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 88 percent of net revenues and are sold through distributors and private board customers.
The security segment has approximately 4,000 customers. One of the distributors accounts for approximately 42 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.
The keyboard segment has approximately 950 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 five or six 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 160 employees.
Item 2
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. Ken Risk is the CEO and chairman of the board 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 25 employees at the Gering site.
Item 3
Item 3 Legal Proceedings None.
Item 4
Item 4	Submission of Matters to a Vote of Security Holders Not applicable.
Part II
Item 5
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
A dividend of $0.20 per common share was declared on September 30, 2010. This was the only dividend declared and paid during the 2011 fiscal year. As for fiscal year 2010, a dividend of $0.17 per common share was declared on September 30, 2009.
The number of holders of record of the company's Class A Common Stock as of April 30, 2011, was approximately 1,300.
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:
See accompanying notes to financial statements.
See accompanying notes to financial statements.
See accompanying notes to financial statements.
See accompanying notes to financial statements.
See accompanying notes to financial statements.
See accompanying notes to financial statements
George Risk Industries, Inc. Notes to Financial Statements April 30, 2011
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 $5,053 for the year ended April 30, 2011 and $19,700 for the year ended April 30, 2010. Bad debt expense was $8,499 and $21,915 for April 30, 2011 and 2010, respectively.
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.
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:
Depreciation expense of $153,000 and $167,000 were charged to operations for the years ended April 30 2011 and 2010, 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 $257,000 and $334,000 for the years ended April 30 2011 and 2010, 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.
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, 2011, the Company operated in two segments organized by security line products and all other products. See Note 9 for further segment information disclosures.
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 January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010 (the Company's fiscal year 2012); early adoption is permitted. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its results of operations or financial position.
In February 2010, FASB issued ASU 2010-09 Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9"). ASU 2010-09 amends disclosure requirements within Subtopic 855-10. An entity that is a SEC filer is not required to disclose the date through which subsequent events have been evaluated. This change alleviates potential conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-09 is effective for interim and annual periods ending after June 15, 2010. The Company does not expect the adoption of ASU 2010-09 to have a material impact on its results of operations or financial position.
In April 2010, the FASB issued ASU 2010-12, "Income Taxes " (Topic 740). ASU 2010-12 amends FASB Accounting Standard Codification subtopic 740-10 "Income Taxes" to include paragraph 740-10-599-4. On March 30, 2010 The President signed the "Health Care & Education Affordable Care Act" reconciliation bill that amends its previous Act signed on March 23, 2010. FASB ASC topic 740, "Income Taxes", requires the measurement of current and deferred tax liabilities and assets to be based on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated". Therefore, the different enactment dates of the Act and reconciliation measure may affect registrants with a period end that falls between March 23, 2010 (enactment date of the Act), and March 30, 2010 (enactment date of the
reconciliation measure). However, the announcement states that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation measure in a period ending on or after March 23, 2010, but notes that the SEC staff "does not believe that it would be appropriate for registrants to analogize to this view in any other fact patterns." The adoption of this standard did not have a material impact on our financial position and results of operations.
2. INVENTORIES Inventories at April 30, 2011 consisted of the following:
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 2011 and June 2042. 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, 2011, investments available-for-sale consisted of the following:
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 $11,000 for the year ended April 30, 2011 and $108,000 for the year ended April 30, 2010.
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, 2011.
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, 2011.
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, 2011.
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 $11,000 were paid during the fiscal year ending April 30, 2011 and 2010. Discretionary contributions of approximately $1,800 and $3,700 were paid during 2011 and 2010, respectively.
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, 2011.
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.
During the fiscal year ended April 30, 2011, the Company purchased 17,505 shares of Class A common stock. Of those shares 6,200 were purchased by the Company actively seeking shares on the open market. A total of $26,350 was spent acquiring shares on the open market.
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:
7. COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS
The Company leases a building from Ken and Bonnie Risk. Ken Risk is the Chairman of the Board and the President and CEO of the company. Bonnie Risk is Ken's wife, is also 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, 2011 and 2010.
The company also leases its airplane from President and CEO Ken Risk, who is also a majority stockholder, on a month-to-month basis requiring payments of $2,250. Airplane lease expenses charged to operations for the fiscal years ended April 30, 2011 and 2010, were $27,000 for each year. 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 purchased airplane and will continue the lease on the officer's ownership of the plane.
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 $4,648,000 for the year ended April 30, 2011 and $3,354,000 for the year ended April 30, 2010. The Company also received interest income from FirstTier Bank in the amount of $8,000 for the year ended April 30, 2011 and $31,000 for the year ended April 30,2010.
8. INCOME TAXES
Of the $337,000 in current capital loss carryforwards, $177,000 of that number expires on April 30, 2013 and the rest, $160,000, expires on April 30, 2014.
9. BUSINESS SEGMENTS
The following is financial information relating to industry segments:
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, 2011 and 2010, the Company's had uninsured balances of $4,398,000 and $3,104,000, 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 42% of total sales for the year ended April 30, 2011 and 44% for the year ended April 30, 2010. This distributor accounted for 48% and 42% of accounts receivable at April 30, 2011 and 2010, respectively.
Security switch sales made up 88% of the total sales for the fiscal year ended April 30, 2011 and 87% for the year ended April 30, 2010.
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) 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:
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, 2011, our investments consisted of 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 valuations are generally classified as Level 1 given the active market for these securities, however, for our municipal and corporate bonds, an active market does not exist and the valuations are based on quoted prices for identical instruments in markets that are not active, which valuations are recorded as Level 2 in the fair value hierarchy.
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.
Item 9
Item 9 Disagreements on Accounting and Financial Disclosures There were no disagreements with accountants on accounting and financial disclosure.
Item 9A
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, 2011, our president and chief executive officer and our chief financial officer have 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 our chief financial 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 controls 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 management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed 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, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our management concluded that as of April 30, 2011 our internal control over financial reporting is effective.
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
Item 9B Other Information
None.
Part III
Item 10
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, 2011 is furnished with respect to each director and executive officer:
The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2011:
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.
(c) Identification of Certain Significant Employees None.
(d) Family Relationships Ken Risk and Stephanie Risk have a father-daughter relationship.
(e) Business Experience of Directors and Executive Officers
Ken R. Risk, chairman of the board, president 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, has over fifteen years of experience in the accounting field. Ms. Risk 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.
Ms. Risk 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.
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.
Ms. Westby continues in her position on the Board of Directors at GRI with over 25 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.
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, is an entrepreneur with many business interests. He is Vice-Chairman and principal shareholder of FirsTier Banks Nebraska/Wyoming, Chairman 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, ranching and livestock, and insurance products.
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.
(f) Involvement in Certain Legal Proceedings
None.
(g) Promoters and Control Persons
None.
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, 2011, 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, 2011, 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, 2011, 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, 2011, 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, 2011, the relevant reports have not been filed.
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.
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.
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, 2011 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.
Item 11
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, 2011 and 2010 (no other officer had compensation over $100,000):
Ken R. Risk does not have an employment contract with the company. He receives a base salary and bonus/commission based on a percentage of sales for the year. Other compensation consists of a yearly discretionary match by the company, which includes the unused medical reimbursement funds from the prior year, and 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.
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management
Below is certain information concerning persons who are known by the company to own beneficially more than 5 percent of any class of the company's voting shares on April 30, 2011.
None of the directors or officers has the right to acquire any additional shares either directly or indirectly through any contracts or arrangements with other shareholders.
Item 13
Item 13 Certain Relationships and Related Party Transactions During each of three years ended April 30, 2011, 2010, and 2009, 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.
Item 14
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 2011 $35,700 Haynie & Company FYE 2010 $34,250 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 2011 $ 5,800 Haynie & Company FYE 2010 $ 5,500 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 2011 $ 1,200 Haynie & Company FYE 2010 $ 0 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.
Part IV
Item 15
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)
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 Financial 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 Financial 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.
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. Risk Date Ken R. Risk, President and Chairman of the Board July 29, 2011
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. Risk President and Date Ken R. Risk Chairman of the Board July 29, 2011
/s/ Stephanie M. Risk Chief Financial Officer Date Stephanie M. Risk and Controller July 29, 2011
/s/ Jerry Andersen Director Date Jerry Andersen July 29, 2011
/s/ Joel H. Wiens Director Date Joel H. Wiens July 29, 2011
/s/ Donna Debowey Director Date Donna Debowey July 29, 2011