U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2011
[ ] 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
(Exact Name of registrant as specified 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)
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Title of Each Class Name of Exchange on Which Registered
None None
____ ____
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Securities registered under Section 12(g) of the Act:
Class A Common Stock, $.10 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Sections 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229-405 of this chapter) is not contained herein, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check is smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes [ ] No [ X ]
The aggregate market value, as of July 21, 2011, of the common stock (based on the average of the bid and asked prices of the shares on the OCTBB of George Risk Industries, Inc.) held by non-affiliates (assuming, for this purpose, that all directors, officers and owners of 5% or more of the registrant's common stock are deemed affiliates) was approximately $13,449,178.
The number of outstanding shares of the common stock as of July 21, 2011 was 5,047,370.
DOCUMENTS INCORPORATED BY REFERENCE
A material vendor contract with a customer that accounts for a material portion
of our sales.
Part I
Preliminary Note Regarding Forward-Looking Statements and Currency Disclosure
This annual report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements relate to future
events or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "expects",
"plans", "anticipates", "believes", "estimates", "predicts", "potential" or
"continue" or the negative of these terms or other comparable terminology.
These statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
"Risk Factors", that may cause our or our industry's actual results, levels
of activity, performance or achievements to be materially different from any
future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States dollars, rounded to the nearest thousand, and are prepared in accordance with United States Generally Accepted Accounting Principles.
Item 1 Business
(a) Business Development
George Risk Industries, Inc. (GRI or the company) was incorporated in 1967 in Colorado. The company is presently engaged in the design, manufacture, and sale of computer keyboards, push button switches, burglar alarm components and systems, pool alarms, thermostats, EZ Duct wire covers and water sensors.
Products, Market, and Distribution
The company designs, manufactures, and sells computer keyboards, push-button switches, burglar alarm components and systems, pool alarms, and water sensors. Our security burglar alarm products comprise approximately 88 percent of net revenues and are sold through distributors and private board customers.
The security segment has approximately 4,000 customers. One of the distributors accounts for approximately 42 percent of the company's sales of these products. Loss of this distributor would be significant to the company. However, this customer has purchased from the company for many years and is expected to continue. Also, the company has obtained a written agreement with our biggest customer. This agreement was signed in February 2011 and initiated by the customer. The contents of the agreement include product terms, purchasing, payment terms, term and termination, product marketing, representations and warranties, product support, mutual confidentiality, indemnification and insurance, and general provisions.
The keyboard segment has approximately 950 customers. Keyboard products are sold to original equipment manufacturers to their specifications and to distributors of off-the-shelf keyboards of proprietary design.
Competition
The company has intense competition in the keyboard and burglar alarm lines.
The burglar alarm segment has five or six major competitors. The company competes well based on price, product design, quality, and prompt delivery.
The competitors in the keyboard segment are larger companies with automated production facilities. GRI has emphasized small custom order sales that many of its competitors decline or discourage.
Research and Development
The company performs research and development for its customers when needed and requested. Costs in connection with such product development have been borne by the customers. Costs associated with the development of new products are expensed as incurred.
Employees
GRI has approximately 160 employees.
Item 2 Properties
The company owns the manufacturing and some of the office facilities. Total square footage of the plant in Kimball, Nebraska is approximately 42,500 sq. ft. Additionally, the company leases 15,000 square feet for $1,535 per month with Ken and Bonnie Risk. Ken Risk is the CEO and chairman of the board of the company.
As of October 1, 1996, the company also began operating a satellite plant in Gering, NE. This expansion was done in coordination with Twin Cities Development. The company leased manufacturing facilities until July 2005. During the first quarter of fiscal year end 2006, the company purchased a building that is 7,200-sq. ft. in size. Currently, there are 25 employees at the Gering site.
Item 3 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, which is traded under the ticker symbol RSKIA, is currently quoted on the OTC Bulletin Board by one market maker.
Stock Prices and Dividends Information
2011 Fiscal Year
High Low
May 1-July 31 4.50 4.16
August 1-October 31 5.25 4.30
November 1-January 31 6.99 5.00
February 1-April 30 6.55 6.00
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2010 Fiscal Year
High Low
May 1-July 31 5.00 3.45
August 1-October 31 5.05 4.01
November 1-January 31 4.75 4.10
February 1-April 30 5.00 4.25
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A dividend of $0.20 per common share was declared on September 30, 2010. This was the only dividend declared and paid during the 2011 fiscal year. As for fiscal year 2010, a dividend of $0.17 per common share was declared on September 30, 2009.
The number of holders of record of the company's Class A Common Stock as of April 30, 2011, was approximately 1,300.
Repurchase of Equity Securities
On September 18, 2008, the Board of Directors approved an authorization for the repurchase of up to 500,000 shares of the company's common stock. Purchases can be made in the open market or in privately negotiated transactions. The Board did not specify an expiration date for the authorization.
The following tables show repurchases of GRI's common stock made on a quarterly basis:
2011 Fiscal Year Number of shares repurchased May 1-July 31 4,665 August 1-October 31 6,100 November 1-January 31 3,340 February 1-April 30 3,400 |
2010 Fiscal Year Number of shares repurchased May 1-July 31 44,465 August 1-October 31 8,735 November 1-January 31 0 February 1-April 30 8,604 </TABLE There are still approximately 371,000 shares available to be repurchased under the current resolution. Item 6 Selected Financial Data As a smaller reporting company, we are not required to respond to this item. Page 6 |
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations Executive Overview __________________ George Risk Industries, Inc. (GRI) is a diversified manufacturer of electronic components, encompassing the security industries widest variety of door and window contact switches, environmental products, proximity switches and custom keyboards. The security products division comprises the largest portion of GRI sales and are sold worldwide through distribution, who in turn sell our products to security installing companies. These products are used for residential, commercial, industrial and government installations. International sales accounted for approximately 5.7% of revenues for fiscal year 2011 and 5.0% for 2010. GRI is known for its quality American made products, top-notch customer service and the willingness to work with customers on their special applications. GRI owns and operates its main manufacturing plant and offices in Kimball, Nebraska with a satellite plant 40 miles away in Gering, Nebraska. The company has substantial marketable securities holdings and these holdings have a material impact on the financial results. For the fiscal year ending April 30, 2011, other income accounted for 32.32% of income before income taxes. In comparison, other income accounted for 50.99% of the income before income taxes for the year ending April 30, 2010. Management's philosophy behind having holdings in marketable securities is to keep the money working and gaining interest on the cash that is not needed to be put back into the business. And over the years, the investments have kept the earnings per share up when the results from operations have not faired as well. Management is always open to the possibility of acquiring a business that would complement our existing operations. This would probably not require any outside financing. The intent would be to utilize the equipment, marketing techniques and established customers to increase sales and profits. There are no known seasonal trends with any of GRI's products, since we mostly sell to distributors and OEM manufacturers. The products are tied to the housing industry and will fluctuate with building trends. Liquidity and Capital Resources _______________________________ Operating Net cash increased $1,613,000 during the year ended April 30, 2011 while it decreased $1,030,000 during the year ended April 30, 2010. Other cash flow changes are as follows. Accounts receivable increased $287,000 during the current year as compared to a $5,000 decrease for last year. The increase in cash flow for accounts receivable is a reflection that sales have improved. At April 30, 2011, 76.16% of the receivables were considered current (less than 45 days) and 1.70% of the total were over 90 days past due. For comparison, 80.05% of the receivables were current and 6.03% were past 90 days at April 30, 2010. Inventories decreased $81,000 for the current year as compared to a $732,000 decrease for the same period last year. Management has continued the trend of decreasing its purchases of raw materials in the current fiscal year to correspond to the decrease in sales. Also, the smaller decrease account for the fact that sales have increased and raw materials are somewhat scarce. For the year ended April 30, 2011, prepaid expenses increased $9,000, and also increased $62,000 for the corresponding period last year. The main reason for the small Page 7 |
increase in prepaid expenses for the current fiscal year is that the company continues to prepay for raw materials that are coming from overseas. For the year ended April 30, 2011, accounts payable increased $71,000 as compared to a $22,000 increase for the same period the year before. The change in cash in regards to accounts payable can vary. It really depends on the time of the month the invoices are due, since the company pays all its invoices within the terms. Accrued expenses increased by $13,000 for the year ended April 30, 2011, as these expenses decreased $108,000 for the corresponding year ended April 30, 2010. The increase in accrued expenses is a direct reflection of the increase in sales. The company has more payroll and commissions that are accrued at the end of the fiscal year. Income tax payable increased $252,000 for the year ended April 30, 2011. This is in comparison to an income tax overpayment increase of $79,000 for the year ended April 30, 2010. The current increase is a reflection for the increase in sales and income that has occurred during the current fiscal year. Investing As for our investment activities, $101,000 was spent on other assets manufactured for the year ended April 30, 2011, while only $44,000 was spent on these activities during the prior fiscal year. The current year increase accounts for the fact that our Tool and Die department consists of only one employee and molds and such are taking longer to complete and capitalize. $60,000 was spent on purchases of property and equipment during the current fiscal year and $98,000 was spent during the year ended April 30, 2010. Additionally, the Company continues to purchase marketable securities, which include municipal bonds and quality stocks. Cash spent on purchases of marketable securities for the year ended April 30, 2011 was $868,000 and $2,748,000 was spent for the corresponding period last year. In addition, proceeds from the sale of marketable securities for the year ended April 30, 2011 were $1,592,000 and $747,000 for the same period last year. We use "money manager" accounts for most stock transactions. By doing this, the Company gives an independent third party firm, who are experts in this field, permission to buy and sell stocks at will. The Company pays a quarterly service fee based on the value of the investments. Furthermore, the Company continues to purchase back its common stock when the opportunity arises. For the year ended April 30, 2011, the Company purchased $77,000 worth of treasury stock and $263,000 was bought back for the year ended April 30, 2010. We have been actively searching for stockholders that have been "lost" over the years. The payment of dividends over the last six fiscal years has also prompted many stockholders and/or their relatives and descendants to sell back their stock to the Company. Financing Cash used in financing activities were $924,000 for the year ended April 30, 2011, all of which consisted of dividends paid. The company declared a dividend of $0.20 per share of common stock on September 30, 2010 and these dividends were paid by October 31, 2010. Net cash used in financing activities was $780,000 for the year ended April 30, 2010. A dividend of $0.17 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, 2011, with a net profit of 22.87% net of sales. Net sales were at $8,858,000, up 13.26% over the previous year. The company has seen increases in sales as a result of overall better economic times, as compared to the same period last year. Cost of goods sold was 52.69% of net sales for the year ended April 30, 2011 and 55.29% for the same period last year. Management has been keeping labor and other manufacturing expenses in check and with the increase in sales, the cost of goods sold percentages are getting closer to being within the desired range of 45 to 50%. Also, management raised prices at January 1, 2011. This was the first overall price increase to take place in almost 10 years. The price increase will also help increase the cost of goods sold percentage. Page 8 |
Operating expenses were 27.39% of net sales for the year ended April 30, 2011 as compared to 30.72% for the corresponding period last year. Management's goal is to keep the operating expenses around 30% or less of net sale, so the goal has been met for the current fiscal year. Income from operations for the year ended April 30, 2011 was at $1,765,000, which is a 61.33% increase from the corresponding period last year, which had income from operations of $1,094,000. Other income and expenses results for the fiscal year ended April 30, 2011 produced a gain of $843,000. This is in comparison to a gain of $1,138,000 for the fiscal year ended April 30, 2010. Dividend and interest income was $666,000, which was down 6.46% for the year. Dividend and interest expense at April 30, 2010 was $712,000. Net income for the year ended April 30, 2011 was $2,026,000, which is a 31.39% increase from the prior year, which produced a net gain of $1,542,000. Earnings per common share for the year ended April 30, 2011 were $0.40 per share. EPS for the year ended April 30, 2010 was $0.30 per share. Management expects sales to stay steady and hopefully increase for the fiscal year ending April 30, 2012. The company's main division of products that are sold (security switches) are directly tied to the housing industry. And since the housing industry's performance has improved, the company's sales have also improved in relation to the economy. We are always researching and developing new products that will help our sales increase. We have many new products (which will be discussed in detail below) that we are planning to release into the marketplace during fiscal year end 2012. Also, we are hopeful that extra growth can be achieved by volume increases with our present customers and with the addition of new customers. We have an excellent marketing department that is always on the lookout for new clients. At April 30, 2011, working capital increased by 4.39% 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 30.664 for the year ended April 30, 2011 from 37.758 for the year ended April 30, 2010. Cash and accounts receivable have increased during the current year, while marketable securities have stayed steady. Current liabilities increased almost 25% from year to year with the biggest increase coming in the form of having an income tax payable on the books for the current fiscal year. At April 30, 2011, the biggest long-term liability on the books is deferred income taxes of $53,000. New product development Mold design has been completed and production has started on the 700-Series contact switches. This series of products is a miniature surface mount contact switch with terminal blocks. This type of product has been requested by customers for some time and will be our smallest surface mount terminal switch. Splice and corner connecting pieces for the E-Z Duct Quarter Round Raceway are currently being molded. We are also working on creating a plastic housing for one of our most popular flat magnets. Engineering is completing design on a garage door alert which will monitor when the garage door has been left open and will automatically shut the door - either by a timed delay after the vehicle leaves the garage or closing at a set time everyday. Management believes this will be a good selling product as a lot of home burglaries happen through a garage door that is left open or unlocked. Engineering is creating a new water sensor made with a flexible cord. This design will contain multiple sensors to cover a large detection area, such as along the wall of a computer or utility room. Engineering is also looking to complete design on a 110-volt Current Controller which would work with our contact switches to secure the door of a storage unit and also turn on the light when the door is opened. Critical Accounting Policies The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses reported in those financial statements. These judgments can be subjective and complex, and consequently actual results could differ from those estimates. Our most critical accounting policies relate to accounts receivable; marketable securities; inventory; income taxes; and segment reporting. Accounts Receivable-Accounts receivable are customer obligations due under normal trade terms. The company sells its products to security alarm distributors, alarm installers, and original equipment manufacturers. Management performs continuing credit evaluations of its customers' financial condition and the company generally does not require collateral. The company records an allowance for doubtful accounts based on an analysis of specifically identified customer balances. The company has a limited number of customers with individually large amounts due at any given date. Any unantici- pated change in any one of these customers' credit worthiness or other matters affecting the collectibility of amounts due from such customers could have a material effect on the results of operations in the period in which such changes or events occur. After all attempts to collect a receivable have failed, the receivable is written off. Marketable securities-The Company has investments in publicly traded equity securities as well as certain state and municipal debt securities. These securities are classified as available-for-sale securities, and are reported at fair value. The Company uses the average cost method to determine the cost of securities sold and the amount reclassified out of accumulated other comprehensive income into earnings. Unrealized gains and losses are excluded from earnings and reported separately as a component of stockholder's equity. Dividend and interest income are reported as earned. In accordance with the Generally Accepted Accounting Principles in the United States (US GAAP), the Company evaluates all marketable securities for other- than temporary declines in fair value. When the cost basis exceeds the fair market value for approximately one year, management evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized position. When it is determined that a security will probably remain impaired, a recognized loss is booked and the investment is written down to its new fair value. The investments are periodically evaluated to determine if impairment changes are required. Page 10 |
Inventories-Inventories are valued at the lower of cost or market value. Costs are determined using the average cost-pricing method. The company uses standard costs to price its manufactured inventories, approximating average costs. The reported net value of inventory includes finished saleable products, work-in- process and raw materials that will be sold or used in future periods. Inventory costs include raw materials, direct labor and overhead. The Company's overhead expenses are applied based, in part, upon estimates of the proportion of those expenses that are related to procuring and storing raw materials as compared to the manufacture and assembly of finished products. These proportions, the method of their application, and the resulting overhead included in ending inventory, are based in part on subjective estimates and approximations and actual results could differ from those estimates. In addition, the Company records an inventory obsolescence reserve, which represents the cost of the inventory that has had no movement in over two years. There is inherent professional judgment and subjectivity made by management in determining the estimated obsolescence percentage. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events. Income Taxes-US GAAP requires use of the liability method, whereby current and deferred tax assets and liabilities are determined based on tax rates and laws enacted as of the balance sheet date. Deferred tax expense represents the change in the deferred tax asset/liability balances. Segment Reporting and Related Information-The Company designates the internal organization that is used by management for allocating resources and assessing performance as the source of the Company's reportable segments. US GAAP also requires disclosures about products and services, geographic area and major customers. Related Party Transactions - The Company leases a building from Ken and Bonnie Risk. Ken Risk is the Chairman of the Board and President and CEO of the company. Bonnie Risk is Ken's wife, who is also an employee of the company. This building contains the Company's sales and accounting departments, maintenance department, engineering department and some production facilities. This lease requires a minimum payment of $1,535 on a month-to-month basis. The total lease expense for this arrangement was $18,420 for the fiscal years ended April 30, 2011 and 2010. The company also leases its airplane from President and CEO Ken Risk, who is also a majority stockholder, on a month-to-month basis requiring payments of $2,250. Airplane lease expenses charged to operations for the fiscal years ended April 30, 2011 and 2010, were $27,000 for each year. During the year ended April 30, 2000, the Company paid $210,000 and the President/CEO contributed the airplane in trade for another airplane. The Company and this officer jointly own the newly purchased airplane, and will continue the lease on the officer's ownership of the plane. One of the directors of the board, Joel Wiens, is the principal shareholder of FirsTier Bank. FirsTier Bank is the financial institution the company uses for its day to day banking operations. Year end balances of accounts held at this bank are $4,468,000 for the year ended April 30, 2011 and $3,354,000 for the year ended April 30, 2010. The Company also received interest income from FirsTier Bank in the amount of $8,000 for the year ended April 30, 2011 and $31,000 for the year ended April 30, 2010. Page 11 |
Item 8 Financial Statements
Index to Financial Statements
George Risk Industries, Inc.
Page
Independent Auditor's Report 13
Balance Sheets April 30, 2011 and 2010 14
Statements of Income
For the Years Ended April 30, 2011 and 2010 16
Statements of Comprehensive Income
For the Years Ended April 30, 2011 and 2010 17
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2011 and 2010 18
Statements of Cash Flows
For the Years Ended April 30, 2011 and 2010 19
Notes to Financial Statements 21
Page 12
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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, 2011 and 2010, 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 audits in accordance with auditing standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
The company is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
company's internal control over financial reporting. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of George Risk
Industries, Inc. as of April 30, 2011 and 2010, 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
July 26, 2011
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George Risk Industries, Inc.
Balance Sheets
April 30, 2011 and 2010
2011 2010
ASSETS
Current Assets
Cash and cash equivalents $ 5,254,000 $ 3,641,000
Investments and securities 19,512,000 19,607,000
Accounts receivable:
Trade, net of $5,053 and $19,700 doubtful
account allowance for 2011 and 2010,
respectively 1,574,000 1,295,000
Other 1,000 0
Note receivable, current 5,000 11,000
Income tax overpayment 0 216,000
Inventories 1,854,000 1,968,000
Prepaid expenses 151,000 142,000
Deferred current income taxes 166,000 266,000
____________ ___________
Total Current Assets $ 28,517,000 27,146,000
Property and Equipment, net, at cost 639,000 733,000
Other Assets
Investment in Limited Land Partnership,
at cost 218,000 200,000
Projects in process 213,000 112,000
Note receivable 1,000 7,000
____________ ____________
Total Other Assets $ 432,000 $ 319,000
TOTAL ASSETS $ 29,588,000 $ 28,198,000
____________ ___________
____________ ___________
See accompanying notes to financial statements.
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George Risk Industries, Inc.
Balance Sheets
As of April 30, 2011 and 2010
Liabilities and Stockholders' Equity
2011 2010
Current Liabilities
Accounts payable, trade $ 128,000 $ 57,000
Dividends payable 483,000 395,000
Accrued expenses:
Payroll and related expenses 212,000 198,000
Income tax payable 36,000 0
__________ ___________
Total Current Liabilities $ 859,000 $ 650,000
Long-Term Liabilities
Aircraft ownership deposit payable 5,000 5,000
Deferred income taxes 53,000 75,000
___________ ___________
Total Long-Term Liabilities $ 58,000 $ 80,000
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 281,000 13,000
Retained earnings 29,115,000 28,102,000
Less: treasury stock,3,451,857 and
3,438,352 shares, at cost (3,410,000) (3,332,000)
___________ ___________
Total Stockholders' Equity $28,671,000 $27,468,000
___________ ___________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $29,588,000 $28,198,000
___________ ___________
___________ ___________
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See accompanying notes to financial statements.
George Risk Industries, Inc.
Income Statements
For the Years Ended April 30, 2011 and 2010
Year Year
Ended Ended
Apr 30,2011 Apr 30, 2010
___________ ____________
Net Sales $ 8,858,000 $ 7,821,000
Less: Cost of Goods Sold (4,667,000) (4,324,000)
___________ ___________
Gross Profit $ 4,191,000 $ 3,497,000
Operating Expenses:
General and Administrative 754,000 719,000
Sales 1,552,000 1,575,000
Engineering 74,000 63,000
Rent Paid to Related Parties 46,000 46,000
___________ ___________
Total Operating Expenses $ 2,426,000 $ 2,403,000
Income From Operations 1,765,000 1,094,000
Other Income (Expense)
Other Income 9,000 142,000
Dividend and Interest Income 666,000 712,000
Gain on Investments 168,000 277,000
Gain on Sale of Assets 0 7,000
___________ ___________
$ 843,000 $ 1,138,000
Income Before Provisions for
Income Taxes 2,608,000 2,232,000
Provisions for Income Taxes
Current Expense 696,000 525,000
Deferred tax (benefit) expense (114,000) 165,000
___________ ___________
Total Income Tax Expense 582,000 690,000
Net Income $ 2,026,000 $ 1,542,000
Basic and Diluted Earnings Per Share
of Common Stock $ 0.40 $ 0.30
Weighted Average Number of
Common Shares Outstanding 5,057,337 5,080,387
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See accompanying notes to financial statements.
George Risk Industries, Inc.
Statements of Comprehensive Income
For the Years Ended April 30, 2011 and 2010
Year Year
Ended Ended
Apr 30,2011 Apr 30, 2010
___________ ____________
Net Income $2,026,000 $ 1,542,000
__________ ___________
Other Comprehensive Income, Net of Tax
Unrealized gain (loss) on securities:
Unrealized holding gains (losses)
arising during period 558,000 1,906,000
Less: reclassification adjustment for
(gains) losses included in net income (97,000) (268,000)
Income tax expense related to other
comprehensive income (193,000) (685,000)
__________ __________
Other Comprehensive Income 268,000 953,000
Comprehensive Income $2,294,000 $2,495,000
__________ __________
__________ __________
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See accompanying notes to financial statements.
George Risk Industries, Inc.
Statement of Changes in Stockholders' Equity
For the Years Ended April 30, 2011 and 2010
Common Stock
Preferred Stock Class A
________________ ____________
Shares Amount Shares Amount
Balances, April 30,
2009 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 of tax effect - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
2010 4,100 99,000 8,502,832 850,000
________ ________ _________ ________
Purchases of common
stock - - - -
Dividend declared at
$0.20 per common
share outstanding - - - -
Unrealized gain (loss),
net of tax effect - - - -
Net Income - - - -
________ ________ _________ ________
Balances, April 30,
2011 4,100 $ 99,000 8,502,832 $850,000
________ ________ _________ ________
________ ________ _________ ________
|
See accompanying notes to financial statements.
George Risk Industries, Inc.
Statements of Changes in Stockholders' Equity
For the Years Ended April 30, 2011 and 2010
Accumulated
Treasury Stock Other
Paid-In (Common Class A) Comprehensive Retained
______________
Capital Shares Amount Income Earnings Total
$1,736,000 3,376,548 $(3,069,000) $ (940,000) $27,423,000 $26,099,000
- 61,804 (263,000) - - (263,000)
- - - - (863,000) (863,000)
- - - 953,000 - 953,000
- - - - 1,542,000 1,542,000
__________ _________ ___________ ___________ ___________ ___________
1,736,000 3,438,352 (3,332,000) 13,000 28,102,000 27,468,000
__________ _________ ___________ ___________ ___________ ___________
- 17,505 (78,000) - - (78,000)
- - - - (1,013,000) (1,013,000)
- - - 268,000 - 268,000
- - - - 2,026,000 2,026,000
__________ _________ ___________ ___________ ___________ ___________
$1,736,000 3,455,857 $(3,410,000) $ 281,000 $29,115,000 $28,671,000
__________ _________ ___________ ___________ ___________ ___________
__________ _________ ___________ ___________ ___________ ___________
|
See accompanying notes to financial statements.
George Risk Industries, Inc.
Statements of Cash Flows
Year Year
Ended Ended
Apr 30,2011 Apr 30, 2010
___________ ____________
Cash Flows from Operating Activities:
Net income $2,026,000 $1,542,000
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation 153,000 167,000
(Gain) on sale of investments (169,000) (277,000)
(Gain) on sale of property and
equipment 0 (7,000)
Bad debt expense 8,000 22,000
Reserve for obsolete inventory 33,000 41,000
Deferred income taxes (114,000) 165,000
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (287,000) (5,000)
Inventories 81,000 732,000
Prepaid expenses (9,000) (62,000)
Employee receivables (1,000) 1,000
Income tax overpayment 0 (79,000)
Increase (decrease) in:
Accounts payable 71,000 22,000
Accrued expenses 13,000 (108,000)
Income tax payable 252,000 0
__________ __________
Net cash provided by (used in)
operating activities $2,057,000 $ 2,154,000
__________ __________
Cash Flows From Investing Activities:
Other assets manufactured and purchased (101,000) (44,000)
(Purchase) of property and equipment (60,000) (98,000)
Proceeds from sale of marketable
securities 1,592,000 747,000
(Purchase) of marketable securities (868,000) (2,748,000)
(Purchase) of long-term investment (18,000) 0
(Loans) made to employees 0 (5,000)
Collections of loans to employees 12,000 7,000
(Purchase) of treasury stock (77,000) (263,000)
__________ __________
Net cash provided by (used in)
investing activities $ 480,000 ($2,404,000)
__________ __________
Cash Flows From Financing Activities:
Increase in long-term debt 0 5,000
Dividends paid (924,000) (785,000)
__________ __________
Net cash provided by (used in)
financing activities ($924,000) ($780,000)
__________ __________
Net Increase (Decrease) in Cash and
Cash Equivalents $ 1,613,000 $(1,030,000)
__________ __________
__________ __________
See accompanying notes to financial statements
Page 19
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Cash and Cash Equivalents, beginning
of period $ 3,641,000 $4,671,000
Cash and Cash Equivalents,
end of period $ 5,254,000 $3,641,000
__________ __________
__________ __________
Supplemental Disclosure for Cash
Flow Information:
Cash Payments for:
Income taxes paid $ 658,000 $ 639,000
Cash receipts for income taxes $ 214,000 $ 38,000
|
See accompanying notes to financial statements
George Risk Industries, Inc.
Notes to Financial Statements April 30, 2011
1. Nature of Business and Summary of Significant Accounting Policies
Nature of Business-The company is engaged in the design, manufacture, and marketing of computer keyboards, push-button switches, security alarm components, pool alarms and hydro sensors.
Cash and Cash Equivalents-The company considers all investments purchased with a maturity of three months or less to be cash equivalents.
Allowance for Doubtful Accounts-Accounts receivable are customer obligations due under normal trade terms. The company sells its products to security alarm distributors, alarm installers, and original equipment manufacturers. The company performs continuing credit evaluations of its customers' financial condition and the company generally does not require collateral.
The company records an allowance for doubtful accounts based on an analysis of specifically identified customer balances. The company has a limited number of customers with individually large amounts due at any given date. Any unanticipated change in any one of these customers' credit worthiness or other matters affecting the collectibility of amounts due from such customers could have a material effect on the results of operations in the period in which such changes or events occur. After all attempts to collect a receivable have failed, the receivable is written off. The company has recorded an allowance for doubtful accounts of $5,053 for the year ended April 30, 2011 and $19,700 for the year ended April 30, 2010. Bad debt expense was $8,499 and $21,915 for April 30, 2011 and 2010, respectively.
Inventories-Inventories are stated at the lower of cost or market. Cost is determined using the average cost-pricing method. The company uses standard costs to price its manufactured inventories approximating average costs.
Property and Equipment-Property and equipment are recorded at cost. Depreciation is calculated based on the following estimated useful lives using the straight-line method:
Useful
Classification Life Cost
in Years
Dies, jigs, and molds 3-7 $1,222,000
Machinery and equipment 5-10 1,134,000
Furniture and fixtures 5-10 147,000
Leasehold improvements 5-32 178,000
Buildings 20 658,000
Automotive and aircraft 3-5 398,000
Software 2-5 129,000
Land N/A 13,000
__________
Total 3,879,000
Accumulated depreciation (3,240,000)
__________
Net $ 639,000
__________
__________
|
Depreciation expense of $153,000 and $167,000 were charged to operations for the years ended April 30 2011 and 2010, respectively.
Maintenance and repairs are charged to expense as incurred, and expenditures for major improvements are capitalized. When assets are retired or otherwise disposed of, the property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is credited or charged to operations.
Advertising-Advertising costs are expensed as incurred and included in selling expenses. Advertising expense amounted to $257,000 and $334,000 for the years ended April 30 2011 and 2010, respectively.
Income Taxes-US GAAP requires use of the liability method, whereby current and deferred tax assets and liabilities are determined based on tax rates and laws enacted as of the balance sheet date. Deferred tax expense represents the change in the deferred tax asset/liability balances.
The flow-through method of accounting for tax credits has been adopted by the company. Such credits are reflected as a reduction of the provision for income taxes in the year in which they become available.
Net Income Per Common Share-Net income per common share is based on the weighted average number of common shares outstanding during each fiscal year. The dilutive effect of convertible preferred stock is reflected in diluted earnings per share by application of the if-converted method. Under this method, preferred dividends applicable to convertible preferred stock are added to the numerator and convertible preferred stock is assumed to have been converted at the beginning of the period.
Accounting Estimates-The preparation of these financial statements requires the use of estimates and assumptions including the carrying value of assets. The estimates and assumptions result in approximate rather than exact amounts.
Financial Instruments-Financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable and accounts payable. The carrying values of these financial instruments approximate fair value due to their short-term nature.
Revenue Recognition-Revenue is recognized when risks and benefits in ownership are transferred, which normally occurs at the time of shipment of products.
Comprehensive Income-US GAAP requires disclosure of total non-stockholder changes in equity in interim periods and additional disclosures of the components of non-stockholder changes in equity on an annual basis. Total non- stockholder changes in equity include all changes in equity during a period except those resulting from fiscal investments by and distributions to stockholders.
Segment Reporting and Related Information-The Company designates the internal organization that is used by management for allocating resources and assessing performance as the source of the Company's reportable segments. US GAAP also requires disclosures about products and services, geographic area and major customers. At April 30, 2011, the Company operated in two segments organized by security line products and all other products. See Note 9 for further segment information disclosures.
Reclassifications-Certain reclassifications have been made to conform to the current year presentation. The total net income and equity are unchanged due to those reclassifications.
Recently Issued Accounting Pronouncements-In January 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2010-06 (ASU 2010-06), Fair Value Measurements and Disclosures which amends ASC Topic 820, adding new requirements for disclosures for Levels 1 and 2, separate disclosures of purchases, sales, issuances, and settlements relating to Level 3 measurements and clarification of existing fair value disclosures. ASU 2010-06 is effective for interim and annual periods beginning after December 15, 2009, except for the requirement to provide Level 3 activity of purchases, sales, issuances, and settlements on a gross basis, which will be effective for fiscal years beginning after December 15, 2010 (the Company's fiscal year 2012); early adoption is permitted. The Company does not expect the adoption of ASU 2010-06 to have a material impact on its results of operations or financial position.
In February 2010, FASB issued ASU 2010-09 Subsequent Events (Topic 855):
Amendments to Certain Recognition and Disclosure Requirements ("ASU 2010-9").
ASU 2010-09 amends disclosure requirements within Subtopic 855-10. An entity
that is a SEC filer is not required to disclose the date through which
subsequent events have been evaluated. This change alleviates potential
conflicts between Subtopic 855-10 and the SEC's requirements. ASU 2010-09
is effective for interim and annual periods ending after June 15, 2010.
The Company does not expect the adoption of ASU 2010-09 to have a material
impact on its results of operations or financial position.
In April 2010, the FASB issued ASU 2010-12, "Income Taxes " (Topic 740). ASU 2010-12 amends FASB Accounting Standard Codification subtopic 740-10 "Income Taxes" to include paragraph 740-10-599-4. On March 30, 2010 The President signed the "Health Care & Education Affordable Care Act" reconciliation bill that amends its previous Act signed on March 23, 2010. FASB ASC topic 740, "Income Taxes", requires the measurement of current and deferred tax liabilities and assets to be based on provisions of enacted tax law. The effects of future changes in tax laws are not anticipated". Therefore, the different enactment dates of the Act and reconciliation measure may affect registrants with a period end that falls between March 23, 2010 (enactment date of the Act), and March 30, 2010 (enactment date of the
reconciliation measure). However, the announcement states that the SEC would not object if such registrants were to account for the enactment of both the Act and the reconciliation measure in a period ending on or after March 23, 2010, but notes that the SEC staff "does not believe that it would be appropriate for registrants to analogize to this view in any other fact patterns." The adoption of this standard did not have a material impact on our financial position and results of operations.
2. INVENTORIES Inventories at April 30, 2011 consisted of the following:
Raw materials $1,413,000
Work in process 424,000
Finished goods 220,000
__________
2,057,000
__________
Less: allowance for obsolete inventory (203,000)
__________
Totals $1,854,000
__________
__________
|
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 June 2011 and June 2042. The Company uses the average cost method to determine the cost of securities sold and the amount reclassified out of accumulated other comprehensive income into earnings. Unrealized gains and losses are excluded from earnings and reported separately as a component of stockholders' equity. Dividend and interest income are reported as earned.
As of April 30, 2011, investments available-for-sale consisted of the following:
Gross Gross
Cost Unrealized Unrealized Fair
Basis Gains Losses Value
Municipal bonds $ 9,527,000 $ 98,000 $ (199,000) $ 9,426,000
Corporate bonds $ 81,000 $ 3,000 $ 0 $ 84,000
Equity securities $ 7,993,000 $ 872,000 $ (289,000) $ 8,576,000
Money Markets and CDs $ 1,426,000 $ 0 $ 0 $ 1,426,000
Total $19,027,000 $ 973,000 $ (488,000) $19,512,000
|
The Company evaluates all marketable securities for other-than temporary declines in fair value, which are defined as when the cost basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized position. When an other-than-temporary decline is identified, the Company will decrease the cost of the marketable security to the new fair value and recognize a loss. The investments are periodically evaluated to determine if impairment changes are required. As a result of this standard, management recorded impairment losses of $11,000 for the year ended April 30, 2011 and $108,000 for the year ended April 30, 2010.
The following table shows the investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at April 30, 2011.
Less than 12 months 12 months or greater Total
Description Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss
Municipal bonds $3,185,000 $ (90,000) $1,801,000 $ (109,000) $4,986,000 $ (199,000)
Equity securities $ 677,000 $ (70,000) $1,456,000 $ (220,000) $2,133,000 $ (290,000)
Total $3,862,000 $ (160,000) $3,257,000 $ (329,000) $7,119,000 $ (489,000)
|
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, 2011.
Marketable Equity Securities
The Company's investments in marketable equity securities consist of a wide
variety of companies. Investments in these companies include growth, growth
income, and foreign investment objectives. Management has evaluated the
individual holdings, and because of the recent decline in the stock market,
does not consider these investments to be other-than-temporarily impaired
at April 30, 2011.
4. RETIREMENT BENEFIT PLAN
On January 1, 1998, the company adopted the George Risk Industries, Inc. Retirement Savings Plan (the "Plan"). The Plan is a defined contribution savings plan designed to provide retirement income to eligible employees of the company and its subsidiaries. The Plan is intended to be qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. It is funded by voluntary pre-tax contributions from eligible employees who may contribute a percentage of their eligible compensation, limited and subject to statutory limits. The Plan is also funded by discretionary matching employer contributions from the company. Employees are eligible to participate in the Plan when they have attained the age of 21 and completed one thousand hours of service in any plan year with the company. Upon leaving the company, each participant is 100% vested with respect to the participants' contributions while the company's matching contributions are vested over a six-year period in accordance with the Plan document. Contributions are invested, as directed by the participant, in investment funds available under the Plan. Matching contributions of approximately $11,000 were paid during the fiscal year ending April 30, 2011 and 2010. Discretionary contributions of approximately $1,800 and $3,700 were paid during 2011 and 2010, respectively.
5. STOCKHOLDERS' EQUITY
Preferred Stock-Each share of the Series #1 preferred stock is convertible at the option of the holder into five shares of Class A common stock and is also redeemable at the option of the board of directors at $20 per share. The holders of the convertible preferred stock shall be entitled to a dividend at a rate up to $1 per share annually, payable quarterly as declared by the board of directors. No dividends were declared or paid during the two years ended April 30, 2011.
Convertible preferred stock without par value may be issued from time to time as determined by the board of directors. Shares of different series shall be of equal rank but may vary as to terms and conditions.
Class A Common Stock-The holders of the Class A common stock are entitled to receive dividends as declared by the board of directors. No dividends may be paid on the Class A common stock until the holders of the Series #1 preferred stock have been paid a dividend for the four prior quarters and provision has been made for the full dividend in the current fiscal year.
During the fiscal year ended April 30, 2011, the Company purchased 17,505 shares of Class A common stock. Of those shares 6,200 were purchased by the Company actively seeking shares on the open market. A total of $26,350 was spent acquiring shares on the open market.
Stock Transfer Agent-The Company does not have an independent stock transfer agent. The company maintains all stock records.
6. EARNINGS PER SHARE
Basic and diluted earnings per share, assuming convertible preferred stock was converted for each period presented are:
April 30, 2011
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $2,026,000
__________
__________
Basic EPS $2,026,000 5,057,337 $.401
Effect of dilutive
Convertible Preferred
Stock - 20,500 (.002)
__________ _________ _____
Diluted EPS $2,026,000 5,077,837 $.399
__________ _________ _____
__________ _________ _____
|
April 30, 2010
___________________________________
Income Shares Per-Share
(Numerator) (Denominator) Amount
Net Income $1,542,000
__________
__________
Basic EPS $1,542,000 5,080,387 $.303
Effect of dilutive
Convertible Preferred
Stock - 20,500 (.001)
__________ _________ _____
Diluted EPS $1,542,000 5,100,887 $.302
__________ _________ _____
__________ _________ _____
|
7. COMMITMENTS, CONTINGENCIES, AND RELATED PARTY TRANSACTIONS
The Company leases a building from Ken and Bonnie Risk. Ken Risk is the Chairman of the Board and the President and CEO of the company. Bonnie Risk is Ken's wife, is also an employee of the company. This building contains the Company's sales and accounting departments, maintenance department, engineering department and some production facilities. This lease requires a minimum payment of $1,535 on a month-to-month basis. The total lease expense for this arrangement was $18,420 for the fiscal years ended April 30, 2011 and 2010.
The company also leases its airplane from President and CEO Ken Risk, who is also a majority stockholder, on a month-to-month basis requiring payments of $2,250. Airplane lease expenses charged to operations for the fiscal years ended April 30, 2011 and 2010, were $27,000 for each year. During the year ended April 30,2000, the Company paid $210,000 and the President/CEO contributed the airplane in trade for another airplane. The Company and this officer jointly own the newly purchased airplane and will continue the lease on the officer's ownership of the plane.
One of the directors of the board, Joel Wiens, is the principal shareholder of FirsTier Bank. FirsTier bank is the financial institution the company uses for its day to day banking operations. Year end balances of accounts held at this bank are $4,648,000 for the year ended April 30, 2011 and $3,354,000 for the year ended April 30, 2010. The Company also received interest income from FirstTier Bank in the amount of $8,000 for the year ended April 30, 2011 and $31,000 for the year ended April 30,2010.
8. INCOME TAXES
Reconciliation of income taxes with Federal and State taxable income:
2011 2010
____________ ____________
Income before income taxes $2,608,000 $2,232,000
State income tax deduction (136,000) (102,000)
Capital loss carryforwards
(utilized) accumulated (162,000) (360,000)
Interest and dividend income (541,000) (545,000)
Domestic production activities
deduction (180,000) (104,000)
Nondeductible expenses
and timing differences 50,000 116,000
__________ __________
Taxable income $1,639,000 $1,237,000
__________ __________
__________ __________
|
The following schedule reconciles the provision for income taxes
to the amount computed by applying the statutory rate to income
before income taxes:
Income before taxes at statutory
rate $1,090,000 $ 933,000
Increase (decrease)income
taxes resulting from:
State income taxes (57,000) (42,000)
Interest and dividend income (226,000) (228,000)
Domestic production activities (75,000) (43,000)
Deferred taxes (114,000) 165,000
Other temporary and
permanent differences (36,000) (95,000)
__________ __________
Income tax expense $ 582,000 $ 690,000
__________ __________
__________ __________
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, 2011 and 2010:
Deferred tax current assets:
Capital loss carryforward $ 337,000 $ 245,000
Accrued vacation 31,000 30,000
Accumulated unrealized (gain)/loss
on investments (202,000) (9,000)
__________ __________
Net deferred tax assets $ 166,000 $ 266,000
__________ __________
__________ __________
Deferred tax liabilities:
Depreciation (53,000) (75,000)
__________ __________
Net deferred tax liability $ (53,000) $ (75,000)
__________ __________
__________ __________
|
Of the $337,000 in current capital loss carryforwards, $177,000 of that number expires on April 30, 2013 and the rest, $160,000, expires on April 30, 2014.
9. BUSINESS SEGMENTS
The following is financial information relating to industry segments:
April 30,
2011 2010
Net revenue:
Security alarm products $ 7,791,000 $ 6,922,000
Other products 1,067,000 899,000
___________ ___________
Total net revenue $ 8,858,000 $ 7,821,000
___________ ___________
___________ ___________
Income from operations:
Security alarm products $ 1,552,000 $ 968,000
Other products 213,000 126,000
___________ __________
Total income from operations $ 1,765,000 $ 1,094,000
___________ ___________
___________ ___________
Identifiable assets:
Security alarm products $ 2,953,000 $ 2,825,000
Other products 995,000 1,029,000
Corporate general 25,640,000 24,344,000
___________ ___________
Total assets $29,588,000 $28,198,000
___________ ___________
___________ ___________
Depreciation and amortization:
Security alarm products $ 23,000 $ 25,000
Other products 100,000 112,000
Corporate general 30,000 30,000
___________ ___________
Total depreciation and
amortization $ 153,000 $ 167,000
___________ ___________
___________ ___________
Capital expenditures:
Security alarm products $ 11,000 $ 2,000
Other products 32,000 76,000
Corporate general 17,000 20,000
____________ ___________
Total capital expenditures $ 60,000 $ 98,000
____________ ___________
____________ ___________
|
10. CONCENTRATIONS
The company maintains its cash balance in a financial institution in Kimball, Nebraska. Accounts at this institution are insured by the Federal Deposit Insurance Corporation for up to $250,000. For the years ended April 30, 2011 and 2010, the Company's had uninsured balances of $4,398,000 and $3,104,000, respectively. Management believes that this financial institution is financially sound and the risk of loss is minimal. The Company also maintains cash balances in money market funds at the above-mentioned financial institution. Such balances are not insured.
The company has sales to a security alarm distributor representing 42% of total sales for the year ended April 30, 2011 and 44% for the year ended April 30, 2010. This distributor accounted for 48% and 42% of accounts receivable at April 30, 2011 and 2010, respectively.
Security switch sales made up 88% of the total sales for the fiscal year ended April 30, 2011 and 87% for the year ended April 30, 2010.
11. Fair Value Measurements
The carrying value of our cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short term nature. The fair value of our investments is determined utilizing market based information. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.
Generally accepted accounting principles in the United States of America (US GAAP) establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The levels of the fair value hierarchy under US GAAP are described below:
Level 1 Valuation is based upon quoted prices for identical instruments traded in active markets.
Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
Level 3 Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
Marketable Securities
As of April 30, 2011, our investments consisted of publicly traded equity
securities as well as certain state and municipal debt securities. Our
marketable securities are valued using third-party broker statements. The value
of the majority of securities is derived from quoted market information. The
valuations are generally classified as Level 1 given the active market for these
securities, however, for our municipal and corporate bonds, an active market
does not exist and the valuations are based on quoted prices for identical
instruments in markets that are not active, which valuations are recorded as
Level 2 in the fair value hierarchy.
Fair Value Hierarchy
The following tables set forth our assets and liabilities measured at fair value
on a recurring basis and a non-recurring basis by level within the fair value
hierarchy. As required by US GAAP, assets and liabilities are classified in
their entirety based on the lowest level of input that is significant to the
fair value measurement.
Assets Measured at Fair Value on a Recurring Basis
As of April 30, 2011
Level 1 Level 2 Level 3 Total
Assets:
Marketable Securities $10,086,000 $9,426,000 - $19,512,000
Total fair value of assets
measured on a recurring basis $10,086,000 $9,426,000 - $19,512,000
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Item 9 Disagreements on Accounting and Financial Disclosures
There were no disagreements with accountants on accounting and financial
disclosure.
Item 9A Controls and Procedures
Evaluation of disclosure controls and procedures:
Based on their evaluation of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2011,
our president and chief executive officer and our chief financial officer have
concluded that our disclosure controls and procedures are effective such that
information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is (i) recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission's
rules and (ii) accumulated and communicated to our management, including our
chief executive officer and our chief financial officer, as appropriate to allow
timely decisions regarding disclosure. A control system cannot provide absolute
assurance, however, that the objectives of the control systems are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected.
Changes in internal controls over financial reporting:
There was no change in our internal controls over financial reporting that
occurred during the period covered by this report, that has materially affected,
or is reasonably likely to materially affect, our internal controls over
financial reporting.
Management's Annual Report on Internal Control over Financial Reporting:
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) of the Exchange Act. Our internal control system was designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes, in accordance
with generally accepted accounting principles. Because of inherent limitations,
a system of internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective can
provide no reasonable assurance of achieving their control objectives. Also,
projections of any evaluation of effectiveness to future periods are subject to
the risk that controls may become inadequate due to change in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal executive officer and principal accounting officer, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on its evaluation, our management concluded that as of April 30, 2011 our internal control over financial reporting is effective.
This annual report does not include an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002, as amended, that permit the Corporation to provide only the management's report in this annual report.
Item 9B Other Information
None.
Part III
Item 10 Directors and Executive Officers of the Registrant
(a & b) Identification of Directors and Executive Officers
All of the executive officers of the corporation serve at the pleasure of the board of directors and do not have fixed terms.
The following information as of April 30, 2011 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 63 April 25, 1977
Stephanie Risk Chief Financial Officer/Director 39 August 8, 1999
Sharon Westby Secretary/Treasurer 59 June 16, 2006
Jerry Andersen Director, retired 80 August 28, 1978
Donna Debowey Director, retired GRI plant manager 73 July 12, 2005
Joel H. Wiens Vice-Chairman, FirsTier Banks 81 September 6, 2007
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The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2011:
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
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The inside directors (1), or employees of the company, do not receive additional compensation for their services. Outside directors (2) are paid $150 per meeting for their services.
(c) Identification of Certain Significant Employees None.
(d) Family Relationships Ken Risk and Stephanie Risk have a father-daughter relationship.
(e) Business Experience of Directors and Executive Officers
Ken R. Risk, chairman of the board, president and director, worked with the company after he returned from naval service for several years. His duties included the position of plant manager, and assisting in purchasing and sales aspects of the company. He left GRI in 1977 to start his own company, Platte Valley Sales, in Hastings, Nebraska. He returned to the company to assume the position of president and CEO in late 1989 after the death of his father, George Risk. He serves on various charitable and non-profit organization boards.
Mr. Risk has retained the position of President, CEO of the company because of his "common sense" approach to business. He is a grass roots leader who is interested in the day to day aspects of what his company is doing. He maintains a great working relationship with all of his department heads, ensuring that our customer service and product reliability are considered among the top in the industry.
Stephanie Risk, chief financial officer and controller, has over fifteen years of experience in the accounting field. Ms. Risk graduated from Hastings College with a degree in Accounting. Stephanie worked for Platte Valley Sales from May 1990 until January 1997 as a staff accountant. In 1997, she pursued her career with an accounting manager position at Kershner's Auto Korner. She joined the accounting staff at GRI in 1999 and then was promoted to CFO upon retirement of the prior CFO.
Ms. Risk serves on the Board of Directors of GRI, as a direct link to the financial condition of the company. She and her staff oversee all the accounting obligations of the Company. She has knowledge and experience in business outside of the company that makes her an asset to the Board.
Sharon Westby, the corporate secretary, worked at GRI right after high school for a couple of years as the personal secretary to the founder of the company, George Risk, who was president and CEO. Before she returned to the company in 1982, Sharon was a Clerk Steno 1 at Jackson County Welfare in Kansas City, MO, worked in medical records at the Kimball County Hospital in Kimball, NE, and also managed motels in Texas and Nebraska. She is the Executive Assistant to the President and CEO and Sales Administrator of the Keyboard and Switch division of GRI.
Ms. Westby continues in her position on the Board of Directors at GRI with over 25 years of experience with the company. She has seen the company through many years of ups and downs, has great knowledge of her product line and is very customer oriented in trying to sell her products to the "non-security use" industry.
Jerry Andersen, director, worked in the banking industry from 1967 until his retirement in August 2000. He was the Senior Vice President at American National Bank in Kimball, NE as well as serving several years in high positions at First State Bank in Kimball. His position with the bank for many years was as loan officer and for the last four years he held the position of Compliance Officer.
Mr. Andersen has served many years on the Board of Directors at GRI. He brings knowledge in financial and business matters to the table and although is retired, he still has an active interest in the success of the company.
Donna Debowey, director, worked in various retail stores and restaurants until she started at GRI in 1968. She started on the production line, but quickly worked her way up the ranks. She has been a Production Line Supervisor, Director of Quality Control and was named Plant Manager and Senior Vice President in 1998. She held that position until her retirement in 2003.
Ms. Debowey made the transition from employee of GRI to a member of the Board of Directors with no hesitation after her retirement. She brings her 40+ years of experience in the industry to the table and has a vested interest in seeing the continued success of the company that she helped to build.
Joel H. Wiens, director, is an entrepreneur with many business interests. He is Vice-Chairman and principal shareholder of FirsTier Banks Nebraska/Wyoming, Chairman of FirsTier II BanCorporation (which owns FirsTier Bank Nebraska/ Wyoming), Vice-Chairman and principal shareholder of FirsTier Banks Colorado, Chairman of FirsTier BanCorp (which owns FirsTier Bank Colorado), Chairman of Rite-A-Way Industries (lodging and hospitality industries), real estate investments, ranching and livestock, and insurance products.
Mr. Wiens took his place on the Board of Directors when his predecessor Mike Nelson, (who is affiliated with Mr. Wiens' financial institutions) retired from the Board to take another position within the Banks and moved away. Joel's knowledge and experience in business and industry span 50+ years and serves as a valuable asset to GRI.
(f) Involvement in Certain Legal Proceedings
None.
(g) Promoters and Control Persons
None.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended April 30, 2011, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with except as follows:
Ken R. Risk, Chairman of the Board and President, did not timely file one report on Form 4 and Form 5 pertaining to one late-reported transaction. The deemed execution date of the transaction was January 20, 2010. As of the fiscal year ended April 30, 2011, the relevant reports have not been filed.
Stephanie Risk, Chief Financial Officer and Director, has not filed her initial Form 3 or any subsequent Forms 4 or 5. As of the fiscal year ended April 30, 2011, the relevant reports have not been filed.
Sharon Westby, Secretary, has not filed her initial Form 3 or any subsequent Forms 4 or 5. As of the fiscal year ended April 30, 2011, the relevant reports have not been filed.
Donna Debowey, Director, has not filed her initial Form 3 or any subsequent Forms 4 or 5. As of the fiscal year ended April 30, 2011, the relevant reports have not been filed.
Code of Ethics and Code of Business Conduct
The company does not have a written code of ethics at this time. The company is a small business and employees know that the President of the company must approve all material business. The company also has checks and balances to make sure that there is not any fraud or illegal activities taking place.
Corporate Governance
Nominating and Compensation Committees
We do not have standing nominating or compensation committees, or committees performing similar functions. Our Board of Directors believes that it is not necessary to have a standing compensation committee at this time because our Board of Directors adequately performs the functions of such committee.
Our Board of Directors also is of the view that it is appropriate for us not to have a standing nominating committee because our Board of Directors has performed and will perform adequately the functions of a nominating committee. Our Board of Directors has not adopted a charter for the nomination committee. There have not been any defined policy or procedure requirements for stock-holders to submit recommendations or nomination for directors. Our Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.
Audit Committee
We do not have a standing audit committee at the present time. Our Board of Directors has determined that we do not have a board member that qualifies as an "audit committee financial expert" as defined in Item 401(h) of Regulation S-K, nor do we have a board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
Other Committees
All proceedings of our Board of Directors for the year ended April 30, 2011 were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the Board of Directors. Our Company currently does not have any committees.
Item 11 Executive Compensation
The following table sets forth certain information regarding the compensation paid to or accrued by the company for the chief executive officer for services rendered in all capacities during each of the company's fiscal years ended April 30, 2011 and 2010 (no other officer had compensation over $100,000):
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, 2011 $80,000 $84,000 -- -- -- -- $2,000 $166,000
Chief
Executive 2010 $76,000 $78,000 -- -- -- -- $2,000 $156,000
Officer
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Ken R. Risk does not have an employment contract with the company. He receives a base salary and bonus/commission based on a percentage of sales for the year. Other compensation consists of a yearly discretionary match by the company, which includes the unused medical reimbursement funds from the prior year, and the contribution match made by the company into the 401K plan. The match consists of 25% of the deferral that is made by the employee, up to 4% of their earnings.
Item 12 Security Ownership of Certain Beneficial Owners and Management
Below is certain information concerning persons who are known by the company to own beneficially more than 5 percent of any class of the company's voting shares on April 30, 2011.
Title Name and Address Amount of Percent
of of Beneficial Beneficial of
Class Ownership Ownership Class
Class Ken R. Risk 2,945,936 58.32%
A Kimball, NE
69145
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None of the directors or officers has the right to acquire any additional shares either directly or indirectly through any contracts or arrangements with other shareholders.
Item 13 Certain Relationships and Related Party Transactions
During each of three years ended April 30, 2011, 2010, and 2009, the company
executed transactions with related entities and individuals. Each of the
transactions was in terms at least as favorable as could be obtained from
unrelated third parties.
Related Party 2011 2010 2009 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 $ 0 $ 0 $ 3,400 Eileen M. Risk, Mother of CEO $ 0 $ 0 $ 2,400 Ken R. Risk, President and CEO $ 18,420 $ 18,420 $ 18,420 Bank Balances Joel Wiens, Director $4,648,365 $3,353,855 $4,616,381 Interest Income Joel Wiens, Director $ 8,373 $ 31,272 $ 99,826 |
Item 14 Principal Accountant Fees and Services
1)Audit Fees
For each of the last two fiscal years the company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of our annual financial statements and review of our financial statements for Form 10-Q. The amounts are listed below:
FYE 2011 $35,700 Haynie & Company FYE 2010 $34,250 Haynie & Company
2) Audit-Related Fees
The company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of the company's employee benefit plan. The amounts are listed below:
FYE 2011 $ 5,800 Haynie & Company FYE 2010 $ 5,500 Haynie & Company
3) Tax Fees
The company incurred aggregate fees or expenses for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning for the last two fiscal years. The amounts are listed below:
FYE 2011 $ 1,200 Haynie & Company FYE 2010 $ 0 Haynie & Company
4)All Other Fees
There were no other fees incurred during each of the last two fiscal years.
5) The Board of Directors, considered whether, and determined that, the auditor's provisions of non-audit services were compatible with maintaining the auditor's independence. All the services described above were approved by the Board of Directors pursuant to its policies and procedures.
Part IV
Item 15 Exhibits and Reports on Form 8-K
3.(1).a Articles of Incorporation - Filed as Exhibit 5 to the
Registrant's Form 10-K for the fiscal year ended
April 10, 1970, and incorporated by reference herein
3.(i).b Certificate of Amendment to the Articles of
Incorporation of the Registrant - Filed as Exhibit 1.2
to the Registrant's Form 10-K for the fiscal year
ended April 30, 1971, and incorporated by reference
herein
3.(ii).c By-laws - Filed as Exhibit 1.3 to the Registrant's Form
10-K for the fiscal year ended April 10, 1971, and
incorporated by reference herein
10.1 Vendor agreement dated as of February 16, 2011 between Honeywell
International, Inc., acting through the ADI business of its Security
Group ("ADI") and George Risk Industries, Inc. - filed herewith (see
footnote below)
31.1 Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer
31.2 Certification pursuant to Rule 13a-14(a) of the Chief Financial Officer
32.1 Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer
32.2 Certification pursuant to 18 U.S.C. 1350 of the Chief Financial Officer
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Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
/s/ Ken R. Risk Date Ken R. Risk, President and Chairman of the Board July 29, 2011 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
/s/ Ken R. Risk President and Date Ken R. Risk Chairman of the Board July 29, 2011 /s/ Stephanie M. Risk Chief Financial Officer Date Stephanie M. Risk and Controller July 29, 2011 /s/ Jerry Andersen Director Date Jerry Andersen July 29, 2011 /s/ Joel H. Wiens Director Date Joel H. Wiens July 29, 2011 /s/ Donna Debowey Director Date Donna Debowey July 29, 2011 |
ADI VENDOR AGREEMENT
This Agreement ("Agreement") is made between Honeywell International Inc., a Delaware corporation, acting through the ADI business of its Security group ("ADI"), having an address at 263 Old Country Road, Melville, NY 11747 and G.R.I. ("Vendor"), a corporation, having a place of business at G.R.I. Plaza, Kimball, NE 69145.
In consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agree as follows:
1. Product Terms
1.1. Grant of Product Rights. Vendor grants to ADI, and its Affiliates, the North American right to market, distribute, license, and sublicense the Vendor's products and software, including those identified on Exhibit A (which Exhibit may be amended upon notice to ADI) to this Agreement (individually a "Product" and collectively the "Products") to customers and end users ("Customers") through its standard sales channels. There are no minimum purchase requirements or exclusivity obligations in this Agreement. Affiliate shall be defined as "any person or entity directly or indirectly controlling, controlled by, or under the direct or indirect common control ADI."
1.2. Product Pricing. Vendor shall provide sufficient quantities of Products to ADI at its lowest price (including incentives, rebates and other offers) and longest payment terms then-available to similarly situated customers in similar regions purchasing similar quantities of Product on similar terms to satisfy all purchase orders submitted to it by ADI. Initial pricing for Products shall be as set forth on Exhibit A, which may be amended in accordance with the terms of this Agreement.
1.3. Product Delivery. Products shall be shipped FOB Destination to each of ADI's hub locations, with xxxxx minimum free freight for ADI US hub locations only. In all cases, title passes to ADI upon receipt and acceptance into inventory. If any Product is subject to transportation regulations as a result of such Product's composition, Vendor must notify ADI and comply with such regulations for shipment, and include any markings, paperwork or documentation (including MSDS forms in ANSI 16 Part Format) as may be required by all applicable laws. Vendor shall provide ADI with the UN/NA classification string for each Product and the following information: Country of origin (or manufacture); Harmonized Tariff Classification; Export Commodity Classification Number; and NAFTA status (together with determination methodology).
2. Purchasing
2.1. Purchase Orders. ADI shall issue a Purchase Order to Vendor for all Products (a "Purchase Order"), which shall be binding on the parties, except to the extent of any inconsistencies with this Agreement, in which case this Agreement shall govern. Vendor may only reject a Purchase Order if it cannot meet a delivery date. ADI may terminate any Purchase Order at any time without liability. Time is of the essence for all purposes in this Agreement.
2.2. Product Price Protection. Vendor shall provide at least sixty (60) days written notice to ADI of all price increases. Price decreases are immediately effective and Vendor shall provide a retroactive credit to cover all inventory ordered, on hand or in transit, including all items purchased by ADI during the sixty (60) days prior to such decrease.
2.3. Product Stock Balancing. Each calendar quarter, ADI may return to Vendor for full credit, up to twenty five percent (25%) of the aggregate dollar volume (less returns) of ADI's purchases of Products from Vendor during the preceding quarter. Products must be standard, stocked Product only, in unopened bags, date coded within 5 years prior to return.
2.4. Product Returns. ADI shall have the right to return (at Vendor's expense) any Products (in substantially complete form) for full credit in the event that such Products: (i) are defective in material or workmanship or fail to meet specifications or Purchase Order requirements, (ii) are returned due to Customer's documented dissatisfaction with the Product, excluding non-stocked, custom built, special order products or (iii) are not marked (including UPC bar code) as required by ADI. There will be no returns on discontinued or obsolete Products.
2.5. Right to Audit. ADI may audit Vendor's books and records relating to pricing of Products to ensure compliance with this Agreement. Vendor shall immediately reimburse ADI for all failures to comply, including the full cost of the audit.
3. Payment Terms
3.1. Payment Terms. ADI shall pay all invoices xxxxxxxxx from the date such Product is accepted by ADI.
3.2. Rebate. Vendor shall provide a rebate xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx.
3.3. Offset for Contributions, Discounts, Credits, Rebates and Disputes. Vendor agrees and acknowledges that ADI may set off the amounts of any claim, damage, contributions, discounts, credits, rebates and similar monies to which ADI is entitled against any of ADI's obligations (past, present or future) to Vendor. Vendor waives its rights to dispute claimed credits made by ADI if the dispute is not presented in writing within ninety (90) days from ADI's claim for credit. ADI will offset claimed credits after such 90 day period. If a dispute pertaining to any credit remains unresolved, ADI may return all Products.
3.4. Taxes. All taxes shall be included in the price, except sales, use, excise and value added taxes, each of which, to the extent applicable, shall be separately stated on an invoice. Vendor shall not charge such taxes to, or collect such taxes from ADI if ADI provides Vendor with a resale certificate, exemption certificate, direct pay permit, or other evidence of exemption.
4. Term and Termination
4.1. Term. The term of this Agreement is three (3) years (the "Initial Term") from the date executed by ADI, and shall automatically renew for successive periods of one (1) year (each, a "Renewal Term") until terminated by one party giving at least thirty (30) days written notice to the other party prior to the end of the Initial Term or any Renewal Term.
4.2. Termination. Either party may terminate this Agreement upon thirty (30) days notice in the case of breach by the other party that has not been corrected within such thirty (30) day period. ADI may immediately terminate this Agreement if Vendor is (a) insolvent or is subject to bankruptcy or receivership or (b) fails to comply with any applicable law or regulation in connection with the provision of Products. If this Agreement is terminated by Vendor, ADI shall have the option, at its sole discretion, to return any inventory for full cash credit or to continue to sell the Products previously purchased. Vendor will provide reasonable termination/expiration assistance for 6 months as requested by ADI. Notwithstanding any termination or expiration of this Agreement, those provisions which by their very nature are intended to survive the termination or expiration of this Agreement will so survive such termination or expiration.
5. Product Marketing
5.1. License of Marks. Vendor hereby grants to ADI a non-exclusive, royalty free worldwide license during the term of this Agreement, and for a reasonable period following termination to allow ADI to sell any remaining Products, to use the copyrights, trademarks, names and related designs that Vendor uses and or has created in connection with the marketing, sale and distribution of the Products.
5.2. Product Display Allowance and Point of Purchase Materials. Vendor shall provide to ADI a discount of twenty percent (20%) on the initial order of each Product that may be displayed at any branch. ADI may display such Products in its discretion, but in no case shall Vendor be obligated to provide the display allowance for more than one Product per Branch. Vendor shall supply point of purchase materials in accordance with ADI guidelines in sufficient quantities as directed by ADI for the Term.
5.3. Product Descriptions. Vendor shall provide all Product attributes, pictures and other information with respect to each of Vendor's Products, as directed by ADI, for inclusion in marketing materials and on ADI's ecommerce website. Vendor shall update such information as appropriate and provide notice to ADI of such update.
5.4. Product Changes. Vendor shall provide no less than 90 days notice to ADI prior to making material changes in the design or discontinuation of Products.
6. Representations and Warranties
6.1. Representations and Warranties. Vendor hereby represents and warrants that:
6.1.1. Conformance to Specifications. The Products will conform to the descriptions contained in their specifications, documentation or users' manuals accompanying such Products, will be merchantable and will be free from defects in materials or workmanship;
6.1.2. Compliance with Applicable Law. The Products have been manufactured, labeled, marked, packaged, shipped and invoiced in compliance with all applicable laws, rules and regulations and shall comply with the laws where ADI shall distribute the Product with regard to permitted levels of restricted or regulated hazardous substances;
6.1.3. Non-Infringement. Neither use, distribution, license, sublicenses or sale of the Product, or Vendor's support services, as contemplated herein (including by Customers) will infringe, misappropriate or otherwise violate any patent, copyright, trademark, service mark, mask work, moral right, trade secret or any other third party proprietary right; there are no inconsistencies in the software which will, either now or in the future, interfere with the license grants made in this Agreement;
6.1.4. Liens. There are no liens or encumbrances on the Products and Vendor will supply lien waivers as requested by ADI;
6.1.5. No Conflicts and Rights Vendor has not and will not make commitments to other parties which conflict with this Agreement and Vendor has the legal right to perform as required by this Agreement; and
6.1.6. Virus Scan. Vendor has used the latest technology to test the Products and such tests have not revealed the presence of any component which could damage the Products, or which could in any manner reveal, damage, destroy or alter any data or other information accessed through or processed by the Product.
6.2. Epidemic Failure. If more that 3% of any batch of Products or of the aggregate Products sold and delivered to ADI exhibit a similar failure, then an "Epidemic Failure" shall be deemed to have occurred. In the case of an Epidemic Failure, ADI shall have the right to return all Product at Vendor's cost.
7. Product Support
7.1. Product Support. Vendor shall provide telephonic support to each of ADI's customers at no charge. ADI shall not be listed as an authorized service provider for any Products.
7.2. Product Warranty. The terms and conditions of warranties on each Product are assignable to the Customers by ADI and provide for a minimum coverage equal to the greater of the Products standard warranty or of one year from date of sale of hardware and 30 days from licensure in the case of software. Vendor shall provide ADI with a Product credit for all Products accepted by ADI as bad out of box, which are ultimately determined to be defective.
8. Mutual Confidentiality
8.1. Confidentiality Obligations. ADI shall keep confidential all of Vendor's Confidential Information and Vendor shall keep confidential all of ADI's Confidential Information. The provisions of this section shall be mutual and reciprocal. ADI must approve in writing all press releases to be issued by Vendor containing any reference to ADI before publication regardless of whether it includes Confidential Information.
8.2. Use. "Confidential Information" means any information that is disclosed to the other party for the purpose of performing the obligations and fulfilling the intent and objectives of this Agreement ("Purpose"). Each party's obligations of confidentiality with respect to the other party's Confidential Information shall continue for five years from the date of receipt but a party's right to use such information shall terminate with this Agreement. Confidential Information may only be used by the recipient's authorized individuals who have an obligation to maintain the confidential nature of the material, solely in connection with the Purpose. Each Party retains ownership of its Confidential Information including, without limitation, all rights in patents, copyrights, trademarks and trade secrets. Each party shall have the right to disclose the Confidential Information as required by law upon prior notice to the disclosing party. Each party shall have the right to independently developed material without use of discloser's Confidential Information.
9. Indemnification, Limitation of Liability and Product Liability Insurance.
9.1. Indemnification. Vendor shall indemnify, defend and hold ADI harmless from
any claim, loss, damage, expense (including, without limitation, reasonable
court costs and attorneys' fees), suit, action, liability, or litigation
incurred either directly by ADI, or its affiliates, or in the form of a third
party claim by a Customer ("Indemnified Claims") which may arise out of, relate
to, or be connected in any way with (i) the transactions contemplated by or
purpose of this Agreement, including ADI's marketing and resale or sublicense
of Products, (ii) Vendor's breach of the terms of this Agreement, (iii) Vendor's
negligence, willful misconduct or claims alleging product liability, or (iv) in
the case of intellectual property, any (x) infringement, (y) unlawful disclosure
or misappropriation or (z) violation of third party intellectual property
rights. Vendor will not enter into any settlement without ADI's prior written
consent, which will not be unreasonably withheld. If any injunction or
restraining order is issued, Vendor will, at its expense, either (I) obtain for
ADI, or its Customers, the right to continue using and selling the Products or
(II) replace or modify the Products to make them non-infringing; without any
loss of functionality, including labor incurred in connection with such
replacement.
9.2. LIMITATION OF LIABILITY. IN NO EVENT SHALL ADI BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY AND ALL DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL OR LOSS OF USE OF ANY PROPERTY OR CAPITAL) EVEN IF ADI OR VENDOR HAS BEEN ADVISED OF, OR IS OTHERWISE AWARE OF, THE POSSIBILITY OF ANY SUCH DAMAGES AND/OR CLAIMS. THE EXCLUSION OF SUCH DAMAGES AND/OR CLAIMS SHALL BE DEEMED INDEPENDENT OF, AND SHALL SURVIVE, ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY UNDER ANY WARRANTY AND/OR THESE TERMS AND CONDITIONS. THESE EXCLUSIONS AND LIMITATIONS ON DAMAGES AND THE INDEMNIFICATION CONTAINED IN THIS AGREEMENT SHALL APPLY REGARDLESS OF HOW THE LOSS OR DAMAGE MAY BE CAUSED AND AGAINST ANY THEORY OF LIABILITY, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY. ADI'S LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THE AGREEMENT, OR FROM THE PERFORMANCE OR BREACH THEREOF, OR FROM THE MANUFACTURE, SALE, DELIVERY, RESALE, REPAIR OR USE OF ANY PRODUCT COVERED BY OR FURNISHED UNDER OR IN ACCORDANCE WITH THESE TERMS AND CONDITIONS SHALL IN NO CASE EXCEED $1,000.
9.3. Insurance. Vendor will maintain and carry liability insurance in an amount no less than the greater of (a) the minimum amount required by applicable law, or (b) the following coverages: commercial general liability (including product liability and, for services to be performed, completed operations liability) in a sum of no less than $2 million (can be CGL or a combination with an umbrella policy), worker's compensation in an amount no less than the applicable statutory minimum requirement, and employer's liability in an amount of no less than $1 million, all with insurance carriers with an AM Best rating of no less than A or equivalent. Prior to commencing performance under this Agreement, Vendor will furnish valid Certificates of Insurance to ADI evidencing the insurance required herein. Each Certificate of Insurance will provide that 30 days prior written notice must be given to ADI in the event of cancellation or material change of insurance coverage and must contain the following endorsements: (a) Honeywell International Inc., by and through its ADI line of business is named as an additional insured and additional loss payee on each of the liability insurance policies except Worker's Compensation; (b) the insurance carrier extends the coverage to include the contractual liability of the Vendor arising by reason of the indemnity provisions of this Agreement; and (c) the insurance carrier waives all rights of subrogation against Honeywell International Inc, by and through its ADI line of business. For avoidance of doubt, the limitations of liability set forth in this Agreement will not be construed to limit ADI's right to pursue claims payable under this Section.
10. General Provisions
10.1. Integration, Waiver, Exhibits, Assignment, Amendment and Severability. No party shall waive a provision by prior failure to enforce such provision. This Agreement may only be amended in a writing signed by authorized representatives of the parties. This Agreement and the Exhibits hereto contain all of the agreements between the parties hereto with respect to the transactions contemplated hereby and supersede all prior agreements or understandings among the parties with respect thereto. The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof. This Agreement may not be assigned in whole or in part by Vendor. Descriptive headings shall not affect the meaning or construction of the Agreement. Illegal, invalid or unenforceable provisions shall be stricken to the extent necessary to make the remaining portion of the provision legal, valid and enforceable, if possible, and all other provisions of this Agreement shall remain in full force and effect. Parties will attempt to substitute a replacement provision for the offending provision with a similar effect.
10.2. Export/Import Compliance. Vendor shall comply with all local laws and regulations applicable to the installation, use, import, export and re-export of the Products. Vendor assumes all responsibility and liability for any shipments to ADI's designated destination requiring export clearance by the country of origin or import clearance by the Bureau of Customs and Border Protection of the U.S. Department of Homeland Security. Vendor agrees to provide free of charge to ADI upon request, evidence of exportation or duty exemption and accurate and complete customs invoices acceptable to the authorities
10.3. Code of Conduct. Vendor will comply with Honeywell International Inc.'s Code of Conduct, which can be found at http://www51.honeywell.com/honeywell/ common/documents/1.4_CodeOfConduct.pdf
10.4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of New York without regard to any conflicts of law provisions and shall benefit and be binding upon the parties hereto and their respective successors and assigns. The courts within the Southern or Eastern Districts of New York shall have exclusive jurisdiction to adjudicate any dispute arising out of the validity or interpretation of this Agreement. ADI and Vendor expressly agree to exclude from this Agreement the United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto.
10.5. Counterparts and Facsimile Execution. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement. Facsimile shall constitute good and valid execution and delivery of this Agreement.
10.6. Notices. Every communication between the parties relating to the this
Agreement must be in writing and shall be deemed received when delivered either:
five (5) calendar days after mailing by certified mail, return receipt requested
and postage prepaid; or one (1) business day after deposit for next day delivery
with a commercial overnight carrier provided the carrier obtains a written
verification of receipt from the receiving party; or by facsimile transmission,
addressed to the proper party with confirmation receipt that the facsimile was
transmitted satisfactorily.
Addresses for Notices:
If to ADI:
263 Old Country Road
Melville, New York 11747
Attention: Ronnie Schauder
Facsimile: 631-692-3450
If to Vendor:
Attention:
Facsimile:
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the 16th day of February, 2011.
Honeywell International Inc., acting through Vendor name the ADI business of its Security group By __/s/ Michael Flink___ By By__/s/ Ken R. Risk Name: Michael Flink Name: Ken R. Risk Title: President ADI Americas Title President / CEO Date 02/16/2011 Date 02/15/2011 |
Exhibit 31.1
CERTIFICATION OF KENNETH R. RISK, CHIEF EXECUTIVE OFFICER,
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Kenneth R. Risk, certify that:
(1) I have reviewed this annual report on Form 10K of George Risk Industries, Inc;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-
15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business
issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the small business issuer's dis- closure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has mater- ially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
(5) The small business issuer's other certifying officer and I have dis- closed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report finan- cial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: July 29, 2011 By: /s/ Kenneth R. Risk Kenneth R. Risk Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF STEPHANIE M. RISK, CHIEF FINANCIAL OFFICER,
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephanie M. Risk, certify that:
(1) I have reviewed this annual report on Form 10K of George Risk Industries, Inc;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
(4) The small business issuer's other certifying officer and I are re- sponsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our super- vision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c) Evaluated the effectiveness of the small business issuer's dis- closure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has mater- ially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
(5) The small business issuer's other certifying officer and I have dis- closed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report finan- cial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.
Date: July 29, 2011 By: /s/ Stephanie M. Risk Stephanie M. Risk Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Kenneth R. Risk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the annual report of George Risk Industries, Inc. on Form 10K dated April 30, 2011 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10KSB fairly presents in all material respects the financial condition and results of operations of George Risk Industries, Inc.
Date: July 29, 2011 By: /s/ Kenneth R. Risk
Kenneth R. Risk
President and Chief Executive Officer
|
Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
I, Stephanie M. Risk, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the annual report of George Risk Industries, Inc. on Form 10K dated April 30, 2011 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10KSB fairly presents in all material respects the financial condition and results of operations of George Risk Industries, Inc.
Date: July 29, 2011 By: /s/ Stephanie M. Risk
Stephanie M. Risk
Chief Financial Officer
|