U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2008
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission File Number: 000-05378
George Risk Industries, Inc.
____________________________
(Name of small business issuer in its charter)
Colorado 84-0524756
________ __________
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
802 South Elm
Kimball, NE 69145
___________ _____
(Address of principal executive (Zip Code)
offices)
Issuer's telephone number (308) 235-4645
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Exchange on Which Registered
None None
Securities registered under Section 12(g) of the Act:
Class A Common Stock, $.10 par value
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months (or for such shorter period that the registrant was required to file
such reports) and (2) has been subject to such filing requirements for the
past 90 days.
Yes X No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for the most recent fiscal year. $ 11,444,000.
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of August 12, 2008 was approximately $9,452,000 based upon
the last reported sale, which occurred on August 4, 2008. For purposes of
this disclosure, Common Stock held by officers and directors of the Registrant
have been excluded in that such persons may be deemed to be "affiliates" as that
term is defined under the rules and regulations promulgated under the Securities
Act of 1933. This determination is not necessarily conclusive.
The number of shares of the Registrant's Common Stock outstanding as of
August 12, 2008 was 5,176,131.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one):
Yes X ; No____
Page 1
Part I
Preliminary Note Regarding Forward-Looking Statements and Currency Disclosure
This annual report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.
Our financial statements are stated in United States dollars, rounded to the
nearest thousand, and are prepared in accordance with United States Generally
Accepted Accounting Principles.
Item 1 Business
(a) Business Development
George Risk Industries, Inc. (GRI or the company) was incorporated in 1967
in Colorado. The company is presently engaged in the design, manufacture,
and sale of computer keyboards, push button switches, burglar alarm
components and systems, pool alarms, thermostats, EZ Duct wire covers and
water sensors.
Products, Market, and Distribution
The company designs, manufactures, and sells computer keyboards, push-button
switches, burglar alarm components and systems, pool alarms, and water sensors.
The security burglar alarm products comprise approximately 84 percent and pool
alarms comprise 5 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.
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.
Page 2
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 175 employees.
Item 2 Properties
The company owns the manufacturing and some of the office facilities. Total
square footage of the plant in Kimball, Nebraska is approximately 42,500 sq. ft.
Additionally, the company leases 15,000 square feet for $1,535 per month with
Eileen Risk, mother of Ken R. Risk and a former officer and 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 25 employees at
the Gering site.
Item 3 Legal Proceedings
None.
Item 4 Submission of Matters to a Vote of Security Holders
Not applicable.
Page 3
Part II
Item 5 Market for the Registrant's Common Equity and Related
Stockholders' Matter
Principal Market
The company's Class A Common Stock is currently quoted on the OTC
Bulletin Board by fifteen market makers.
Stock Prices and Dividends Information
2008 Fiscal Year
High Low
May 1-July 31 7.42 6.50
August 1-October 31 7.60 6.50
November 1-January 31 6.88 6.25
February 1-April 30 6.30 5.24
2007 Fiscal Year
High Low
May 1-July 31 8.05 7.00
August 1-October 31 7.50 6.50
November 1-January 31 9.00 7.20
February 1-April 30 8.75 6.85
A dividend of $0.17 per common share was declared on September 30, 2007.
This was the only dividend declared and paid during the 2008 fiscal year.
As for fiscal year 2007, a dividend of $0.15 per common share was declared
on September 30, 2006.
The number of holders of record of the company's Class A Common Stock
as of April 30, 2008, was approximately 1,326.
Page 4
Item 6 Management's Discussion and Analysis of Financial Condition and
Results of Operations
Executive Overview
__________________
George Risk Industries, Inc. (GRI) is a diversified manufacturer of electronic
components, encompassing the security industries widest variety of door and
window contact switches, environmental products, proximity switches and custom
keyboards. The security products division comprises the largest portion of GRI
sales and are sold worldwide through distribution, who in turn sell our products
to security installing companies. These products are used for residential,
commercial, industrial and government installations. International sales
accounted for approximately 8.7% of revenues for fiscal year 2008 and 6.5% for
2007.
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.
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 decreased $539,000 during the year ended April 30, 2008 as it decreased
$884,000 during the year ended April 30, 2007. Accounts receivable decreased
$416,000 during the current year as compared to a $213,000 decrease for last
year. The decreases in cash flow for accounts receivable is a reflection of the
decreases in sales. At April 30, 2008, 73.5% of the receivables were considered
current (less than 45 days) and 7.5% of the total were over 90 days past due.
For comparison, 77.2% of the receivables were current and 4.3% were past 90 days
at April 30, 2007. Inventories increased $41,000 for the current year as
compared to a $825,000 increase for the same period last year. Management has
gotten a foothold on decreasing its purchases of raw materials during the
current fiscal year to correspond to the decrease in sales. For the year ended
April 30, 2008, prepaid expenses decreased $22,000, while there was increase of
$8,000 for the corresponding period last year.For the current fiscal year, there
have been income tax overpayments. There was a $334,000 increase in cash towards
income tax overpayment for the year ending April 30, 2008. And there is a
$133,000 decrease in cash towards income tax overpayment for the year ending
April 30, 2007. Management paid income tax estimates based on prior year taxable
income.
For the year ended April 30, 2008, accounts payable decreased $60,000 as
compared to a $13,000 decrease for the same period the year before. The
decreases in the cash flow towards accounts payable are a reflection of the
slower sales the company experienced and reductions in the purchase of raw
materials. Accrued expenses decreased by $15,000 for the year ended April 30,
2008, and these expenses also decreased $29,000 for the corresponding year ended
April 30, 2007.
Page 5
Investing
The Company issued a note receivable for $17,500 to an employee who purchased a
vehicle from the company. The note matures in 5 years. As of April 30, 2008,
the company has received $3,000 from the note with $1,000 being interest income.
The Company purchased a Pick and Place machine to aid in the production of our
redesigned pool alarms. The redesigned the pool alarm uses less parts and labor.
Additionally, the Company continues to purchase marketable securities, which
include municipal bonds and quality stocks. We continuing the use of "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
treasury stock when the opportunity arises. For the year ended April 30 2008,
the Company purchased $788,000 worth of treasury stock and $79,000 worth of
treasury stock for the year ended April 30, 2007. We have been actively
searching for stockholders that have been "lost" over the years. The payment
of dividends has also prompted many stockholders, their relatives, and their
descendants to sell their stock to the Company.
Financing
Cash flows from financing activities decreased by $829,000 for the year ended
April 30, 2008, including the payment of dividends. The company declared a
dividend of $0.17 per share of common stock on September 30, 2007 and these
dividends were paid by October 31, 2007. Net cash used in financing activities
was $740,000 for the year ended April 30, 2007. A dividend of $0.15 per common
share was declared and paid during the second fiscal quarter last year.
Results of Operations
_____________________
GRI completed the fiscal year ending April 30, 2008, with a net profit of 19.8%
net of sales. Net sales were at $11,444,000, down 14.72% over the previous year.
Additionally, net income for the year ended April 30, 2008 was $2,265,000, down
24% from the prior year.
Although sales were down for the fiscal year ending April 30, 2008 we expect
sales to stay steady and hopefully increase for the fiscal year ending April 30,
2009. The company's main division of products that are sold (security switches)
are directly tied to the housing industry. And since the housing industry has
been performing poorly, the company's sales have decreased in relation to the
economy. We are always researching and developing new products that will help
our sales increase. We have many new products (which will be discussed in
detail below) that we are planning to release into the marketplace during fiscal
year end 2009. Also, we are hopeful that extra growth can be achieved by volume
increases with our present customers and with the addition of new customers.
We have an excellent marketing department that is always on the lookout for
new clients.
The costs of goods sold expenses stayed very consistent between this year and
last year. For the year ended April 30, 2008, the cost of goods sold percentage
was at 50.3% of net sales. This is an increase of 3.7% when comparing to fiscal
year end 2007. We look for quality materials at the best possible price. We are
overstocked on some raw materials due to a slow down in sales, and purchases
that we were not able to delay vendor delivery times. We hire the number of
production workers expected to finish products in a timely manner. As a result
of reduced sales, management has implemented a temporary period of voluntary and
mandatory days off to reduce labor costs. With these continued good practices,
we expect to continue to achieve a gross profit margin of about 50 percent for
the coming year.
Page 6
At April 30, 2008, working capital increased by 1.25% 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 36.864 for the year ended
April 30, 2008 from 37.238 for the year ended April 30, 2007. Cash and accounts
receivable have decreased in the current year as a result of the decrease in
sales, while current liabilities stayed approximately the same from year to
year. At April 30, 2008, the only long-term liability on the books is deferred
income tax of $79,000.
New product development
The HVAC Kit was designed and introduced in early June 2008. It is designed to
help prevent the theft of air conditioning coils on homes and commercial
buildings with the use of two or more GRI 4561 Tilt Switches and a panel
specific resistor pack on 72" of wire. The 4561 Tilt Switches are used to
protect the cover when it is moved or tipped over and the resistor wires are
looped through the coils sending an alarm signal if the wires are cut. A GRI
4460A switch may also be used as extra protection for the cover. Other uses
include fencing, compressors; or anywhere copper, aluminum or wiring can be
removed.
We have developed a surface mount switch set, which is about a third of the size
of a normal switch set. It has recently been put into production.
The switch set contains a magnet that can be used in wired or wireless
applications. The switch set is designed to reduce visibility and to replace
recessed switches that are drilled into the vinyl window frames. We expect to
generate revenues between $100,000 to $200,000 on this product over the next
year.
Final mold designs on our new # 4700-A industrial wide gap track mount overhead
switches are in the final stages of approval. Production is expected to begin in
October 2008. Our overhead switches fit into larger tracks, which facilitate
ease of installation in the overhead doors. We expect this switch to generate
revenues between $40,000 and $50,000 over the next year.
Engineering continues to work on the wireless line including pool alarm,
security and environmental sensors. Components used in our hold-up switches are
no longer available so we had to discontinue our HD series. A new, lower cost
hold up switch is now being developed. Work also continues on the Pump Guard
water valve controller and several custom products.
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 principals 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.
Page 7
The company records an allowance for doubtful accounts based on an analysis of
specifically identified customer balances. The company has a limited number of
customers with individually large amounts due at any given date. Any unantici-
pated change in any one of these customers' credit worthiness or other matters
affecting the collectibility of amounts due from such customers could have a
material effect on the results of operations in the period in which such changes
or events occur. After all attempts to collect a receivable have failed, the
receivable is written off.
Marketable securities-The Company has investments in publicly traded equity
securities as well as certain state and municipal debt securities. These
securities are classified as available-for-sale securities, and are reported at
fair value. The Company uses the average cost method to determine the cost of
securities sold and the amount reclassified out of accumulated other
comprehensive income into earnings. Unrealized gains and losses are excluded
from earnings and reported separately as a component of stockholder's equity.
Dividend and interest income are reported as earned.
In accordance with SFAS 115, 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 mpairment 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-The company has adopted the provisions of the SFAS No. 109,
"Accounting for Income Taxes." SFAS No. 109 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 discloses the results of
its segments in accordance with SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information ("SFAS No. 131"). The Company designated the
internal organization that is used by management for allocating resources and
assessing performance as the source of the Company's reportable segments. SFAS
No. 131 also requires disclosures about products and services, geographic area
and major customers.
Page 8
Item 7 Financial Statements
Index to Financial Statements
George Risk Industries, Inc.
Page
Independent Auditor's Report 10
Balance Sheets April 30, 2008 and 2007 11
Statements of Income
For the Years Ended April 30, 2008 and 2007 13
Statements of Comprehensive Income
For the Years Ended April 30, 2008 and 2007 14
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2008 and 2007 15
Statements of Cash Flows
For the Years Ended April 30, 2008 and 2007 17
Notes to Financial Statements 19
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, 2008 and 2007, and the related statements of income,
comprehensive income, stockholders' equity, and cash flows for the two
years then ended. 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 audit in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
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, 2008 and 2007, and the results of their
operations and their cash flows for the two years then ended, in conformity
with accounting principles generally accepted in the United States of America.
/s/ Haynie & Company
Littleton, Colorado
August 8, 2008
George Risk Industries, Inc.
Balance Sheets
April 30, 2008 and 2007
ASSETS
Current Assets
Cash and cash equivalents $ 4,072,000 $ 4,611,000
Investments and securities 17,533,000 16,738,000
Accounts receivable:
Trade, net of $50,000 doubtful
account allowance for 2008 and 2007 1,509,000 1,925,000
Other 1,000 3,000
Note receivable, current 3,000 0
Income tax overpayment 471,000 137,000
Inventories 3,100,000 3,060,000
Prepaid expenses 103,000 125,000
Deferred current income taxes 250,000 115,000
____________ ___________
Total Current Assets $ 27,042,000 26,714,000
Property and Equipment, net, at cost 831,000 828,000
Other Assets
Investment in Limited Land Partnership,
at cost 200,000 200,000
Projects in process 68,000 75,000
Long-term receivable 60,000 60,000
Note receivable 12,000 0
Other 1,000 18,000
___________ ___________
Total Other Assets $ 341,000 $ 353,000
TOTAL ASSETS $ 28,214,000 $ 27,895,000
_____________ ___________
_____________ ___________
See accompanying notes to financial statements.
Page 11
George Risk Industries, Inc.
Balance Sheets
As of April 30, 2008 and 2007
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable, trade $ 67,000 $ 127,000
Dividends payable 239,000 161,000
Accrued expenses:
Payroll and related expenses 321,000 337,000
__________ ___________
Total Current Liabilities 627,000 625,000
Long-Term Liabilities
Notes payable 0 25,000
Deferred income taxes 79,000 74,000
___________ ___________
Total Long-Term Liabilities $ 79,000 $ 99,000
Stockholders' Equity
Convertible preferred stock, 1,000,000 shares
authorized, Series 1--noncumulative, $20
stated value, 25,000 shares authorized, 4,100
issued and outstanding 99,000 99,000
Common stock, Class A, $.10 par value, 10,000,000
shares authorized, 8,502,832 shares issued and
outstanding 850,000 850,000
Additional paid-in capital 1,736,000 1,736,000
Accumulated other comprehensive income (67,000) 165,000
Retained earnings 27,788,000 26,430,000
Less: treasury stock,3,326,551 and
3,166,104 shares, at cost (2,898,000) (2,109,000)
___________ ___________
Total Stockholders' Equity $27,508,000 $27,171,000
___________ ___________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $28,214,000 $27,895,000
___________ ___________
___________ ___________
See accompanying notes to financial statements.
Page 12
George Risk Industries, Inc.
Income Statements
For the Years Ended April 30, 2008 and 2007
Year Year
Ended Ended
Apr 30,2008 Apr 30, 2007
___________ ____________
Net Sales $11,444,000 $13,419,000
Less: Cost of Goods Sold (5,755,000) (6,506,000)
___________ ___________
Gross Profit $ 5,689,000 $ 6,913,000
Operating Expenses:
General and Administrative 735,000 689,000
Sales 2,016,000 2,443,000
Engineering 72,000 69,000
Rent Paid to Related Parties 53,000 53,000
___________ ___________
Total Operating Expenses $ 2,876,000 $ 3,254,000
___________ ___________
Income From Operations 2,813,000 3,659,000
Other Income (Expense)
Other Income 33,000 7,000
Interest expense (6,000) 0
Dividend and Interest Income 845,000 689,000
Gain (Loss) on Investments (163,000) 188,000
Gain (Loss) on Sale of Assets 15,000 0
___________ ___________
$ 724,000 $ 884,000
Income Before Provision for
Income Taxes 3,537,000 4,543,000
Provision for Income Taxes
Current Expense 1,235,000 1,483,000
Deferred tax expense 37,000 79,000
___________ ___________
Total Income Tax Expense 1,272,000 1,562,000
Net Income $ 2,265,000 $ 2,981,000
Basic and Diluted Earnings Per Share
of Common Stock $ 0.43 $ 0.56
Weighted Average Number of
Common Shares Outstanding 5,307,829 5,340,769
See accompanying notes to financial statements.
Page 13
George Risk Industries, Inc.
Statements of Comprehensive Income
For the Years Ended April 30, 2008 and 2007
Year Year
Ended Ended
Apr 30,2008 Apr 30, 2007
___________ ____________
Net Income $2,265,000 $ 2,891,000
__________ __________
Other Comprehensive Income, Net of Tax
Unrealized gain (loss) on securities:
Unrealized holding gains (losses)
arising during period (399,000) 204,000
Less: reclassification adjustment for
(gains) losses included in net income 163,000 (188,000)
Income tax expense related to other
comprehensive income 99,000 (7,000)
__________ __________
Other Comprehensive Income (137,000) 9,000
Comprehensive Income $2,128,000 $2,990,000
__________ __________
__________ __________
See accompanying notes to financial statements.
Page 14
George Risk Industries, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2008 and 2007
Common Stock
Preferred Stock Class A
________________ ____________
Shares Amount Shares Amount
Balances, April 30,
2006 4,100 $ 99,000 8,502,832 $ 850,000
Purchases of common
stock - - - -
Dividend declared at
$0.15 per common
share outstanding - - - -
Unrealized gain (loss) - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
2007 4,100 99,000 8,502,832 850,000
Purchases of common
stock - - - -
Dividend declared at
$0.17 per common
share outstanding - - - -
Unrealized gain (loss) - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
2008 4,100 $ 99,000 8,502,832 $850,000
________ ________ _________ ________
________ ________ _________ ________
See accompanying notes to financial statements.
Page 15
George Risk Industries, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2008 and 2007
Accumulated
Treasury Stock Other
Paid-In (Common Class A) Comprehensive Retained
______________
Capital Shares Amount Income Earnings Total
$1,736,000 3,155,819 $(2,030,000) $ (39,000) $22,250,000 $24,866,000
- 10,285 (79,000) - - (79,000)
- - - - (801,000) (801,000)
- - - 204,000 - 204,000
- - - - 2,981,000 2,981,000
__________ _________ ___________ ___________ ___________ ___________
1,736,000 3,166,104 (2,109,000) 165,000 26,430,000 27,171,000
__________ _________ ___________ ___________ ___________ ___________
- 160,447 (789,000) - - (789,000)
- - - - (907,000) (907,000)
- - - (232,000) - (232,000)
- - - - 2,265,000 2,265,000
__________ _________ ___________ ___________ ___________ ___________
$1,736,000 3,326,551 $(2,898,000) $ (67,000) $27,788,000 $27,508,000
__________ _________ ___________ ___________ ___________ ___________
__________ _________ ___________ ___________ ___________ ___________
See accompanying notes to financial statements.
Page 16
George Risk Industries, Inc.
Statements of Cash Flows
Year Year
Ended Ended
Apr 30,2008 Apr 30, 2007
___________ ____________
Cash Flows from Operating Activities:
Net income $2,265,000 $2,981,000
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 170,000 180,000
(Gain) loss on sale of investments 163,000 (188,000)
(Gain) loss on sale of property and
equipment (15,000) 0
Economic development debt relieved (25,000) 0
Reserve for obsolete inventory 0 35,000
Deferred income taxes 37,000 198,000
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 416,000 213,000
Inventories (41,000) (825,000)
Prepaid expenses 22,000 (8,000)
Other receivables 2,000 (3,000)
Notes Receivable 2,000 0
Income tax overpayment (334,000 133,000
Long-term receivable 0 (60,000)
Increase (decrease) in:
Accounts payable (60,000) (13,000)
Accrued expenses (15,000) (29,000)
__________ __________
Net cash provided by (used in)
operating activities $2,587,000 $ 2,614,000
__________ __________
Cash Flows From Investing Activities:
Other assets manufactured and purchased 25,000 (62,000)
(Purchase) of property and equipment (176,000) (82,000)
Proceeds from sale of marketable
securities 5,510,000 8,387,000
(Purchase) of marketable securities (6,868,000) (10,922,000)
(Purchase) of treasury stock (788,000) (79,000)
__________ __________
Net cash provided by (used in)
investing activities ($2,297,000) ($2,758,000)
Cash Flows From Financing Activities:
Principal payments on long-term debt 0 (8,000)
Dividends paid (829,000) (732,000)
__________ __________
Net cash provided by (used in)
financing activities ($829,000) ($740,000)
__________ __________
Net Increase (Decrease) in Cash and
Cash Equivalents ($ 539,000) $ (884,000)
__________ __________
__________ __________
Cash and Cash Equivalents, beginning
of period $ 4,611,000 $5,495,000
Cash and Cash Equivalents,
end of period $ 4,072,000 $4,611,000
__________ __________
__________ __________
Supplemental Disclosure for Cash
Flow Information:
Cash Payments for:
Income taxes paid $ 1,567,000 $1,350,000
Interest paid $ 6,000 $ 0
Supplemental Disclosure of Noncash
Investing and Financing Activities
Note receivable received in
exchange for property and equipment $ 17,500 $ 0
See accompanying notes to financial statements
Page 17-18
George Risk Industries, Inc.
Notes to Financial Statements
April 30, 2008
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. As of April 30,
2008, the company has recorded an allowance for doubtful accounts of
$50,000 for the years ended 2008 and 2007, respectively. Bad debt expense
was $8,000 and $2,000 for April 30, 2008 and 2007, 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.
Page 19
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:
Useful
Classification Life Cost
in Years
Dies, jigs, and molds 3-7 $1,024,000
Machinery and equipment 5-10 1,101,000
Furniture and fixtures 5-10 134,000
Leasehold improvements 5-32 174,000
Buildings 20 644,000
Automotive and aircraft 3-5 381,000
Software 2-5 129,000
Land N/A 13,000
__________
Total 3,600,000
Accumulated depreciation (2,769,000)
__________
Net $ 831,000
__________
__________
Depreciation expense of $170,000 and $180,000 were charged to operations
for the years ended April 30 2008 and 2007, 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 $357,000 and $339,000
for the years ended April 30 2008 and 2007, respectively.
Income Taxes-The company has adopted the provisions of the SFAS No. 109,
"Accounting for Income Taxes." SFAS No. 109 requires use of the liability
method, whereby current and deferred tax assets and liabilities are
determined based on tax rates and laws enacted as of the balance sheet date.
Deferred tax expense represents the change in the deferred tax asset/
liability balances.
Page 20
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-Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting Comprehensive Income" 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 discloses the results
of its segments in accordance with SFAS No. 131, Disclosures About Segments
of an Enterprise and Related Information ("SFAS No. 131"). The Company
designated the internal organization that is used by management for allocating
resources and assessing performance as the source of the Company's reportable
segments. SFAS No. 131 also requires disclosures about products and services,
geographic area and major customers. At April 30, 2008, the Company operated
in three segments organized by service line: pool alarm products, keyboard
products, and security alarm and other products. See Note 9 for further
segment information disclosures in accordance with SFAS No. 131.
Page 21
Recently Issued Accounting Pronouncements-In September 2006, FASB issued SFAS
No. 157, "Fair Value Measurements", which defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair value
measurements. The provisions of SFAS No. 157 are effective for financial
statements issued for fiscal years beginning after November 15, 2008, and
interim periods within those fiscal years. The Company has not yet evaluated
the impact, if any, that SFAS No. 157 will have on the Company's financial
position and results of operations.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities-Including an amendment of FASB
Statement No. 115" ("SFAS 159"). SFAS 159 expands the use of fair value
accounting but does not affect existing standards which require assets
or liabilities to be carried at fair value. Under SFAS 159, a company may
elect to use fair value to measure accounts and loans receivable, available-
for-sale and held-to-maturity securities, equity method investments, accounts
payable, guarantees and issued debt. Other eligible items include firm
commitments for financial instruments that otherwise would not be recognized
at inception and non-cash warranty obligations where a warrantor is permitted
to pay a third party to provide the warranty goods or services. If the use of
fair value is elected, any upfront costs and fees related to the item must be
recognized in earnings and cannot be deferred, e.g. debt issue costs. The fair
value election is irrevocable and generally made on an instrument-by-instrument
basis, even if a company has similar instruments that it elects not to measure
based on fair value. At the adoption date, unrealized gains and losses on
existing items for which fair value has been elected are reported as a
cumulative adjustment to beginning retained earnings. Subsequent to the
adoption of SFAS 159, changes in fair value are recognized in earnings.
SFAS 159 is effective for fiscal years beginning after November 15, 2007 and
the Company will be required to adopt this statement in the first quarter of
fiscal 2009. The Company is currently determining whether fair value
accounting is appropriate for any of its eligible items and cannot estimate
the impact, if any, which SFAS 159 will have on its consolidated results of
operations and financial condition.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally Accepted
Accounting Principles". This Statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are pre-
sented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). The statement will become effective 60
days following the SEC's approval of the Public Company Accounting Oversight
Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity
With Generally Accepted Accounting Principles.
Page 22
2. INVENTORIES
Inventories at April 30, 2008 consisted of the following:
Raw materials $2,029,000
Work in process 832,000
Finished goods 344,000
__________
3,205,000
__________
Less allowance for obsolete inventory (105,000)
__________
Totals $3,100,000
__________
__________
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 May 2008 and August
2031. 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, 2008, investments available-for-sale consisted of the following:
Gross Gross
Cost Unrealized Unrealized Fair
Basis Gains Losses Value
Municipal bonds $ 8,326,000 $ 45,000 $(193,000) $ 8,178,000
Federal agency mortgage
backed securities $ 425,000 $ 4,000 $ 0 $ 429,000
Corporate bonds $ 504,000 $ 3,000 $ (24,000) $ 483,000
Equity securities $ 7,381,000 $ 610,000 $(561,000) $ 7,430,000
Money Markets and CDs $ 1,012,000 $ 1,000 $ 0 $ 1,013,000
Total $17,648,000 $ 663,000 $(778,000) $17,533,000
Page 23
In accordance with SFAS 115, 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 real loss. The investments are
periodically evaluated to determine if impairment changes are required. As a
result of this standard, management recorded impairment losses of $235,000 for
the year ended April 30, 2008 and $57,000 for the year ended April 30, 2007.
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, 2008.
Less than 12 months 12 months or greater Total
Description Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
Municipal bonds $1,467,000 $ (43,000) $3,092,000 $ (97,000) $4,559,000 $ (140,000)
Federal agency
mortgage backed
securities -- -- $ 50,000 -- $ 50,000 --
Corporate bonds -- -- $ 230,000 $ (24,000) $ 230,000 $ (24,000)
Equity securities $2,524,000 $ (434,000) $ 918,000 $ (179,000) $3,442,000 $ (613,000)
Total $3,991,000 $ (477,000) $4,290,000 $ (300,000) $8,281,000 $ (777,000)
Municipal Bonds
The unrealized losses on the Company's investments in municipal bonds were
caused by interest rate increases. The contractual terms of these investments do
not permit the issuer to settle the securities at a price less than the
amortized cost of the investment. Because the Company has the ability to hold
these investments until a recovery of fair value occurs, which may be maturity,
the Company does not consider these investments to be other-than-temporarily
impaired at April 30, 2008.
Page 24
Federal Agency Mortgage-Backed Securities
The unrealized losses on the Company's investment in federal agency mortgage-
backed securities were caused by interest rate increases. The Company purchased
these investments at a discount relative to their face amount, and the
contractual cash flows of these investments are guaranteed by an agency of the
U.S. government. Accordingly, it is expected that the securities would not be
settled at a price less than the amortized cost of the Company's investment.
Because the decline in market value is attributable to changes in interest rates
and not credit quality, and 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, 2008.
Corporate Bonds
The Company's unrealized loss on investments in corporate bonds relates to
several bonds. The contractual term of these investments does not permit the
issuer to settle the securities at a price less than the amortized cost of the
investments. Because the Company has the ability to hold these investments until
a recovery of fair value occurs, which may be maturity, the Company does not
consider these investments to be other-than-temporarily impaired at April 30,
2008.
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, 2008.
Page 25
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 $13,000 were paid during the
fiscal year ending April 30, 2008 and approximately $16,000 of matching
contributions were paid during the fiscal year April 30, 2007. Discretionary
contributions of approximately $5,100 and $4,600 were paid during 2008 and
2007, 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, 2008.
Convertible preferred stock without par value may be issued from time to time
as determined by the board of directors. Shares of different series shall be
of equal rank but may vary as to terms and conditions.
Class A Common Stock-The holders of the Class A common stock are entitled to
receive dividends as declared by the board of directors. No dividends may be
paid on the Class A common stock until the holders of the Series #1 preferred
stock have been paid a dividend for the four prior quarters and provision has
been made for the full dividend in the current fiscal year.
Page 26
During the fiscal year ended April 30, 2008, the Company purchased 160,447
shares of Class A common stock. Of those shares, 151,300 were purchased from
one holder for $733,805.
Stock Transfer Agent-The Company does not have an independent stock transfer
agent. The company maintains all stock records.
6. EARNINGS PER SHARE
Basic and diluted earnings per share, assuming convertible preferred stock was
converted for each period presented are:
April 30, 2008
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $2,265,000
__________
__________
Basic EPS $2,265,000 5,307,829 $.427
Effect of dilutive
Convertible Preferred
Stock - 20,500 (.002)
__________ _________ _____
Diluted EPS $2,265,000 5,328,329 $.425
__________ _________ _____
__________ _________ _____
April 30, 2007
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $2,981,000
__________
__________
Basic EPS $2,981,000 5,340,769 $.558
Effect of dilutive
Convertible Preferred
Stock - 20,500 (.002)
__________ _________ _____
Diluted EPS $2,981,000 5,361,269 $.556
__________ _________ _____
__________ _________ _____
Page 27
7. COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS
The Company leases a duplex from Eileen Risk, mother of the President/CEO
of the company. One half of the duplex is used for storage of materials and
accounting records. This lease requires an annual payment of $3,400 due each
July 1 and payments of $300 on a month-to-month basis to the related party.
The Company also leases another building from Eileen Risk. 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.
Total lease expense under the above two arrangements was $25,000 for the fiscal
years ended April 30, 2008 and 2007, respectively.
The company leases an airplane from the President/CEO, 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, 2008
and 2007, 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 $4,072,000 for the year ended April 30, 2008 and $4,611,000 for the
year ended April 30, 2007. Also we received interest income from FirstTier Bank
in the amount of $193,000 for the year ended April 30,2008 and $140,000 for the
year ended April 30,2007.
Page 28
8. INCOME TAXES
Reconciliation of income taxes with Federal and State taxable income:
2008 2007
____________ ____________
Income before income taxes $3,536,000 $4,544,000
State income tax deduction (221,000) (282,000)
Capital loss carryforwards
(utilized) accumulated 0 (188,000)
Interest and dividend income (487,000) (432,000)
Domestic production activities
deduction (179,000) (109,000)
Nondeductible expenses
and timing differences 154,000 (1,000)
__________ __________
Taxable income $2,803,000 $3,532,000
__________ __________
__________ __________
The following schedule reconciles the provision for income taxes
to the amount computed by applying the statutory rate to income
before income taxes:
Income tax expense at statutory
rate $1,477,000 $1,899,000
Increase (decrease)income
taxes resulting from:
State income taxes (92,000) (118,000)
Interest and dividend income (197,000) (146,000)
Domestic production activities (75,000) (46,000)
Deferred taxes 36,000 79,000
Other temporary and
permanent differences 123,000 106,000
__________ __________
Income tax expense $1,272,000 $1,562,000
__________ __________
__________ __________
Federal Tax Rate 34.0% 34.0%
State Tax Rate 7.8% 7.8%
____ ____
Blended statutory rate 41.8% 41.8%
____ ____
____ ____
Deferred tax asset (liabilities) consist of the following
components at April 30, 2008 and 2007:
Deferred tax current assets:
Capital loss carryforward $172,000 $202,000
Accrued vacation 30,000 32,000
Accumulated unrealized (gain)/loss
on investments 48,000 (119,000)
________ ________
Net deferred tax assets $250,000 $115,000
________ ________
________ ________
Deferred tax liabilities:
Depreciation (79,000) (74,000)
________ ________
Net deferred tax liability $(79,000) $(74,000)
________ ________
________ ________
Page 29
9. BUSINESS SEGMENTS
The following is financial information relating to industry segments:
April 30,
2008 2007
Net revenue:
Pool alarm products $ 526,000 $ 1,068,000
Keyboard products 528,000 1,210,000
Security alarm and other products 10,390,000 11,141,000
___________ ___________
Total net revenue $11,444,000 $13,419,000
___________ ___________
___________ ___________
Income from operations:
Pool alarm products $ 129,000 $ 291,000
Keyboard products 130,000 330,000
Security alarm and other products 2,554,000 3,038,000
___________ __________
Total income from operations $ 2,813,000 $ 3,659,000
___________ ___________
___________ ___________
Identifiable assets:
Pool alarm products $ 209,000 $ 259,000
Keyboard products 220,000 555,000
Security alarm and other products 4,901,000 4,773,000
Corporate general 22,884,000 20,308,000
___________ ___________
Total assets $28,214,000 $27,895,000
___________ ___________
___________ ___________
Depreciation and amortization:
Pool alarm products $ 13,000 $ 14,000
Keyboard products 0 0
Security alarm and other products 126,000 128,000
Corporate general 31,000 38,000
___________ ___________
Total depreciation and
amortization $ 170,000 $ 180,000
___________ ___________
___________ ___________
Capital expenditures:
Pool alarm products $ 36,000 $ 0
Keyboard products 0 0
Security alarm and other products 113,000 82,000
Corporate general 27,000 0
____________ ___________
Total capital expenditures $ 176,000 $ 82,000
____________ ___________
____________ ___________
Page 30
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 $100,000. For the years ended April 30, 2008
and 2007, the Company's had uninsured balances of $3,972,000 and $4,511,000,
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, 2008 and 39% for the year ended
April 30, 2007. This distributor accounted for 43% and 37% of accounts
receivable at April 30, 2008 and 2007, respectively.
Security switch sales made up 84% of the total sales for the fiscal year ended
April 30, 2008 and it made up 80% of the total sales for the year ended April
30, 2007.
Page 31
Item 8 Disagreements on Accounting and Financial Disclosures
There were no disagreements with accountants on accounting and financial
disclosure.
Item 8A(T) 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, 2008,
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, 2008 our internal control over financial reporting is
effective.
Page 32
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 temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
Item 8B Other Information
None.
Page 33
Part III
Item 9 Directors and Executive Officers of the Registrant
(a) 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 is furnished with respect to each director and
executive officer:
Director or
Name Principal Occupation or Employment Age Officer Since
Ken R. Risk Chairman of the Board and President 60 April 25, 1977
Stephanie Risk Chief Financial Officer/Director 36 August 8, 1999
Sharon Westby Secretary/Treasurer 56 June 16, 2006
Jerry Andersen Director, retired 77 August 28, 1978
Donna Debowey Director, retired GRI plant manager 70 July 12, 2005
Joel H. Wiens Vice-Chairman, FirsTier Banks 78 September 6, 2007
The following director compensation table is furnished with respect to each
director that served during the year ended April 30, 2008:
Name Director's Stock Option Non-equity Non-qualified
Fees Paid Awards Awards incentive deferred
plan compensation
compensation earnings Total
Ken Risk (1) -- -- -- -- -- --
Stephanie Risk (1) -- -- -- -- -- --
Sharon Westby (1) -- -- -- -- -- --
Jerry Andersen (2) $ 150.00 -- -- -- -- $ 150.00
Donna Debowey (2) $ 150.00 -- -- -- -- $ 150.00
Joel H.Wiens (2) $ 150.00 -- -- -- -- $ 150.00
The inside directors (1), or employees of the company, do not receive additional
compensation for their services. Outside directors (2) are paid $150 per
meeting for their services.
Page 34
(b) 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 helping 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.
Stephanie Risk, chief financial officer and controller, has over ten years'
experience in the accounting field. 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.
Sharon Westby, the corporate secretary, worked at GRI right after high school
for a couple of years as the personal secretary to the then 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, entered medical records transcripts
at the Kimball County Hospital in Kimball, NE, and was the manager of Motel
Kimball in Kimball, NE. Her current duties at GRI include being the executive
assistant to the President and CEO and sales administrator of the keyboard and
switch division.
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. His position with the bank for many years was as loan
officer and for the last four years he was put in charge of legal and compliance
requirements.
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, head
of quality control and she was named the plant manager and senior vice president
in 1998 and held that position until her retirement in 2003.
Joel H. Wiens, director, is an entrepreneur who has many business interests. A
few of his many jobs include: 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.
(c)Identification of Certain Significant Employees
Ken R. Risk, Sharon Westby and Stephanie Risk are also employees of the company.
(See Item 9 [b].)
(d) Involvement in Certain Legal Proceedings
None.
Page 35
(e) Audit Committee Financial Expert
The Company has no standing audit, nominating, or compensation committee, or
any committee performing similar functions.
Item 10 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, 2008 and 2007 (no other officer had compensation over $100,000):
Change
in Pension
Value and
Non-qualified
Name and Non-Equity Deferred All Other
principal Stock Option Incentive Plan Compensation Compen-
position Year Salary Bonus Awards Awards Compensation Earnings sation Total
______ ____ ______ _____ _____ ____ ________ ________ ________ ________
Ken A. Risk, 2008 $62,000 $115,000 -- -- -- -- $3,000 $180,000
Chief
Executive
Officer 2007 $60,000 $133,000 -- -- -- -- $2,000 $195,000
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.
Page 36
Item 11 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, 2008.
Title Name and Address Amount of Percent
of of Beneficial Beneficial of
Class Ownership Ownership Class
Class Ken R. Risk 2,949,354 56.98%
A Kimball, NE
69145
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 12 Certain Relationships and Related Party Transactions
During each of three years ended April 30, 2008, 2007, and 2006, the company
executed transactions with related entities and individuals. Each of the
transactions was in terms at least as favorable as could be obtained from
unrelated third parties.
Related Party 2008 2007 2006
Airplane Lease
Ken R. Risk, President and CEO $27,000 $27,000 $27,000
Building and Warehouse
Leases/Rentals
Eileen M. Risk,
Mother of CEO $ 3,400 $ 3,400 $ 3,400
Eileen M. Risk,
Mother of CEO $ 3,600 $ 3,600 $ 3,600
Eileen M. Risk,
Mother of CEO $ 9,210 $18,420 $18,420
Ken R. Risk, President and CEO $ 9,210 $ 0 $ 0
Page 37
Item 13 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
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
Page 38
Item 14 Principal Accountant Fees and Services
1)Audit Fees
On November 1, 2007, Mason Russell West, LLC merged with and changed their
name to Haynie & Company.
For each of the last two fiscal years the company incurred aggregate fees and
expenses for professional services rendered by our principal accountant for the
audit of our annual financial statements and review of our financial statements
for Form 10-QSB. The amounts are listed below:
FYE 2008 $30,500 Haynie & Company
FYE 2007 $29,250 Haynie & Company (formally Mason Russell West, LLC)
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 2008 $ 4,500 Haynie & Company
FYE 2007 $ 4,485 Haynie & Company (formally Mason Russell West, LLC)
3)Tax Fees
The company incurred aggregate fees or expenses for professional services
rendered by the principal accountants for tax compliance, tax advice, and tax
planning for the fiscal year ending 2008. The company did not incur any of the
above mentioned fees for fiscal year end 2007. These services are included in
our audit fees and are not billed separately. The amounts are listed below:
FYE 2008 $ 1,000 Haynie & Company
FYE 2007 $ 0 Haynie & Company (formally Mason Russell West, LLC)
4)All Other Fees
There were no other fees incurred during each of the last two fiscal years.
5) The Board of Directors, considered whether, and determined that,
the auditor's provisions of non-audit services were compatible with
maintaining the auditor's independence. All the services described above
were approved by the Board of Directors pursuant to its policies and
procedures.
Page 39
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 August 12, 2008
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 August 12, 2008
/s/ Stephanie M. Risk Chief Financial Officer Date
Stephanie M. Risk and Controller August 12, 2008
/s/ Jerry Andersen Director Date
Jerry Andersen August 12, 2008
/s/ Joel H. Wiens Director Date
Joel H. Wiens August 12, 2008
/s/ Donna Debowey Director Date
Donna Debowey August 12, 2008
Page 40