11,000$12,000 worth of matching
contributions were paid during either of the fiscal yearyears ended April 30,
2011. There
were no discretionary contributions paid during the fiscal year ending April
30,2013 and 2012. Discretionary contributions of $1,800 were paid during the fiscal
year ending April 30, 2011.
5. STOCKHOLDERS' EQUITY
Preferred Stock-Each share of the Series #1 preferred stock is convertible at
the option of the holder into five shares of Class A common stock and is also
redeemable at the option of the board of directors at $20 per share. The
holders of the convertible preferred stock shall be entitled to a dividend at
a rate up to $1 per share annually, payable quarterly as declared by the board
of directors. No dividends were declared or paid during the two years ended
April 30, 2012.2013.
Convertible preferred stock without par value may be issued from time to time
as determined by the board of directors. Shares of different series shall be
of equal rank but may vary as to terms and conditions.
Class A Common Stock-The holders of the Class A common stock are entitled to
receive dividends as declared by the board of directors. No dividends may be
paid on the Class A common stock until the holders of the Series #1 preferred
stock have been paid a dividend for the four prior quarters and provision has
been made for the full dividend in the current fiscal year.
Page 28
During the fiscal year ended April 30, 2012,2013, the Company purchased 8,4257,074
shares of Class A common stock. This was accomplished by stockholders
contacting the company.
Stock Transfer Agent-The Company does not have an independent stock transfer
agent. The company maintains all stock records.
6. EARNINGS PER SHARE
Basic and diluted earnings per share, assuming convertible preferred stock was
converted for each period presented are:
April 30, 2013
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $3,788,000
__________
__________
Basic EPS $3,788,000 5,037,837 $.7519
Effect of dilutive
Convertible Preferred
Stock - 20,500 (.0030)
__________ _________ ______
Diluted EPS $3,788,000 5,058,337 $.7489
__________ _________ ______
__________ _________ ______
April 30, 2012
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $2,648,000
__________
__________
Basic EPS $2,648,000 5,045,103 $.5249
Effect of dilutive
Convertible Preferred
Stock - 20,500 (.0022)
__________ _________ ______
Diluted EPS $2,648,000 5,065,603 $.5227
__________ _________ ______
__________ _________ ______
April 30, 2011
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $2,026,000
__________
__________
Basic EPS $2,026,000 5,057,337 $.401
Effect of dilutive
Convertible Preferred
Stock - 20,500 (.002)
__________ _________ _____
Diluted EPS $2,026,000 5,077,837 $.399
__________ _________ _____
__________ _________ _____
Page 28
7. COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS
The Company leases a building from Ken and Bonnie Risk. Ken Risk iswas the
Chairman of the Board and the President and CEO of the company.company until his
death in February 2013. Bonnie Risk is Ken's wife, is also an director and
employee of the company. This building contains the Company's sales and
accounting departments, maintenance department,engineering department and some
production facilities. This lease requires a minimum payment of $1,535 on a
month-to-month basis. The total lease expense for this arrangement was $18,420
for the fiscal years ended April 30, 20122013 and 2011.2012.
The company also leasesleased its airplane from former President and CEO Ken Risk, who
iswas also a majority stockholder, on a month-to-month basis requiring payments of
$2,250. Airplane lease expenses charged to operations for the fiscal yearsyear ended
April 30, 20122013 was $22,500 and 2011, wereit was $27,000 for each year.the fiscal year ended
April 30, 2012. During the year ended April 30,2000, the Company paid $210,000
and the President/CEO contributed the airplane in trade for another airplane.
The Company and this officer jointly own the newly purchasedairplane. The company has the
airplane and will continueup for sale since there is no longer a pilot for the lease on the officer's
ownership of the plane.aircraft.
One of the directors of the board, Joel Wiens, is the principal shareholder of
FirsTier Bank. FirsTier bank is the financial institution the company uses for
its day to day banking operations. Year end balances of accounts held at this
bank are $3,350,000 for the year ended April 30, 2013 and $4,818,000 for the
year ended April 30, 2012 and $4,648,000 for the
year ended April 30, 2011.2012. The Company also received interest income from
FirstTier Bank in the amount of $2,000 for the year ended April 30, 2013 and
$3,000 for the year ended April 30, 2012 and
$8,000 for the year ended April 30,2011.30,2012.
Page 29
8. INCOME TAXES
Reconciliation of income taxes with Federal and State taxable income:
2013 2012 2011
____________ ____________
Income before income taxes $3,948,000 $3,854,000 $2,608,000
State income tax deduction (196,000) (211,000) (136,000)
Capital loss carryforwards
(utilized) accumulated (479,000) (120,000) (162,000)
Interest and dividend income (601,000) (603,000) (541,000)
Domestic production activities
deduction (284,000) (266,000) (180,000)
Nondeductible expenses
and timing differences 27,000 (85,000) 50,000
__________ __________
Taxable income $2,415,000 $2,569,000 $1,639,000
__________ __________
__________ __________
The following schedule reconciles the provision for income taxes
to the amount computed by applying the statutory rate to income
before income taxes:
Income before taxes at statutory
rate $1,650,000 $1,611,000 $1,090,000
Increase (decrease)income
taxes resulting from:
State income taxes (82,000) (88,000) (57,000)
Interest and dividend income (251,000) (252,000) (226,000)
Domestic production activities (119,000) (111,000) (75,000)
Deferred taxes (840,000) 119,000 (114,000)
Other temporary and
permanent differences (198,000) (73,000) (36,000)
__________ __________
Income tax expense $1,206,000 $ 582,000160,000 $1,206,000
__________ __________
__________ __________
Federal Tax Rate 34.0% 34.0%
State Tax Rate 7.8% 7.8%
____ ____
Blended statutory rate 41.8% 41.8%
____ ____
____ ____
Page 30
Deferred tax asset (liabilities) consist of the following
components at April 30, 20122013 and 2011:2012:
Deferred tax current assets:
Capital loss carryforward $ 0 $ 287,000
$ 337,000Allowance for doubtful accounts 2,000 0
Inventory valuation 69,000 0
Accrued vacation 31,000 32,000 31,000
Accumulated unrealized (gain)/loss
on investments 533,000 (200,000) (202,000)
__________ __________
Net deferred tax assets (liabilities) $ 635,000 $ 119,000 $ 166,000
__________ __________
__________ __________
Deferred long-term tax assets (liabilities):
Depreciation (133,000) (124,000) (53,000)
__________ __________
Net deferred long-term tax assets (liabilities) $ (124,000)(133,000) $ (53,000)(124,000)
__________ __________
__________ __________
Of the $287,000 in currentAll capital loss carryforwards $127,000 of that number
expires on April 30, 2013 andwere used up during the rest, $160,000, expires on April 30, 2014.current fiscal year.
Page 3031
9. BUSINESS SEGMENTS
The following is financial information relating to industry segments:
April 30,
2013 2012 2011
Net revenue:
Security alarm products $ 9,045,0009,200,000 $ 7,791,0009,054,000
Other products 1,310,000 1,240,000 1,067,000
___________ ___________
Total net revenue $10,510,000 $10,285,000 $ 8,858,000
___________ ___________
___________ ___________
Income from operations:
Security alarm products $ 2,671,0002,362,000 $ 1,552,0002,671,000
Other products 336,000 366,000 213,000
___________ __________
Total income from operations $ 3,037,0002,698,000 $ 1,765,0003,037,000
___________ ___________
___________ ___________
Identifiable assets:
Security alarm products $ 3,463,0003,778,000 $ 2,953,0003,463,000
Other products 797,000 1,213,000 995,000
Corporate general 28,516,000 26,711,000 25,640,000
___________ ___________
Total assets $33,091,000 $31,387,000 $29,588,000
___________ ___________
___________ ___________
Depreciation and amortization:
Security alarm products $ 24,00023,000 $ 23,00024,000
Other products 131,000 112,000 100,000
Corporate general 20,000 24,000 30,000
___________ ___________
Total depreciation and
amortization $ 160,000174,000 $ 153,000160,000
___________ ___________
___________ ___________
Capital expenditures:
Security alarm products $ 012,000 $ 11,0000
Other products 71,000 281,000 32,000
Corporate general 17,00021,000 17,000
____________ ___________
Total capital expenditures $ 298,000104,000 $ 60,000298,000
____________ ___________
____________ ___________
Page 3132
10. CONCENTRATIONS
The company maintains its cash balance in a financial institution in Kimball,
Nebraska. Accounts at this institution are insured by the Federal Deposit
Insurance Corporation for up to $250,000. For the years ended April 30, 20122013
and 2011,2012, the Company's had uninsured balances of $4,568,000$3,100,000 and $4,398,000,$4,568,000,
respectively. Management believes that this financial institution is
financially sound and the risk of loss is minimal. The Company also maintains
cash balances in money market funds at the above-mentioned financial
institution. Such balances are not insured.
The company has sales to a security alarm distributor representing 41%40%
of total sales for the year ended April 30, 20122013 and 42%41% for the year ended
April 30, 2011.2012. This distributor accounted for 51%55% and 48%51% of accounts
receivable at April 30, 20122013 and 2011,2012, respectively.
Security switch sales made up 84% of the total sales for the fiscal year
ended April 30, 2013 and and 88% of the total sales for both the fiscal yearsyear ended
April 30, 2012 and 2011.2012.
11. Fair Value Measurements
The carrying value of our cash and cash equivalents, accounts receivable and
accounts payable approximate their fair value due to their short term nature.
The fair value of our investments is determined utilizing market based
information. Fair value is the price that would be received from selling an
asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. When determining the fair value
measurements for assets and liabilities, which are required to be recorded at
fair value, we consider the principal or most advantageous market in which we
would transact and the market-based risk measurements or assumptions that
market participants would use in pricing the asset or liability, such as
inherent risk, transfer restrictions, and credit risk.
Generally accepted accounting principles in the United States of America (US
GAAP)US GAAP establishes a fair value hierarchy that prioritizes the inputs to
valuation techniques used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for identical
assets or liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements). The levels of the fair value
hierarchy under US GAAP are described below:
Page 3233
Level 1 Valuation is based upon quoted prices for identical instruments traded
in active markets.
Level 2 Valuation is based upon quoted prices for similar instruments in active
markets, quoted prices for identical or similar instruments in markets
that are not active, and model-based valuation techniques for which all
significant assumptions are observable in the market.
Level 3 Valuation is generated from model-based techniques that use significant
assumptions not observable in the market. These unobservable assumptions
reflect our own estimates of assumptions that market participants would
use in pricing the asset or liability. Valuation techniques include use
of option pricing models, discounted cash flow models and similar
techniques.
Marketable Securities
As of April 30, 2012,2013, our investments consisted of money markets, publicly
traded equity securities as well as certain state and municipal debt securities.
Our marketable securities are valued using third-party broker statements. The
value of the majority of securities is derived from quoted market information.
The valuationsinputs to the valuation are generally classified as Level 1 given the active market
for these securities. Marketable securities utilizingsecurities; however if an active market does not exist, which is the
case for municipal bonds, the inputs are recorded as Level 2 inputs include municipal
and corporate bonds. These securities are valued using market corroborated
pricing, matrix pricing, or other models that use observable inputs.2.
Fair Value Hierarchy
The following tables set forth our assets and liabilities measured at fair value
on a recurring basis and a non-recurring basis by level within the fair value
hierarchy. As required by US GAAP, assets and liabilities are classified in
their entirety based on the lowest level of input that is significant to the
fair value measurement.
Assets Measured at Fair Value on a Recurring Basis
As of April 30, 20122013
Level 1 Level 2 Level 3 Total
Assets:
Money Markets and CDs $ 1,344,0002,330,000 _ _ $ 1,344,0002,330,000
Equity Securities $ 9,204,000$11,935,000 - _ $ 9,204,000$11,935,000
Municipal and Corporate Bonds _ $9,732,000$7,943,000 _ $ 9,732,0007,943,000
Total fair value of assets
measured on a recurring basis $10,548,000 $9,732,000$14,265,000 $7,943,000 - $20,280,000$22,208,000
Page 3334
Item 9 Disagreements on Accounting and Financial Disclosures
There were no disagreements with accountants on accounting and financial
disclosure.
Item 9A Controls and Procedures
Evaluation of disclosure controls and procedures:
________________________________________________
Based on their evaluation of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2012,2013,
our president and chief executive officer and(also working as our chief financial
officer haveofficer) has concluded that our disclosure controls and procedures are effective
such that information required to be disclosed by us in the reports that we file
or submit under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and (ii) accumulated and communicated to our management,
including our chief executive officer and(also working as our chief financial
officer,officer), as appropriate to allow timely decisions regarding disclosure.
A control system cannot provide absolute assurance, however, that the objectives
of the control systems are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
Changes in internal controlsInternal control over financial reporting:
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially affected,
or is reasonably likely to materially affect, our internal controls over
financial reporting.
Management's Annual Report on Internal Control over Financial Reporting:
Our_________________________________________
The Company's management is responsible for establishing and maintaining
adequate internal controlcontrols over financial reporting as such term is defined in Rules 13a-15(f) and
15d-15(f) offor the Exchange Act. Our internal control system was designedCompany. Due to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide no reasonable assurance of achieving their control objectives. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate due to change in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal executive officer and principal
accounting officer,limited resources, Management conducted an evaluation of the effectiveness of our internal control over financial reporting using thecontrols based
on criteria set forthestablished in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO)("COSO "). The
results of this evaluation determined that our internal control over financial
reporting was ineffective as of April 30, 2013, due to a material weakness. A
material weakness in Internal
Control-Integrated Framework. Basedinternal control over financial reporting is defined as a
deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not be
prevented or detected on its evaluation,a timely basis. A significant deficiency is a
deficiency, or a combination of deficiencies, in internal control over financial
reporting that is less severe than a material weakness, yet important enough to
merit attention by those responsible for oversight of our financial reporting.
Management's assessment identified the following material weakness in internal
control over financial reporting:
1) The small size of our Company limits our ability to achieve the desired level
of separation of internal controls and financial reporting, particularly as it
relates to financial reporting and deferred taxes. Due to the passing of our
CEO, the current CEO and CFO roles are being fulfilled by the same individual.
We do not have an audit committee. Until such time as the Company is able to
hire a Controller, we do not believe we meet the full requirement for separation
for financial reporting purposes and deferred taxes.
Page 35
As a result of the material weakness in internal control over financial
reporting described above, the Company's management has concluded that, as of
April 30, 2012 our2013, the Company's internal control over financial reporting was not
effective based on the criteria in Internal Control - Integrated Framework
issued by the COSO.
To date, the Company has not been able hire a controller. We will continue to
follow the standards for the Public Company Accounting Oversight Board
(United States) for internal control over financial reporting to include
procedures that:
1) Pertain to the maintenance of records in reasonable detail accurately that
fairly reflect the transactions and dispositions of the Company's assets;
2) Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of the financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures are
being made only in accordance with authorizations of management and the
Board of Directors; and
3) 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.
Due to the passing of the CEO during the fiscal year 2013, our internal control
structure has changed such that there is effective.no separation of duties for financial
reporting and deferred taxes, as discussed above.
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to Section 404(c) of
the Sarbanes-Oxley Act of 2002, as amended, that permit the Corporation to
provide only the management's report in this annual report.
Page 3436
This annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to Section 404(c) of
the Sarbanes-Oxley Act of 2002, as amended, that permit the Corporation to
provide only the management's report in this annual report.
Item 9B Other Information
None.
Page 3536
Part III
Item 10 Directors and Executive Officers of the Registrant
(a & b) Identification of Directors and Executive Officers
All of the executive officers of the corporation serve at the pleasure of the
board of directors and do not have fixed terms.
The following information as of April 30, 20122013 is furnished with respect to
each director and executive officer:
Director or
Name Principal Occupation or Employment Age Officer Since
Ken R. RiskStephanie M. Risk- Chairman of the Board, and President 64 April 25, 1977
Stephanie Risk Chief Financial Officer/Director 40Executive 41 August 8, 1999
McElroy Officer and Chief Financial Officer
Sharon Westby Secretary/Treasurer 6061 June 16, 2006
Jerry Andersen Director, retired 8182 August 28, 1978
Donna Debowey Director, retired GRI plant manager 7475 July 12, 2005
Joel H. Wiens Vice-Chairman,Director, FirsTier Banks 8283 September 6, 2007
Bonnie P. Risk Director, Stock Transfer Agent at GRI 63 March 15, 2013
The following director compensation table is furnished with respect to each
director that served during the year ended April 30, 2012:2013:
Name Director's Stock Option Non-equity Non-qualified
Fees Paid Awards Awards incentive deferred
plan compensation
compensation earnings Total
Ken Risk (1) -- -- -- -- -- --
Stephanie Risk (1) -- -- -- -- -- --
Sharon Westby (1) -- -- -- -- -- --
Jerry Andersen (2) $ 150.00 -- -- -- -- $ 150.00
Donna Debowey (2) $ 150.00 -- -- -- -- $ 150.00
Joel H. Wiens (2) $ 150.00 -- -- -- -- $ 150.00
Bonnie P. Risk (1) -- -- -- -- -- --
The inside directors (1), or employees of the company, do not receive additional
compensation for their services. Outside directors (2) are paid $150 per meeting
for their services.
Page 3637
(c) Identification of Certain Significant Employees
None.
(d) Family Relationships
Ken RiskStephanie Risk-McElroy and StephanieBonnie P. Risk have a father-daughterdaughter-mother relationship.
(e) Business Experience of Directors and Executive Officers
Ken R. Risk, chairmanStephanie Risk-McElroy, Chairman of the board, presidentBoard, Chief Executive Officer and director, worked with the
company after he returned from naval service for several years. His duties
included the position of plant manager, and assisting in purchasing and sales
aspects of the company. He left GRI in 1977 to start his own company, Platte
Valley Sales, in Hastings, Nebraska. He returned to the company to assume the
position of president and CEO in late 1989 after the death of his father,
George Risk. He serves on various charitable and non-profit organization
boards.
Mr. Risk has retained the position of President, CEO of the company because of
his "common sense" approach to business. He is a grass roots leader who is
interested in the day to day aspects of what his company is doing. He maintains
a great working relationship with all of his department heads, ensuring that our
customer service and product reliability are considered among the top in the
industry.
Stephanie Risk, chief financial officer and controller,Chief
Financial Officer, has over sixteenseventeen years of experience in the accounting
field. Ms. RiskRisk-McElroy graduated from Hastings College with a degree in
Accounting. Stephanie worked for Platte Valley Sales from May 1990 until January
1997 as a staff accountant. In 1997, she pursued her career with an accounting
manager position at Kershner's Auto Korner. She joined the accounting staff at
GRI in 1999 and then was promoted to CFO upon retirement of the prior CFO. Upon
the death of her father, Ken R. Risk, in February, 2013, she was appointed to
the position of Chairman of the Board and Chief Executive Officer.
Ms. RiskRisk-McElroy serves on the Board of Directors of GRI, as a direct link to
the financial condition of the company. She and her staff oversee all the
accounting obligations of the Company. She has knowledge and experience in
business outside of the company that makes her an asset to the Board. And with
her new appointment as President, she oversees all the day to day operations as
well.
Sharon Westby, the corporate secretary, worked at GRI right after high school
for a couple of years as the personal secretary to the founder of the company,
George Risk, who was president and CEO. Before she returned to the company in
1982, Sharon was a Clerk Steno 1 at Jackson County Welfare in Kansas City, MO,
worked in medical records at the Kimball County Hospital in Kimball, NE, and
also managed motels in Texas and Nebraska. She is the Executive Assistant to
the President and CEO and Sales Administrator of the Keyboard and Switch
division of GRI.
Page 37
Ms. Westby continues in her position on the Board of Directors at GRI with over
2627 years of experience with the company. She has seen the company through many
years of ups and downs, has great knowledge of her product line and is very
customer oriented in trying to sell her products to the "non-security use"
industry.
Jerry Andersen, director, worked in the banking industry from 1967 until his
retirement in August 2000. He was the Senior Vice President at American National
Bank in Kimball, NE as well as serving several years in high positions at First
State Bank in Kimball. His position with the bank for many years was as loan
officer and for the last four years he held the position of Compliance Officer.
Page 38
Mr. Andersen has served many years on the Board of Directors at GRI. He brings
knowledge in financial and business matters to the table and although is
retired, he still has an active interest in the success of the company.
Donna Debowey, director, worked in various retail stores and restaurants until
she started at GRI in 1968. She started on the production line, but quickly
worked her way up the ranks. She has been a Production Line Supervisor,
Director of Quality Control and was named Plant Manager and Senior Vice
President in 1998. She held that position until her retirement in 2003.
Ms. Debowey made the transition from employee of GRI to a member of the Board of
Directors with no hesitation after her retirement. She brings her 40+ years of
experience in the industry to the table and has a vested interest in seeing the
continued success of the company that she helped to build.
Joel H. Wiens, director,Director, is an entrepreneur with many business interests. He is
Vice-Chairmana director and principal shareholder of FirsTier Banks Nebraska/Wyoming,
Chairmandirector of FirsTier II BanCorporation (which owns FirsTier Bank Nebraska/
Wyoming), Vice-Chairman and principal shareholder of FirsTier Banks Colorado,
Chairman of FirsTier BanCorp (which owns FirsTier Bank Colorado), Chairman of Rite-A-Way Industries (lodging and hospitality
industries), real estate investments, and ranching and livestock, and insurance products.livestock.
Mr. Wiens took his place on the Board of Directors when his predecessor Mike
Nelson, (who is affiliated with Mr. Wiens' financial institutions) retired from
the Board to take another position within the Banks and moved away. Joel's
knowledge and experience in business and industry span 50+ years and serves as a
valuable asset to GRI.
Bonnie P. Risk, Director, attended Wayne State College in Wayne, Nebraska. Upon
returning back home to Columbus, NE, she worked in factory positions. Upon her
marriage to Ken Risk, she became a homemaker, raising 3 children and working at
several sales positions. In 1981, she and Ken started Platte Valley Sales in
Hastings, Nebraska, and her expertise was in accounting and sales. For 8 years,
she ran the Hastings business while Ken devoted his time to both GRI in Kimball
and Platte Valley Sales in Hastings. Ken and Bonnie moved to Kimball in 1997. In
1998, she began at GRI in sales support. She continues in sales support, and
became the company stock transfer agent in 2004 upon retirement of Eileen Risk
and is an assistant to the chief financial officer.
(f) Involvement in Certain Legal Proceedings
None.
(g) Promoters and Control Persons
None.
Page 3839
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires our executive officers and directors
and persons who own more than 10% of a registered class of our equity securities
to file with the SEC initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive
officers, directors and greater than 10% shareholders are required by the SEC
regulations to furnish us with copies of all Section 16(a) reports that they
file.
Based solely on our review of copies of the Section 16(a) reports filed for the
fiscal year ended April 30, 2012,2013, we believe that all filing requirements
applicable to our officers, directors, and greater than 10% beneficial owners
were complied with except as follows:
Ken R. Risk, Chairman of the Board and President, did not timely file one report
on Form 4 and Form 5 pertaining to one late-reported transaction. The deemed
execution date of the transaction was January 20, 2010. As of the fiscal year
ended April 30, 2012, the relevant reports have not been filed.
Stephanie Risk, Chief Financial Officer and Director, has not filed her initial
Form 3 or any subsequent Forms 4 or 5. As of the fiscal year ended April 30,
2012, the relevant reports have not been filed.
Sharon Westby, Secretary, has not filed her initial Form 3 or any subsequent
Forms 4 or 5. As of the fiscal year ended April 30, 2012, the relevant reports
have not been filed.
Donna Debowey, Director, has not filed her initial Form 3 or any subsequent
Forms 4 or 5. As of the fiscal year ended April 30, 2012, the relevant reports
have not been filed.with.
Code of Ethics and Code of Business Conduct
The company does not have a written code of ethics at this time. The company is
a small business and employees know that the President of the company must
approve all material business. The company also has checks and balances to make
sure that there is not any fraud or illegal activities taking place.
Corporate Governance
Nominating and Compensation Committees
We do not have standing nominating or compensation committees, or committees
performing similar functions. Our Board of Directors believes that it is not
necessary to have a standing compensation committee at this time because our
Board of Directors adequately performs the functions of such committee.
Page 39
Our Board of Directors also is of the view that it is appropriate for us not to
have a standing nominating committee because our Board of Directors has
performed and will perform adequately the functions of a nominating committee.
Our Board of Directors has not adopted a charter for the nomination committee.
There have not been any defined policy or procedure requirements for
stock-holders to submit recommendations or nomination for directors. Our Board
of Directors does not believe that a defined policy with regard to the
consideration of candidates recommended by stockholders is necessary at this
time because we believe that, given the early stages of our development, a
specific nominating policy would be premature and of little assistance until our
business operations are at a more advanced level.
Page 40
Audit Committee
We do not have a standing audit committee at the present time. Our Board of
Directors has determined that we do not have a board member that qualifies as an
"audit committee financial expert" as defined in Item 401(h) of Regulation S-K,
nor do we have a board member that qualifies as "independent" as the term is
used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of
1934, as amended.
Other Committees
All proceedings of our Board of Directors for the year ended April 30, 20122013 were
conducted by resolutions consented to in writing by our directors and filed with
the minutes of the proceedings of the Board of Directors. Our Company currently
does not have any committees.
Page 4041
Item 11 Executive Compensation
The following table sets forth certain information regarding the compensation
paid to or accrued by the company for the chief executive officer for services
rendered in all capacities during each of the company's fiscal years ended
April 30, 20122013 and 20112012 (no other officer had compensation over $100,000):
Change
in Pension
Value and
Non-qualified
Name and Non-Equity Deferred All Other
principal Stock Option Incentive Plan Compensation Compen-
position Year Salary Bonus Awards Awards Compensation Earnings sation Total
______ ____ ______ _____ _____ ____ ________ ________ ________ ________
Ken A.R. Risk, 2013 $73,000 $ 82,000 -- -- -- -- $2,000 $157,000
Former Chief
Executive 2012 $83,000 $102,000 -- -- -- -- $2,000 $187,000
Chief
Executive 2011 $80,000 $ 84,000 -- -- -- -- $2,000 $166,000
Officer
Ken R. Risk doesdid not have an employment contract with the company. He receivesreceived
a base salary and bonus/commission based on a percentage of sales for the year.
Other compensation consistsconsisted of a yearly discretionary match by the company,
which includes the unused medical reimbursement funds from the prior year, andincluded the contribution match made by the company into the 401K plan.
The match consists of 25% of the deferral that is made by the employee, up to
4% of their earnings.
Page 4142
Item 12 Security Ownership of Certain Beneficial Owners and Management
Below isThe following table sets forth certain information concerning persons who areregarding our Common Stock
beneficially owned as of April 30, 2013, for (i) each stockholder known byto be
the companybeneficial owner of 5% or more of our outstanding Common Stock, (ii) each
executive officer and director, and (iii) all executive officers and directors
as a group. In general, a person is deemed to own beneficially more than 5 percentbe a beneficial owner of a
security if that person has or shares the power to vote or direct the voting
of such security, or the power to dispose or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of any classsecurities
of which the company's voting shares
on April 30, 2012.
Title Name and Address Amount of Percent
of of Beneficial Beneficial of
Class Ownership Ownership Class
Class Ken R. Risk 2,945,936 58.42%
A Kimball, NE
69145
None of the directors or officersperson has the right to acquire beneficial ownership within 60
days. Share of Common Stock subject to options, warrants or convertible
securities exercisable or convertible within 60 days are deemed outstanding for
computing the percentage of the person or entity holding such options, warrants
or convertible securities but are not deemed outstanding for computing the
percentage of any additionalother person. Percentages are determined based on 5,035,525
shares either directly or indirectly throughof Common Stock of the Company issued and outstanding and less treasury
shares as of April 30, 2013. To the best of our knowledge, subject to community
and marital property laws, all persons named have sole voting and investment
power with respect to such shares, except as otherwise noted.
Name and Address Number of Shares % of Class
of Beneficial Owner (1) of Common Stock (2) of Stock
Outstanding (3)
Ken R. Risk - Prior Chairman and CEO 2,187,056 43.42%
Stephanie M. Risk-McElroy - Chairman, CEO & CFO 1,775 Less than 1%
Donna Debowey - Director 500 Less than 1%
Bonnie Risk - Director 25,685 Less than 1%
Bonita Risk Family Irrevocable Trust 732,470 14.5%
Sharon Westby - Secretary 250 Less than 1%
Daniel Douglas - Vice President, Materials 250 Less than 1%
All Officers and Directors as a group
(6 persons and 1 trust) 2,950,986 58.6%
RWWM, Inc.
3260 Penry Road
Suite 100
Loomis, CA 95650 291,743 5.79%
(1) unless otherwise indicated, the address of the named beneficial owner is
George Risk Industries, Inc., 802 S. Elm Street, Kimball, NE 69145
(2) Security ownership information for named beneficial owners (other than
executive officers and directors of the Company) is taken from statements
filed with the Securities and Exchange Commission pursuant to information
made known by the Company and from the Company's transfer agent.
(3) Based on teh net shares outstanding as of April 30, 2013. This consists
of Common Shares issued and outstanding (8,502,881) less treasury shares
(3,467,356).
Page 43
Changes in Control
We are not aware of any contracts or arrangements, with other shareholders.including any pledge by any person of
our securities, the operation of which may result in a change in control of
the Company.
Item 13 Certain Relationships and Related Party Transactions
During each of three years ended April 30, 2013, 2012, 2011, and 2010,2011, the company
executed transactions with related entities and individuals. Each of the
transactions was in terms at least as favorable as could be obtained from
unrelated third parties.
Related Party 2013 2012 2011 2010
Airplane Lease
Ken R. Risk,
Former President and CEO $ 27,00022,500 $ 27,000 $ 27,000
Building and Warehouse
Leases/Rentals
Ken R. Risk,
Former President and CEO $ 18,42015,350 $ 18,420 $ 18,420
Bonnie Risk, Director $ 3,070 -- --
Bank Balances
Joel Wiens, Director $3,349,596 $4,818,466 $4,648,365 $3,353,855
Interest Income
Joel Wiens, Director $ 2,211 $ 3,150 $ 8,373 $ 31,272
Page 4244
Item 14 Principal Accountant Fees and Services
1)Audit Fees
For each of the last two fiscal years the company incurred aggregate fees and
expenses for professional services rendered by our principal accountants for the
audit of our annual financial statements and review of our financial statements
for Form 10-Q. The amounts are listed below:
FYE 2012 $37,0002013 $38,000 Haynie & Company
FYE 2011 $35,7002012 $37,000 Haynie & Company
2) Audit-Related Fees
The company incurred aggregate fees and expenses for professional services
rendered by our principal accountants for the audit of the company's employee
benefit plan. The amounts are listed below:
FYE 20122013 $ 5,8006,000 Haynie & Company
FYE 20112012 $ 5,800 Haynie & Company
3) Tax Fees
The company incurred aggregate fees or expenses for professional services
rendered by our principal accountants for tax compliance, tax advice, and
tax planning for the last two fiscal years. The amounts are listed below:
FYE 20122013 $ 1,5003,945 Haynie & Company
FYE 20112012 $ 1,2001,500 Haynie & Company
4)All Other Fees
There were no other fees incurred during each of the last two fiscal years.
5) The Board of Directors, considered whether, and determined that,
the auditor's provisions of non-audit services were compatible with
maintaining the auditor's independence. All the services described above
were approved by the Board of Directors pursuant to its policies and
procedures.
Page 4345
Part IV
Item 15 Exhibits and Reports on Form 8-K
3.(1).a Articles of Incorporation - Filed as Exhibit 5 to the
Registrant's Form 10-K for the fiscal year ended
April 10, 1970, and incorporated by reference herein
3.(i).b Certificate of Amendment to the Articles of
Incorporation of the Registrant - Filed as Exhibit 1.2
to the Registrant's Form 10-K for the fiscal year
ended April 30, 1971, and incorporated by reference
herein
3.(ii).c By-laws - Filed as Exhibit 1.3 to the Registrant's Form
10-K for the fiscal year ended April 10, 1971, and
incorporated by reference herein
10.1 Vendor agreement dated as of February 16, 2011 between Honeywell
International, Inc., acting through the ADI business of its Security
Group ("ADI") and George Risk Industries, Inc. - filed herewith (see
footnote below)
10.2 8-k for special dividend
10.3 Ken Risk death
31.1 Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer
31.2 Certification pursuant to Rule 13a-14(a) of the Chief(Principal Financial Officerand Accounting Officer)
32.1 Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer
32.2 Certification pursuant to 18 U.S.C. 1350 of the Chief(Principal Financial Officerand Accounting Officer)
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 under the Securities Exchange Act of
1934. The request is currently under review.
Page 4446
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Ken R. RiskStephanie Risk-McElroy Date
Ken R. Risk,Stephanie Risk-McElroy, President and Chairman of the Board July 27, 2012August 13, 2013
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and
on the dates indicated.
/s/ Ken R. RiskStephanie M. Risk-McElroy President and Chairman Date
Ken R. Risk ChairmanStephanie Risk-McElroy of the Board July 27, 2012
/s/ Stephanie M. Risk Chief Financial Officer Date
Stephanie M. Risk and Controller July 27, 2012August 13, 2013
/s/ Jerry Andersen Director Date
Jerry Andersen July 27, 2012August 13, 2013
/s/ Joel H. Wiens Director Date
Joel H. Wiens July 27, 2012August 13, 2013
/s/ Donna Debowey Director Date
Donna Debowey July 27, 2012August 13, 2013
/s/ Bonnie P. Risk Director Date
Bonnie P. Risk August 13, 2013
Page 4547