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 85 percent of net revenues and are sold through distributors and alarm dealers/installers.
The security segment has approximately 1,000 customers. One of the distributors, ADI (which is a division of Honeywell International)accounts for approximately 39 percent of the company's sales of these products. Tri-Ed Distribution accounts for another 12 percent of company sales. Loss of these distributors would be significant to the company. However, both companies have purchased from the company for many years and are expected to continue. Also, the company has obtained a written agreement with ADI. 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 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 eight major competitors. The company competes well based on price, product design, quality, customization, 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 165 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 Bonnie Risk. Bonnie Risk is a director 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 30 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
On September 30, 2013, a dividend of $.30 per common share was declared for the fiscal year ended April 30, 2014.
For the prior fiscal year, 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.
The number of holders of record of the company's Class A Common Stock as of April 30, 2014, was approximately 1,200.
Repurchases 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:
There are still approximately 350,000 shares available to be repurchased under the current resolution.
Item 6
Item 6 Selected Financial Data
As a smaller reporting company, we are not required to respond to this item.
Item 7
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 industry's 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 distributors, who in turn sell these products to security installing companies. These products are used for residential, commercial, industrial and government installations. International sales accounted for approximately 13.7% of revenues for fiscal year 2014 and 6.3% for 2013.
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, 2014, other income accounted for 23.10% of income before income taxes. In comparison, other income accounted for 31.66% of the income before income taxes for the year ending April 30, 2013. 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 fared 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 $1,013,000 during the year ended April 30, 2014 compared to a decrease of $914,000 during the year ended April 30, 2013. Accounts receivable increased $119,000 during the current year and showed a $244,000 increase in the prior year. The increase in cash flow from accounts receivable is a reflection of increased sales and stronger attention to collections. At April 30, 2014, 75.47% of the receivables were less than 45 days and less than 1% were over 90 days. In comparison, 69.77% of the receivables were considered current (less than 45 days) and 0.43% of the total were over 90 days past due for the prior year during the same period.
Inventories increased by $159,000 in fiscal year ended April 30, 2014 while the prior period showed a decrease of $277,000 at year end.
Prepaid expenses increased by a net of $72,000 in the current year and decreased by $80,000 for the year ended April 30, 2013, primarily due to prepaid orders for parts not yet received at year end.
For the year ended April 30, 2014, accounts payable increased by $41,000 as compared to a decrease of $28,000 for the same period the year before. The change in cash in regards to accounts payable is largely based on timing. Payables are paid within terms and fluctuate based primarily on inventory needs for production. Accrued expenses increased $19,000 for the year ended April 30, 2014, primarily due to timing of personnel related items. Income taxes payable increased for the year ended April 30, 2014, up $379,000 from the prior year due in part to the gain on the sale of the company airplane, sale of investments, and the elimination of the loss carry forward from prior years.
Investing As for our investment activities, $81,000 was spent on purchases of property and equipment during the current fiscal year, compared to $104,000 during the year ended April 30, 2013. 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, 2014 was $620,000 and $760,000 was spent for the corresponding period last year. Conversely, net proceeds from the sale of marketable securities for the year ended April 30, 2014 were $5,000 and $89,000 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, 2014, the Company purchased $38,000 of treasury stock and $36,000 was bought back for the year ended April 30, 2013. We have been actively searching for stockholders that have been "lost" over the years. The payment of dividends over the last nine fiscal years has also prompted many stockholders and/or their relatives and descendants to sell back their stock to the Company.
As for investment activities, a net amount of $4,000 was spent on other assets manufactured for the year ended April 30, 2014, while $1,000 was capitalized on these activities during the prior year. Additionally, the company airplane was sold during the year ended April 30, 2014 with proceeds from that sale amounting to $127,000.
Financing Cash used in financing activities were $1,374,000 for the year ended April 30, 2014, which mostly consisted of dividends paid. The company declared a dividend of $0.30 per share of common stock on September 30, 2013 for the current year, while a $0.28 per share of common stock dividend September 30, 2012 and a dividend of $0.22 per share of common stock on December 16, 2012 were issued in the prior year.
Results of Operations _____________________
GRI completed the fiscal year ending April 30, 2014, with a net profit of 28.31% of net sales. Net sales were at $11,025,000, up 4.9% over the previous year. The slight increase in sales is a result of continued quality service and a price increase implemented in January, 2014. Cost of goods sold was 44.46% of net sales for the year ended April 30, 2014 and 48.42% for the same period last year. Management continues to keep labor and other manufacturing expenses in check, therefore keeping the cost of goods sold percentage in the desired range of 45 to 50%.
Operating expenses were 23.66% of net sales for the year ended April 30, 2014 as compared to 25.91% for the corresponding period last year. Management's goal is to keep the operating expenses around 30% or less of net sales, so the goal has been met for the current fiscal year. Income from operations for the year ended April 30, 2014 was at $3,514,000, which is a 30.24% increase from the corresponding period last year, which had income from operations of $2,698,000.
Other income and expense results for the fiscal year ended April 30, 2014 produced a gain of $1,055,000. This is in comparison to a gain of $1,250,000 for the fiscal year ended April 30, 2013. Dividend and interest income was $668,000, which was down 15.34% for the year. Dividend and interest expense at April 30, 2013 was $789,000. Gains on investments for the current fiscal year were $384,000, which is a 16.52% decrease over the prior year. Gains on investments for the fiscal year ending April 30, 2013 were $460,000.
Net income for the year ended April 30, 2014 was $3,122,000, which is up dramatically from the prior year, which produced a net gain of $2,721,000. Earnings per common share for the year ended April 30, 2014 was $0.62 per share. EPS for the year ended April 30, 2013 was $0.54 per share.
Management expects sales to stay steady for the fiscal year ending April 30, 2015. 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. While we were not successful in launching the anticipated new products in fiscal year 2014, we continue to work toward a new release date for those products, and to search for products that complement our current offerings.
At April 30, 2014, working capital increased 7.03% 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 decreased to 14.565 for the year ended April 30, 2014 compared to 18.390 for the year ended April 30, 2013, reflecting a strong position in ability to meet capital needs as they arise.
New product development
The GRI Engineering department continues to develop enhancements to our existing products as well as to develop new products that will continue to secure our position in the industry.
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 a wireless 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 triple biased high security switch design nearly complete and an adjustable magnet design was completed for recessed mounting applications.
Our molding department is working on new molds for enhancements to our new Current Controller and a 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.
We continue to research the possibilities of fuel level sensing and how that may also serve other agricultural based needs. Several companies from around the world have been looking for ways to secure fuel tanks and trucks. Our emphasis would be in ways to safely monitor fuel levels and 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, state and municipal debt securities, and hedge funds. The invest- ments in securities are classified as available-for-sale securities, and are reported at fair value. The investments in hedge funds are reported at cost. 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.
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 Bonnie Risk. Ken Risk was the Chairman of the Board and President and CEO of the company until his death in February 2013. Bonnie Risk is Ken's wife, who is a 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, 2014 and 2013.
The company also leased its airplane from former President and CEO Ken Risk, who was also a majority stockholder, on a month-to-month basis requiring payments of $2,250. Airplane lease expenses charged to operations for the fiscal year ended April 30, 2013 were $22,500. 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 owned the airplane. The airplane was sold during the year ended April 30, 2014.
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 $3,879,000 for the year ended April 30, 2014 and $3,350,000 for the year ended April 30, 2013. The Company also received interest income from FirsTier Bank in the amount of $1,500 for the year ended April 30, 2014 and $2,000 for the year ended April 30, 2013.
Item 8
Item 8 Financial Statements
George Risk Industries, Inc.
Page
Independent Auditor's Report 13
Balance Sheets April 30, 2014 and 2013 14
Statements of Income For the Years Ended April 30, 2014 and 2013 16
Statements of Comprehensive Income For the Years Ended April 30, 2014 and 2013 17
Statement of Changes in Stockholders' Equity For the Years Ended April 30, 2014 and 2013 18
Statements of Cash Flows For the Years Ended April 30, 2014 and 2013 19
Notes to Financial Statements 21
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, 2014 and 2013, 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, 2014. 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 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.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. Accordingly, we express no such opinion. 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, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the two year period ended April 30, 2014, in conformity with accounting principles generally accepted in the United States of America.
/s/ Haynie & Company
Littleton, Colorado August 13, 2014
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, 2014
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 $4,500 for the year ended April 30, 2014 and $4,000 for the year ended April 30, 2013. For the fiscal year ended April 30, 2014 bad debt expense was a net credit of $321 due to bad debt recoveries during the year. For the fiscal year ended April 30, 2013, bad debt expense was a net credit of $1,926.
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 $156,000 and $174,000 were charged to operations for the years ended April 30 2014 and 2013, 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 $217,000 and $243,000 for the years ended April 30, 2014 and 2013, 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, 2014, 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 July 2013, the FASB issued Accounting Standards Update No. 2013-11, Presentation of an Unreconized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, ("ASU 2013-11"). The objective of this update is to eliminate the diversity in practice in the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. The amendments in this update require an entity to present an unrecognized tax benefit in the financial statements as a reduction to a deferred tax asset for those instances described above, except in certain situations discussed in the update. ASU 2013-11 is effective for fiscal years, and inerim periods within those years, beginning after December 15, 2013. The adoption of this standard is not expected to have a material impact on the Company's financial statements.
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of this update is to provide a robust framework for addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance. This update is effective in annual reporting periods beginning after December 15, 2016 and the interim periods within theat year. The Company is evaluating the impact of this update on the Company's financial statements.
2. INVENTORIES Inventories at April 30, 2014 and 2013 consisted of the following:
3. INVESTMENTS The Company has investments in publicly traded equity securities, corporate bonds, state and municipal debt securities, real estate investment trusts, money markets, certificates of deposits and hedge funds. The investment in securities, which include all investments except for the hedge funds, are classified as available-for-sale securities, and are reported at fair value. Available-for-sale investments in debt securities mature between May 2014 and 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.
The Company has elected to record the investments in hedge funds at cost due to the small ownership percentage. These investmens are reported at an aggregate carrying amount of $727,000, as of April 30, 2014. Additionally, the investments have been evaluated for impairment and have been determined to not be impaired as of April 30, 2014.
As of April 30, 2014, investments consisted of the following:
The Company evaluates all investments 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 investment 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 $18,000 for the year ended April 30, 2014 and $20,000 for the year ended April 30, 2013.
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, 2014.
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, 2014.
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 does not consider these investments to be other-than -temporarily impaired at April 30, 2014.
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 $10,000 was paid during the fiscal year ending April 30, 2014 and $12,000 for the year ended April 30, 2013.
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, 2014.
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, 2014, the Company purchased 5,350 shares of Class A common stock. This was initiated 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:
7. COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS
The Company leases a building from Bonnie Risk. Bonnie Risk is a majority stockholder, a 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, 2014 and 2013.
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 $3,879,000 for the year ended April 30, 2014 and $3,350,000 for the year ended April 30, 2013. The Company also received interest income from FirstTier Bank in the amount of $1,500 for the year ended April 30, 2014 and $2,000 for the year ended April 30,2013.
8. INCOME TAXES
All capital loss carry forwards were used up in prior fiscal years.
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, 2014 and 2013, the Company had uninsured balances of $3,708,000 and $3,100,000, 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 also has cash funds with Wells Fargo with uninsured balances of $1,743,000. Managemetn believes that this financial institution is financially sound and the risk of loss is minimal.
The company has sales to a security alarm distributor representing 39% of total sales for the year ended April 30, 2014 and 40% for the year ended April 30, 2013. This distributor accounted for 52% and 55% of accounts receivable at April 30, 2014 and 2013, respectively.
Security switch sales made up 85% of the total sales for the fiscal year ended April 30, 2014 and and 84% of the total sales for the fiscal year ended April 30, 2013.
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.
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, 2014, 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 inputs to the valuation are classified as Level 1 given the active market for these securities; however if an active market does not exist, which is the case for municipal bonds, the inputs are recorded as Level 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.
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, 2014, our president and chief executive officer (also working as our chief financial officer) 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 (also working as 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.
Internal control over financial reporting: __________________________________________
The Company's management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, Management conducted an evaluation of internal controls based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). The results of this evaluation determined that our internal control over financial reporting was ineffective for the years ended of April 30, 2014 and 2013, due to a material weakness. A material weakness in internal 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 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. These weaknesses contributed to an error in the deferred tax calculation for the year ended April 30, 2013. The 2013 financial statements were amended for this error.
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, 2014 and 2013, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.
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 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.
The Company has hired a controller, effective May, 2014 and all amended financial reports have been filed.
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, 2014 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, 2014:
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 Stephanie Risk-McElroy and Bonnie P. Risk have a daughter-mother relationship.
(e) Business Experience of Directors and Executive Officers
Stephanie Risk-McElroy, Chairman of the Board, Chief Executive Officer and Chief Financial Officer, has over twenty years of experience in the accounting field. Mrs. Risk-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 in Hastings, Nebraska. 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. Risk-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.
Ms. Westby continues in her position on the Board of Directors at GRI with over 27 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 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 a director and principal shareholder of FirsTier Banks Nebraska/Wyoming, director of FirsTier II BanCorporation (which owns FirsTier Bank Nebraska/ Wyoming), Chairman of Rite-A-Way Industries (lodging and hospitality industries), real estate investments, and ranching and 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.
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, 2014, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied 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.
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, 2014 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, 2014 and 2013 (no other officer had compensation over $100,000):
Bonnie Risk received a base salary and bonus/commission based on a percentage of sales for the year.
There were no other officers compensated in excess of $100,000 for the fiscal year ended April 30, 2014.
Item 12
Item 12 Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding our Common Stock beneficially owned as of April 30, 2014, for (i) each stockholder known to be the beneficial 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 be 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 securities of which the person 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 other person. Percentages are determined based on 5,030,175 shares of Common Stock of the Company issued and outstanding and less treasury shares as of April 30, 2014. 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.
(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 the net shares outstanding as of April 30, 2014. This consists of Common Shares issued and outstanding (8,502,881) less treasury shares (3,472,706).
Changes in Control We are not aware of any arrangements, 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
Item 13 Certain Relationships and Related Party Transactions During each of three years ended April 30, 2014, 2013, and 2012, 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 2014 $39,000 Haynie & Company FYE 2013 $38,000 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 2014 $ 6,000 Haynie & Company FYE 2013 $ 6,000 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 2014 $ 5,070 Haynie & Company FYE 2013 $ 3,945 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)
10.2 8-k for special dividend
10.3 8-K Ken Risk death
31.1 Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer)
32.1 Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer (Principal Financial and 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.
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/ Stephanie Risk-McElroy Date Stephanie Risk-McElroy, President and Chairman of the Board August 13, 2014
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/ Stephanie M. Risk-McElroy President and Chairman Date Stephanie Risk-McElroy of the Board August 13, 2014
/s/ Jerry Andersen Director Date Jerry Andersen August 13, 2014
/s/ Joel H. Wiens Director Date Joel H. Wiens August 13, 2014
/s/ Donna Debowey Director Date Donna Debowey August 13, 2014
/s/ Bonnie P. Risk Director Date Bonnie P. Risk August 13, 2014