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, 2006
[ ] 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. $ 14,254,000.
The aggregate market value of the voting stock held by non-affiliates of
the Registrant as of August 10, 2006 was approximately $17,323,000 based upon
the last reported sale, which occurred on August 10, 2006. 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 10, 2006 was 5,342,213.
DOCUMENTS INCORPORATED BY REFERENCE
None.
Transitional Small Business Disclosure Format (check one):
Yes X ; No____
Part I
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.
GRI Telemark Corporation (Telemark), a majority owned subsidiary, was
incorporated in October 1983 for the purpose of marketing security alarm
products. As of April 13, 1993, Telemark was merged into GRI and presently
operates as a marketing division of GRI.
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 86 percent and pool
alarms comprise 8 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 36 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 850 customers. Keyboard products are sold
to original equipment manufacturers to their specifications and to distributors
of off-the-shelf keyboards of proprietary design.
Competition
The company has intense competition in the keyboard and burglar alarm lines.
The burglar alarm segment has five or six major competitors. The company
competes well based on price, product design, quality, and prompt delivery.
The competitors in the keyboard segment are larger companies with automated
production facilities. GRI has emphasized small custom order sales that many
of its competitors decline or discourage.
Research and Development
The company performs research and development for its customers when needed
and requested. Costs in connection with such product development have
been borne by the customers. Costs associated with the development
of new products are expensed as incurred.
Employees
GRI has approximately 275 employees.
Item 2 Properties
The company owns the manufacturing and office facilities. The manufacturing
facilities were expanded by 7,200 square feet seven years ago. 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 63 employees
at the Gering site.
Item 3 Legal Proceedings
None.
Item 4 Submission of Matters to a Vote of Security Holders
Not applicable.
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 twelve market makers.
Stock Prices and Dividends Information
2006 Fiscal Year
High Low
May 1-July 31 5.60 5.00
August 1-October 31 7.00 5.35
November 1-January 31 7.74 7.00
February 1-April 30 8.50 7.40
2005 Fiscal Year
High Low
May 1-July 31 6.30 5.01
August 1-October 31 6.30 5.40
November 1-January 31 6.50 5.75
February 1-April 30 6.25 5.60
A dividend of $0.10 per common share was declared on September 30, 2005.
This is the second and consecutive dividend that the Company has paid.
With the practices and procedures that have been developed, we hope to
be able to continue paying dividends on an annual basis.
The number of holders of record of the company's Class A Common Stock
as of April 30, 2006, was approximately 1,409.
Item 6 Management's Discussion and Analysis of Financial Condition and
Results of Operations
GRI completed the fiscal year ending April 30, 2006, with a net profit
of 19.2% net of sales. Net sales were at $14,254,000, up 8.7% over the
previous year. Additionally, net income for the year ended April 30,
2004 was $2,732,000, up 8.6% from the prior year.
We expect sales to stay steady and hopefully increase for the fiscal
year ending April 30, 2007. We are always researching and developing
new products that will help our sales increase. 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.
We have had some problems with the ability to get product out our doors
on a timely basis, but we have taken steps to remedy this problem.
We have purchased a building in Gering, NE, our satellite location,
in an effort to be able to increase production. Also, we have received
grant money from the State of Nebraska to help defer this cost. This
grant money is contingent on increasing the number of workers at our
Gering location over a five year period.
The material and labor costs stayed very consistent between this year
and last year. At fiscal year end 2006 the material and labor percentage
was at 36.6% of gross sales while the same percentage for fiscal year 2005
was at 36.7%. We continue to buy smart and we are always looking for
quality material at the best possible price. As far as labor goes, we only
hire the number of production workers that is needed to finish products in
a timely matter and we work very hard at keeping overtime expense down.
With these good practices embedded throughout, we expect to continue to
achieve a gross profit margin of about 50 percent for the coming year.
At April 30, 2006, working capital increased by 13% in comparison to the
previous fiscal year. The company's liquidity has also increased this year
as the ratio of cash, securities and accounts receivables to current
obligations was 36.594 and 30.569 for the fiscal years ending April 30, 2006
and April 30, 2005, respectively. Current assets have increased as current
liabilities have decreased. At April 30, 2006, there are a couple of long-
term liabilities on the books. One is deferred income tax of $73,000 and
the other is dividends that are still due to lost stockholders from the
company's first dividend declaration in fiscal year end 2005.
The new Short Roller Ball switch is in production and sales are higher than
the Dome Switch it replaced. It has received a good response from
distributors as an improvement to the Dome Switch.
The MagnaSphere Displays are complete. These displays have been given to
our outside Sales Reps and are used to demonstrate this new, high security
technology. Interest continues to grow on this product line. Orders have
been received from the Federal government who are conducting their own test
to determine if these switches can be used to replace order, more expensive
technology that is presently being used.
The new Pool Alarm board is complete and will be sent for ETL certification
in August 2006. The new board design will be more reliable and will use
fewer parts. This makes them easier and faster to build. Sales of our
Pool Alarms continue to grow as more states around the country enact safety
legislation aimed at preventing swimming pool accidents with children.
GRI is now offering a mini raceway to complement our existing raceway line.
The size of this new raceway is 3/8" x 3/8". This is excellent to cover
speaker wire or phone wire.
The High Security Switch design has been completed and several units have
been sold. The product will be submitted to U.L. and the Department of
Defense. This is a triple biased switch using three reeds and magnets,
which makes it resistant to tampering and defeat. The U.S. Government
is a major purchaser of this type of switch set.
GRI continues to see growth in special order products. One example is
a water sensor that was custom built with a connector on the wires for
a major U.S. company.
GRI is seeing growth with electrical contractors with the procurement
of our Current Controller (part #CC-01). This device can turn on lights
in various areas when a door is opened. We are also offering a new
Extreme Duty armored cable with a pull apart switch for applications
such as securing tractors, golf carts, or any wheeled vehicle stored
outside.
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.
Item 7 Financial Statements
Index to Financial Statements
George Risk Industries, Inc.
Page
Independent Auditor's Report 8
Balance SheetApril 30, 2006 9
Statements of Income
For the Years Ended April 30, 2006 and 2005 10
Statements of Comprehensive Income
For the Years Ended April 30, 2006 and 2005 11
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2006 and 2005 12
Statements of Cash Flows
For the Years Ended April 30, 2006 and 2005 13
Notes to Financial Statements 14
Report of Independent Registered Public Accounting Firm
Board of Directors
George Risk Industries, Inc.
Kimball, Nebraska
We have audited the accompanying balance sheet of George Risk Industries,
Inc. as of April 30, 2006, 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 audit.
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 audit provides 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, 2006, 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/ Mason Russell West, LLC
Littleton, Colorado
July 21,2006
George Risk Industries, Inc.
Balance Sheet
April 30, 2006
ASSETS
Current Assets:
Cash and cash equivalents $ 5,495,000
Investments and securities 13,811,000
Accounts receivable:
Trade, net of $50,000 doubtful
account allowance 2,138,000
Other 0
Income tax overpayment 270,000
Inventories 2,270,000
Prepaid expenses 117,000
Deferred current income taxes 312,000
___________
Total Current Assets $ 24,413,000
Property and Equipment, net, at cost 926,000
Other Assets
Investment in Limited Land
Partnership, at cost 200,000
Projects in process 30,000
Other 1,000
___________
Total Other Assets $ 231,000
TOTAL ASSETS $ 25,570,000
___________
___________
See accompanying notes to financial statements
George Risk Industries, Inc.
Balance Sheet
April 30, 2006
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable, trade $ 141,000
Dividends payable 46,000
Accrued expenses:
Payroll and related expenses 366,000
Notes payable, current 33,000
___________
Total Current Liabilities 586,000
Long-Term Liabilities:
Dividends payable 45,000
Deferred income taxes 73,000
___________
Total Long-Term Liabilities $ 118,000
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
Common stock, Class A, $.10 par value, 10,000,000
shares authorized, 8,502,832 shares issued 850,000
Additional paid-in capital 1,736,000
Accumulated other comprehensive income (39,000)
Retained earnings 24,250,000
Less: cost of treasury stock,
3,155,819 shares, at cost (2,030,000)
___________
Total Stockholders' Equity $24,866,000
___________
Total Liabilities and Stockholders' Equity $25,570,000
___________
___________
George Risk Industries, Inc.
Statements of Income and Retained Earnings
Year Year
Ended Ended
Apr 30,2006 Apr 30, 2005
___________ ____________
Net Sales $14,254,000 $13,113,000
Less: Cost of Goods Sold (6,788,000) (6,230,000)
___________ ___________
Gross Profit $ 7,466,000 $ 6,883,000
Operating Expenses:
General and Administrative 724,000 719,000
Sales 2,512,000 2,403,000
Engineering 79,000 75,000
Rent Paid to Related Parties 52,000 49,000
___________ ___________
Total Operating Expenses $ 3,367,000 $ 3,246,000
___________ ___________
Income From Operations 4,099,000 3,637,000
Other Income (Expense)
Other 30,000 2,000
Dividend and Interest Income 440,000 357,000
Gain (Loss) on Investments (353,000) (89,000)
Gain (Loss) on Sale of Assets - -
___________ ___________
$ 117,000 $ 270,000
Income Before Provision for Income
Taxes 4,216,000 3,907,000
Provision for Income Taxes
Current Expense 1,620,000 1,428,000
Deferred tax (benefit) expense (136,000) (36,000)
___________ ___________
Total Income Tax Expense 1,484,000 1,392,000
Net Income $ 2,732,000 $ 2,515,000
Retained Earnings, beginning
of period $22,054,000 $20,079,000
Less: Cash dividends
Common Stock ($0.10 per share) $ (536,000) $ (540,000)
Retained Earnings, end of period $24,250,000 $22,054,000
Income Per Share of Common Stock $ 0.51 $ 0.47
Weighted Average Number of Common
Shares Outstanding 5,360,740 5,399,982
See accompanying notes to financial statements
George Risk Industries, Inc.
Statements of Comprehensive Income
Year Year
Ended Ended
Apr 30,2006 Apr 30, 2005
___________ ____________
Net Income $2,732,000 $ 2,515,000
__________ __________
Other Comprehensive Income, Net of Tax
Unrealized gain (loss) on securities:
Unrealized holding gains (losses)
arising during period 842,000 30,000
Less: reclassification adjustment for
(gains) losses included in net income 353,000 88,000
Income tax expense related to other
comprehensive income (500,000) (49,000)
__________ __________
Other Comprehensive Income 695,000 69,000
Comprehensive Income $3,427,000 $2,584,000
__________ __________
__________ __________
See accompanying notes to financial statements
George Risk Industries, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2006 and 2005
Common Stock
Preferred Stock Class A
________________ ____________
Shares Amount Shares Amount
Balances, April 30,
2004 5,350 $107,000 8,502,832 $850,000
Purchase of preferred
stock (1,250) (8,000) - -
Purchases of common
stock - - - -
Dividend declared at
$0.10 per common
share outstanding - - - -
Unrealized gain (loss) - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
2005 4,100 99,000 8,502,832 850,000
________ ________ _________ ________
Purchases of common
stock - - - -
Dividend declared at
$0.10 per common
share outstanding - - - -
Unrealized gain (loss) - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
2006 4,100 $ 99,000 8,502,832 $850,000
________ ________ _________ ________
________ ________ _________ ________
See accompanying notes to financial statements
George Risk Industries, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2006 and 2005
Accumulated
Treasury Stock Other
Paid-In (Common Class A) Comprehensive Retained
______________
Capital Shares Amount Income Earnings Total
$1,736,000 3,100,304 $(1,763,000) $ (911,000) $20,079,000 $20,098,000
- - - - - (8,000)
- 9,075 (41,000) - - (41,000)
- - - - (540,000) (540,000)
- - - 30,000 - 30,000
- - - - 2,515,000 2,515,000
__________ _________ ___________ ___________ ___________ ___________
1,736,000 3,109,379 (1,804,000) (881,000) 22,054,000 22,054,000
__________ _________ ___________ ___________ ___________ ___________
- 46,440 (226,000) - - (226,000)
- - - - (536,000) (536,000)
- - - 842,000 - 842,000
- - - - 2,732,000 2,732,000
__________ _________ ___________ ___________ ___________ ___________
$1,736,000 3,155,819 $(2,030,000) $ (39,000) $24,250,000 $24,866,000
__________ _________ ___________ ___________ ___________ ___________
__________ _________ ___________ ___________ ___________ ___________
See accompanying notes to financial statements
George Risk Industries, Inc.
Statement of Cash Flows
Year Year
Ended Ended
Apr 30,2006 Apr 30, 2005
___________ ____________
Cash Flows from Operating Activities:
Net income $2,732,000 $2,515,000
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 184,000 203,000
(Gain) loss on sale of investments 353,000 88,000
(Gain) loss on sale of property and
equipment 0 0
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable 102,000 (506,000)
Inventories (215,000) 326,000
Prepaid expenses (52,000) (7,000)
Other receivables 9,000 3,000
Income tax overpayment (371,000) 0
Deferred income taxes (136,000) (36,000)
Increase (decrease) in:
Accounts payable 2,000 46,000
Accrued expenses 15,000 34,000
Income tax payable 0 230,000
__________ __________
Net cash provided(used)by
operating activities $2,623,000 $ 2,896,000
__________ __________
Cash Flows From Investing Activities:
Proceeds from sale of assets 12,000 3,000
Other assets manufactured 4,000 11,000
(Purchase) of property and equipment (335,000) (158,000)
Proceeds from sale of marketable
securities 2,751,000 3,655,000
(Purchase) of marketable securities (4,323,000) (4,696,000)
(Purchase) of preferred stock 0 (8,000)
(Purchase) of treasury stock (226,000) (42,000)
__________ __________
Net cash provided by (used in)
investing activities ($2,117,000) ($1,235,000)
Cash Flows From Financing Activities:
Increase in long-term debt 125,000 0
Principal payments on long-term debt (92,000) 0
Dividends paid (495,000) (490,000)
__________ __________
Net cash provided by (used in)
financing activities ($462,000) ($490,000)
__________ __________
Net Increase (Decrease) in Cash and
Cash Equivalents $44,000 $1,171,000
__________ __________
__________ __________
Cash and Cash Equivalents, beginning
of period $ 5,451,000 $4,280,000
Cash and Cash Equivalents,
end of period $ 5,495,000 $5,451,000
See accompanying notes to financial statements
George Risk Industries, Inc.
Notes to Financial Statements
April 30, 2006
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.
At April 30, 1993, the financial statements of the company, George Risk
Industries, Inc. (GRI), and its majority-owned subsidiaries, GRI Telemark
Corp. (Telemark), and R&D Labs were consolidated. Effective April 30, 1993,
the company acquired the entire minority interest in Telemark by issuing
22,160 shares of its Class A common stock and merged Telemark into GRI.
Telemark continues to operate as a marketing division of GRI.
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,
2006, the company has recorded an allowance for doubtful accounts of
$50,000 for the years ended 2006 and 2005, respectively. Bad debt expense
was $7,000 and $8,000 for April 30, 2006 and 2005, respectively.
Inventories-Inventories are stated at the lower of cost or market.
Cost is determined using the average cost-pricing method. The company
uses standard costs to price its manufactured inventories approximating
average costs.
Property and Equipment-Property and equipment are recorded at cost.
Depreciation is calculated based on the following estimated useful lives
using the straight-line method:
Useful
Classification Life Cost
in Years
Dies, jigs, and molds 3-7 $ 877,000
Machinery and equipment 5-10 1,028,000
Furniture and fixtures 5-10 129,000
Leasehold improvements 5-32 170,000
Buildings 20 644,000
Automotive and aircraft 3-5 393,000
Software 2-5 128,000
Land N/A 13,000
__________
Total 3,082,000
Accumulated depreciation (2,456,000)
__________
Net $ 926,000
__________
__________
Depreciation expense of $196,000 and $206,000 were charged to operations
for the years ended April 30 2006 and 2005, 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 $284,000 and $310,000
for the years ended April 30 2006 and 2005, 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.
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, accounts receivable and accounts payable. The carrying values
of cash and cash equivalents, accounts receivable and accounts payable
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.
Benefit Plan Disclosures-SFAS No. 132, Employer's Disclosures about Pension
and other Post Retirement Benefits ("SFAS No. 132"), requires certain
disclosures about employers' pension and other post retirement benefit plans
and specifies the accounting and measurement or recognition of those plans.
SFAS No. 132 requires disclosure of information on changes in the benefit
obligations and fair values of the plan assets that facilitates financial
analysis. Please see Note 4 for further disclosure in accordance with SFAS
No. 132.
Comprehensive Income-In the first quarter of fiscal 1999, the Company adopted
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income". SFAS 130 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, 2006, 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.
Recently Issued Accounting Pronouncements-In November 2004, the FASB issued
SFAS No. 151, Inventory Costs - an Amendment of ARB No. 43, Chapter 4, which
amends the guidance in ARB No. 43 to clarify the accounting for abnormal amounts
of idle facility expense, freight, handling costs and wasted material. SFAS No.
151 requires that these items be recognized as current period charges.
In addition, SFAS No. 151 requires the allocation of fixed production overheads
to inventory based on the normal capacity of the production facilities. SFAS
No. 151 is effective for inventory costs incurred during fiscal years beginning
after June 15, 2005. The Company is currently evaluating the provisions of
SFAS No. 151 and has adopted the provisions of SFAS No. 151 as of May 1, 2006.
In December 2004, the FASB issued SFAS No. 123R, Share-Based Payment.
SFAS 123R revises SFAS No. 123, Accounting for Stock-Based Compensation, and
focuses on accounting for share-based payments for services by employer to
employee. The statement requires companies to expense the fair value of
employee stock options and other equity-based compensation at the grant date.
The statement does not require a certain type of valuation model and either a
binomial or Black-Scholes model may be used. The provisions of SFAS 123R are
effective for financial statements for annual or interim periods beginning
after June 15, 2005. The Company does not currently have a stock option plan
in place. Therefore, adoption of SFAS 123R is not expected to have an impact
on the Company's operating results.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets
- an amendment of Accounting Principals Board Opinion No. 29." This statement
eliminates the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for the exchange of non-monetary assets
that do not have commercial substance. A non-monetary exchange has commercial
substance, if the future cash flows of the entity are expected to significantly
change as a result of the exchange. This statement is effective for non-monetary
exchanges occurring in fiscal years beginning after June 15, 2005. Management
does not believe the application of this pronouncement will have any material
effect on the financial statements of the Company.
2. INVENTORIES
Inventories at April 30, 2006 consisted of the following:
Raw materials $1,493,000
Work in process 498,000
Finished goods 349,000
__________
2,340,000
__________
Less allowance for obsolete inventory (70,000)
__________
Totals $2,270,000
__________
__________
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. Realized
gains and losses are determined on the average cost basis, and included in
the Company's statement of income. Unrealized gains and losses are excluded
from earnings and reported separately as a component of stockholders' equity.
Dividend and interest income are accrued as earned.
Marketable equity securities and related unrealized gains and losses consist
of the following as of April 30, 2006:
Cost basis $13,850,000
Market value 13,881,000
___________
Net unrealized gains (losses) $ (39,000)
___________
___________
Gross unrealized gain $ 631,000
___________
___________
Gross unrealized loss $ (670,000)
___________
___________
In accordance with SFAS 115, if the Company determines that a marketable
security has an other-than temporary decline in fair value, generally
defined as when the cost basis exceeds the fair value for approximately
one year. When this happens the Company will decrease the cost of the
marketable security to the new fair value and recognize a realized loss.
The investments are periodically evaluated to determine if impairment
changes are required. As a result of this standard, management recorded
impairment losses of $443,000 for the fiscal year ended April 30, 2006.
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. Eligible employees cannot
participate in the Plan until 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 $17,000 were paid during
the fiscal year ending April 30, 2006 and approximately $16,000 of matching
contributions we paid during the fiscal year April 30, 2005. Discretionary
contributions of approximately $3,400 and $5,100 were paid during 2006 and
2005, 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, 2006.
During the year ended April 30, 2000, the Company purchased and retired 7,500
preferred shares for $167,000.
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.
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, 2006
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $2,732,000
__________
__________
Basic EPS $2,732,000 5,347,013 $.511
Effect of dilutive
Convertible Preferred
Stock - 20,500 .002
__________ _________ _____
Diluted EPS $2,732,000 5,367,513 $.509
__________ _________ _____
__________ _________ _____
April 30, 2005
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $2,515,000
__________
__________
Basic EPS $2,515,000 5,393,453 $.446
Effect of dilutive
Convertible Preferred
Stock - 20,500 .001
__________ _________ _____
Diluted EPS $2,515,000 5,413,953 $.465
__________ _________ _____
__________ _________ _____
7. COMMTIMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS
Leases-The Company leases a duplex from Eileen Risk, mother of the President/CEO
of the company. One half of the duplex is for storage of materials and
accounting records. The other half of the duplex is rented out as housing
to an independent third party at a rate of $325 per month. 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 for the fiscal years ended
April 30, 2006 and 2005, was $25,000 for each year.
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, 2006
and 2005, 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.
8. INCOME TAXES
Reconciliation of income taxes with Federal and State taxable income:
2006 2005
____________ ____________
Income before taxes $4,216,000 $3,907,000
State income tax deduction (309,000) (281,000)
Capital loss carryforward 353,000 88,000
Nontaxable income (206,000) (185,000)
Domestic production activities
Deduction (119,000) 0
Nondeductible expenses
and timing differences (81,000) (1,000)
__________ __________
Taxable income $3,854,000 $3,530,000
__________ __________
__________ __________
Income tax - net of credits $1,171,000 $ 268,000
__________ __________
__________ __________
Tax rate to taxable income 34.0% 7.8%
___________ ___________
___________ ___________
The provision for income taxes differs from the amount computed
by applying the statutory rate to income before taxes as follows:
Income tax expense at statutory
rate $1,762,000 $1,633,000
Increase (decrease) in income
taxes resulting from:
State income taxes (129,000) (116,000)
Other permanent differences (149,000) (125,000)
Income tax expense $1,484,000 $1,392,000
Federal Tax Rate 34.0% 34.0%
State Tax Rate 7.8% 7.8%
Blended statutory rate 41.8% 41.8%
Deferred tax asset (liability) consist of the following
components at April 30, 2006 and 2005:
Deferred tax current assets:
Capital loss carry forward $280,000 $134,000
Accrued vacation 32,000 30,000
Net deferred tax assets $312,000 $164,000
Deferred tax liabilities:
Depreciation (73,000) (27,000)
Net deferred tax liability $(73,000) $(27,000)
9. BUSINESS SEGMENTS
The following is financial information relating to industry segments:
April 30,
2006 2005
Net revenue:
Pool alarm products $1,158,000 $ 1,137,000
Keyboard and other products 803,000 586,000
Security alarm products 12,293,000 11,390,000
___________ ___________
Total net revenue $14,254,000 $13,113,000
___________ ___________
___________ ___________
Income from operations:
Pool alarm products $ 344,000 $ 315,000
Keyboard products 215,000 163,000
Security alarm and other products 3,540,000 3,159,000
___________ __________
Total income from operations $ 4,099,000 $ 3,637,000
___________ ___________
___________ ___________
Identifiable assets:
Pool alarm products $ 257,000 $ 330,000
Keyboard products 234,000 220,000
Security alarm and other products 4,582,000 4,202,000
Corporate general 20,497,000 15,949,000
___________ ___________
Total assets $25,570,000 $22,751,000
___________ ___________
___________ ___________
Depreciation and amortization:
Pool alarm products $ 13,000 $ 10,000
Keyboard products 0 0
Security alarm and other products 121,000 121,000
Corporate general 50,000 75,000
___________ ___________
Total depreciation and
amortization $ 184,000 $ 206,000
___________ ___________
___________ ___________
Capital expenditures:
Pool alarm products $ 0 $ 43,000
Keyboard products 0 0
Security alarm and other products 273,000 90,000
Corporate general 62,000 25,000
____________ ___________
Total capital expenditures $ 335,000 $ 158,000
____________ ___________
____________ ___________
10. CONCENTRATIONS OF CREDIT RISK
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 2006
and 2005, the Company's had uninsured balances of $4,985,000, and $4,952,000,
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 group of security alarm distributors representing 36%
of total sales for the year ended April 30, 2006 and 35% of accounts receivable
at April 30, 2006.
Item 8 Disagreements on Accounting and Financial Disclosures
There were no disagreements with accountants on accounting and financial
disclosure.
Item 8A Controls and Procedures
When evaluating the effectiveness of the Company's "disclosure controls and
procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act)
Rules 13a-15(e) or 15d-15(e)), our Chief Executive Officer and our Chief
Financial Officer, as of the end of the period covered by this annual report,
have concluded that the disclosure controls and procedures are effective.
This is based on the evaluation of these controls and procedures as required
by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
Furthermore, there were no changes in the Company's internal control over
financial reporting that occurred during the most recent fiscal quarter
(the fourth fiscal quarter in the case of this annual report) that has
materially affected, or is reasonably likely to materially affect, internal
control over financial reporting.
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 as of April 30, 2006, 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 58 1976
Stephanie Risk Chief Financial Officer/Controller 34 1999
Sharon Westby Secretary/Treasurer 54 2005
Jerry Andersen Director, retired 75 1978
Donna Debowey Director, retired GRI plant manager 68 2005
Michael J. Nelson Chairman, Nebraska Region, FirsTier Banks 65 1992
(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. He left GRI
in 1977 to start his own company, Platte Valley Sales, in Hastings, Nebraska.
He returned to the company to assume the position of president and CEO in late
1989 after the death of his father, George Risk. He moved to Kimball, Nebraska
in 1997.
Stephanie Risk, chief financial officer and controller, has over ten years'
experience in the accounting field. Stephanie also worked for the family
business (Platte Valley Sales) during and after college 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.
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.
Michael J. Nelson, director, has worked in the banking business since 1963 and
was the president of the First State Bank in Kimball, Nebraska until 2001.
He is currently chairman of FirsTier Banks in Kimball, Nebraska.
(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.
(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 or accrued by the company to or for the account of the chief executive
officer and each of the four other most highly compensated executive officers
of the company for services rendered in all capacities during each of the
company's fiscal years ended April 30, 2004, 2005, and 2006:
Annual Compensation
(a) (b) (c) (d) (e)
Other Annual
Position Year Salary Bonuses Compensation
Ken R. Risk 2006 202,000 - -
Chief Executive 2005 187,000 - -
Officer 2004 183,000 - -
Bruce E. Smith 2006 97,000 - -
Director of Sales 2005 17,000 - -
2004 0 - -
Kathy Walker 2006 24,000 - -
Production Manager 2005 23,000 - -
2004 21,000 - -
David Luppen 2006 53,000 - -
Director of 2005 52,000 - -
Engineering 2004 51,000 - -
Dan Douglas 2006 51,000 - -
Vice President of 2005 48,000 - -
Materials 2004 46,000 - -
Stephanie Risk 2006 40,000 - -
Chief Financial 2005 38,000 - -
Officer 2004 36,000 - -
Long-Term Compensation
(a) (b) (f) (g) (h) (i)
Restricted Options LTIP All
Position Year Stock /SARS Payouts Other
Awards
Ken R. Risk 2006 - - - -
2005 - - - -
2004 - - - -
Bruce E. 2006 - - - -
Smith 2005 - - - -
2004 - - - -
Kathy Walker 2006 - - - -
2005 - - - -
2004 - - - -
David Luppen 2006 - - - -
2005 - - - -
2004 - - - -
Dan Douglas 2006 - - - -
2005 - - - -
2004 - - - -
Stephanie 2006 - - - -
Risk 2005 - - - -
2004 - - - -
Members of the board of directors were each compensated $150 for their services
during the fiscal year.
Ken R. Risk and Bruce E. Smith do not have employment contracts with the
company. Both have a base salary and also receive compensation based on
a percentage of sales for the year.
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, 2006.
Title Name and Address Amount of Percent
of of Beneficial Beneficial of
Class Ownership Ownership Class
Class Ken R. Risk 2,951,155 55.05%
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, 2006, 2005, and 2004, 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 2006 2005 2004
Airplane Lease
Ken R. Risk, President $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 $18,420 $18,420 $18,420
Stock Transfer Agent
Eileen M. Risk,
Mother of CEO $ 0 $20,000 $20,000
(Note 1)
1) Eileen Risk is no longer the company's stock transfer agent. She resigned
her position in July 2005.
Item 13 Exhibits and Reports on Form 8-K
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
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 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 2006 $29,150 Mason Russell West, LLC
FYE 2005 $28,000 Mason Russell West, LLC
2) Audit-Related Fees
The company did incur aggregate tax 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 2006 $ 8,900 Mason Russell West, LLC
FYE 2005 $ 0 Mason Russell West, LLC
3)Tax Fees
The company did not incur aggregate fees or expenses for professional services
rendered by the principal accountants for tax compliance, tax advice, and tax
planning. These services are included in our audit fees and are not billed
separately.
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.
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 9, 2006
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.
Signature Title Date
/s/ Ken R. Risk President and August 9, 2006
Ken R. Risk Chairman of the Board
/s/ Stephanie M. Risk Chief Financial Officer August 9, 2006
Stephanie M. Risk and Controller
/s/ Jerry Andersen Director August 9, 2006
Jerry Andersen
/s/ Michael J. Nelson Director August 9, 2006
Michael J. Nelson
/s/ Donna Debowey Director August 9, 2006
Donna Debowey