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EX-31 - CERTIFICATION PURSUANT TO RULE 13A-14(A) - GEORGE RISK INDUSTRIES, INC.ex31-1jan2016.txt
EX-32 - CERTIFICAITON PURSUANT TO 18 U.S.C. 1350 - GEORGE RISK INDUSTRIES, INC.ex32-1jan2016.txt

                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

                                 FORM 10-Q

(Mark One)

[ X ]     Quarterly report under Section 13 or 15(d) of the Securities Ex-
          change Act of 1934

               For the quarter ended January 31, 2016

[   ]     Transition report under Section 13 or 15(d) of the Securities Ex-
          change Act of 1934

               For the transition period from ___________ to ___________


                     Commission File Number:  000-05378


                        GEORGE RISK INDUSTRIES, INC.
     (Exact name of small business issuer as specified in its charter)

              Colorado                            84-0524756
      (State of incorporation)        (IRS Employers Identification No.)

               802 South Elm St.
                 Kimball, NE                            69145
   (Address of principal executive offices)          (Zip Code)

                               (308) 235-4645
            (Registrant's telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 is a shell company (as defined
in Rule 12b-2 of the Exchange Act.    Yes  [   ]     No  [ X ]

                    APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares of the Registrant's Common Stock outstanding, as of
March 16, 2016 was 5,023,810.

Transitional Small Business Disclosure Format:  Yes  [ X ]     No  [    ]


GEORGE RISK INDUSTRIES, INC. PART I. FINANCIAL INFORMATION Item 1. Financial Statements The unaudited financial statements for the three and nine month period ended January 31, 2016, are attached hereto.
GEORGE RISK INDUSTRIES, INC. CONDENSED BALANCE SHEETS January 31, April 30, 2016 2015 ------------ ------------ (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 5,280,000 $ 5,691,000 Investments and securities 23,468,000 25,266,000 Accounts receivable: Trade, net of $1,070 and $160 doubtful account allowance 1,638,000 2,007,000 Other 3,000 3,000 Note receivable, current -- 1,000 Income tax overpayment 797,000 534,000 Inventories, net 2,767,000 2,275,000 Prepaid expenses 79,000 108,000 Deferred income taxes 78,000 -- ------------ ------------ Total Current Assets $34,110,000 $35,885,000 Property and Equipment, net, at cost 594,000 661,000 Other Assets Investment in Limited Land Partnership, at cost 253,000 253,000 Projects in process 3,000 56,000 Other 1,000 1,000 ------------ ------------ Total Other Assets $ 257,000 $ 310,000 TOTAL ASSETS $34,961,000 $36,856,000 ============ ============ See accompanying notes to the condensed financial statements. GEORGE RISK INDUSTRIES, INC. CONDENSED BALANCE SHEETS January 31, April 30, 2016 2015 ------------ ------------ (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Accounts payable, trade $ 112,000 $ 110,000 Dividends payable 1,255,000 1,099,000 Accrued expenses: Payroll and related expenses 217,000 306,000 Property taxes 3,000 -- Deferred income taxes -- 857,000 ------------ ------------ Total Current Liabilities $ 1,587,000 $ 2,372,000 Long-Term Liabilities Deferred income taxes 94,000 115,000 ------------ ------------ Total Long-Term Liabilities $ 94,000 $ 115,000 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, 8,502,881 shares issued and outstanding 850,000 850,000 Additional paid-in capital 1,736,000 1,736,000 Accumulated other comprehensive income (15,000) 1,282,000 Retained earnings 34,182,000 33,960,000 Treasury stock, 3,479,071 and 3,477,156 shares, at cost (3,572,000) (3,558,000) ------------ ------------ Total Stockholders' Equity $33,280,000 $34,369,000 TOTAL LIABILITES AND STOCKHOLDERS' EQUITY $34,961,000 $36,856,000 ============ ============ See the companying notes to the condensed financial statements. GEORGE RISK INDUSTRIES, INC. CONDENSED INCOME STATEMENTS (Unaudited) Three months Nine months Three months Nine months ended ended ended ended January 31, January 31, January 31, January 31, 2016 2016 2015 2015 --------------------------------------------------- Net Sales $ 2,680,000 $ 8,310,000 $ 2,828,000 $ 8,847,000 Less: cost of goods sold (1,316,000) (3,864,000) (1,233,000) (4,035,000) ------------ ------------ ------------ ------------ Gross Profit $ 1,364,000 $ 4,446,000 $ 1,595,000 $ 4,812,000 Operating Expenses: General and administrative 227,000 643,000 201,000 613,000 Sales 448,000 1,428,000 522,000 1,478,000 Engineering 31,000 68,000 22,000 63,000 Rent paid to related parties 4,000 14,000 5,000 14,000 ------------ ------------ ------------ ------------ Total Operating Expenses $ 710,000 $ 2,153,000 $ 750,000 $ 2,168,000 Income From Operations 654,000 2,293,000 845,000 2,644,000 Other Income (Expense) Other 5,000 13,000 (1,000) -- Dividend and interest income 437,000 746,000 406,000 695,000 Gain (loss) on investments (242,000) (288,000) (54,000) 211,000 Gain (loss) on sale of assets -- -- 5,000 5,000 ------------ ------------ ------------ ------------ $ 200,000 $ 471,000 $ 356,000 $ 911,000 Income Before Provisions for Income Tax 854,000 2,764,000 1,201,000 3,555,000 Provisions for Income Tax Current expense 231,000 857,000 498,000 1,081,000 Deferred tax expense (benefit) (12,000) (23,000) (3,000) 15,000 ------------ ------------ ------------ ------------ Total Income Tax Expense $ 219,000 $ 834,000 $ 495,000 $ 1,096,000 Net Income $ 635,000 $ 1,930,000 $ 706,000 $ 2,459,000 ============ ============ ============ ============ Cash Dividends Common Stock ($0.34 per share) $ -- $ 1,709,000 Common Stock ($0.32 per share) $ -- $ 1,609,000 Income Per Share of Common Stock: Basic $0.13 $0.38 $0.14 $0.49 Assuming Dilution $0.13 $0.38 $0.14 $0.49 Weighted Average Number of Common Shares Outstanding: Basic 5,024,103 5,024,954 5,029,575 5,029,709 Diluted 5,044,603 5,045,454 5,050,075 5,050,209 See the accompanying notes to the condensed financial statements. GEORGE RISK INDUSTRIES, INC. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three months Nine months Three months Nine months ended ended ended ended January 31, January 31, January 31, January 31, 2016 2016 2015 2015 ---------------------------------------------------- Net Income $ 635,000 $ 1,930,000 $ 706,000 $ 2,459,000 ------------ ------------ ------------ ------------ Other Comprehensive Income, net of tax Unrealized gain (loss) on securities: Unrealized holding gains (losses) arising during period (1,385,000) (2,503,000) (359,000) 261,000 Reclassification adjustment for gains (losses) included in net income 144,000 274,000 (9,000) (640,000) Income tax benefit (expense) related to other com- prehensive income 519,000 932,000 154,000 158,000 ------------ ------------ ------------ ------------ Other Comprehensive Income $ (722,000) $(1,297,000) $ (214,000) $ (221,000) Comprehensive Income $ (87,000) $ 633,000 $ 492,000 $ 2,238,000 ============ ============ ============ ============ See accompanying notes to the condensed financial statements. GEORGE RISK INDUSTRIES, INC. CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) Nine months Nine months ended ended January 31, January 31, 2016 2015 --------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,930,000 $ 2,459,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 187,000 111,000 (Gain) loss on sale of investments 288,000 (211,000) (Gain) loss on sales of assets -- (5,000) Reserve for bad debts 1,000 (3,000) Reserve for obsolete inventory 10,000 (4,000) Deferred income taxes (23,000) 15,000 Changes in assets and liabilities: (Increase) decrease in: Accounts receivable 369,000 110,000 Inventories (502,000) (161,000) Prepaid expenses 29,000 9,000 Other receivables (1,000) (3,000) Income tax overpayment (263,000) (506,000) Increase (decrease) in: Accounts payable 2,000 112,000 Accrued expenses (86,000) (46,000) ------------ ------------ Net cash provided by (used in) operating activities $ 1,941,000 $ 1,877,000 CASH FLOWS FROM INVESTING ACTIVITIES: Other assets manufactured 53,000 (18,000) Proceeds from sale of assets -- 5,000 (Purchase) of property and equipment (119,000) (165,000) Proceeds from sale of marketable securities 63,000 26,000 (Purchase) of marketable securities (783,000) (847,000) (Purchase) of long-term investment -- (15,000) Collections of loans to employees 1,000 -- ------------ ------------ Net cash provided by (used in) investing activities $ (785,000) $(1,014,000) CASH FLOWS FROM FINANCING ACTIVITIES: (Purchase) of treasury stock (14,000) (4,000) Dividends paid (1,553,000) (1,463,000) ------------ ------------ Net cash provided by (used in) financing activities $(1,567,000) $(1,467,000) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (411,000) $ (604,000) Cash and cash equivalents, beginning of period $ 5,691,000 $ 5,872,000 ------------ ------------ Cash and cash equivalents, end of period $ 5,280,000 $ 5,268,000 ============ ============ Supplemental Disclosure of Cash Flow Information Cash payments for: Income taxes $ 1,115,000 $ 1,556,000 Interest expense $ -- $ 2,000 See accompanying notes to the condensed financial statements. GEORGE RISK INDUSTRIES, INC. NOTES TO FINANCIAL STATEMENTS JANUARY 31, 2015 Note 1 Unaudited Interim Financial Statements The accompanying financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for com- plete financial statements. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's April 30, 2015 annual report on Form 10-K. In the opinion of management, all adjustments, consisting only of normal re- curring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter are not necessarily indicative of the results for any other quarter or for the full year. Note 2 Marketable Securities The Company has investments in publicly traded equity securities, cor- porate bonds, state and municipal debt securities, real estate investment trusts, and money markets funds. The investments in securities are classi- fied as available-for-sale securities, and are reported at fair value. Available-for-sale investments in debt securities mature between February 2016 and November 2048. The Company uses the average cost method to deter- mine the cost of securities sold and the amount reclassified out of accum- ulated other comprehensive income into earnings. Unrealized gains and losses are excluded from earnings and reported separately as a component of stock- holders' equity. Dividend and interest income are reported as earned. As of January 31, 2016 and April 30, 2015, investments consisted of the following: Investments at Gross Gross January 31, 2016 Cost Unrealized Unrealized Fair Basis Gains Losses Value ------------ ------------ ------------ ------------ Municipal bonds $ 6,377,000 $ 119,000 $ (268,000) $ 6,228,000 Corporate bonds $ 30,000 $ -- $ (8,000) $ 22,000 REITs $ 72,000 $ -- $ (6,000) $ 66,000 Equity securities $14,423,000 $ 1,049,000 $ (912,000) $14,560,000 Money markets $ 2,592,000 $ -- $ -- $ 2,592,000 ------------ ------------ ------------ ------------ Total $23,494,000 $ 1,168,000 $(1,194,000) $23,468,000 Investments at Gross Gross April 30, 2015 Cost Unrealized Unrealized Fair Basis Gains Losses Value ------------ ------------ ------------ ------------ Municipal bonds $ 6,546,000 $ 115,000 $ (75,000) $ 6,586,000 Corporate bonds $ 30,000 $ -- $ (1,000) $ 29,000 REITs $ 57,000 $ 6,000 $ (7,000) $ 56,000 Equity securities $14,100,000 $ 2,354,000 $ (189,000) $16,265,000 Money markets $ 2,330,000 $ -- $ -- $ 2,330,000 ------------ ------------ ------------ ------------ Total $23,063,000 $ 2,475,000 $ (272,000) $25,266,000 In accordance the US GAAP, the Company evaluates all marketable securities for other-than temporary declines in fair value, which are defined as when the cost basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized position. When an "other-than-temporary" decline is identified, the Company will decrease the cost of the marketable security to the new fair value and recognize a real loss. The investments are periodically evaluated to determine if impairment changes are required. As a result of this standard, management recorded im- pairment losses of $46,000 for the quarter ended January 31, 2016, and re- corded impairment losses of $69,000 for the nine months ended January 31, 2016. For the corresponding periods last year, management did not record any impairment losses for the quarter ended January 31, 2015, but did record im- pairment losses of $8,000 for the nine months ended January 31, 2015. The following tables show the investments with unrealized losses that are not deemed to be "other-than-temporarily impaired", aggregated by invest- ment category and length of time that individual securities have been in a continuous unrealized loss position at January 31, 2016 and April 30, 2015, respectively. Unrealized Loss Breakdown by Investment Type at January 31, 2016 Less than 12 months 12 months or greater Total ----------------------- --------------------- --------------------- Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss ........................................................................... Municipal bonds $2,923,000 $ (245,000) $ 549,000 $ (23,000) $ 3,472,000 $ (268,000) Corporate bonds -- -- $ 22,000 $ (8,000) $ 22,000 $ (8,000) REITs $ 52,000 $ (6,000) -- -- $ 52,000 $ (6,000) Equity securities $6,420,000 $ (618,000) $1,743,000 $(294,000) $ 8,163,000 $ (912,000) ----------- ------------ ----------- ---------- ------------ ------------ Total $9,395,000 $ (869,000) $2,314,000 $(325,000) $11,709,000 $(1,194,000) Unrealized Loss Breakdown by Investment Type at April 30, 2015 Less than 12 months 12 months or greater Total ----------------------- --------------------- --------------------- Fair Unrealized Fair Unrealized Fair Unrealized Value Loss Value Loss Value Loss ........................................................................... Municipal bonds $2,743,000 $ (45,000) $ 680,000 $ (30,000) $ 3,423,000 $ (75,000) Corporate bonds 29,000 (1,000) $ -- $ -- $ 29,000 $ (1,000) REITs $ 21,000 $ (7,000) -- -- $ 21,000 $ (7,000) Equity securities $2,044,000 $ (136,000) $ 460,000 $ (53,000) $ 2,504,000 $ (189,000) ----------- ------------ ----------- ---------- ------------ ------------ Total $4,837,000 $ (189,000) $1,140,000 $ (83,000) $ 5,977,000 $ (272,000) Municipal Bonds --------------- The unrealized losses on the Company's investments in municipal bonds were caused by interest rate increases. The contractual terms of these invest- ments 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, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at January 31, 2016. Corporate Bonds --------------- The Company's unrealized loss on investments in corporate bonds relates to one bond. The contractual term of this investment does not permit the issuer to settle the security at a price less than the amortized cost of the invest- ment. Because the Company has the ability to hold this investment until a recovery of fair value, which may be maturity, the Company does not consider this investment to be other-than-temporarily impaired at January 31, 2016. Marketable Equity Securities and REITs -------------------------------------- The Company's investments in marketable equity securities and REITs consist of a wide variety of companies. Investments in these companies include growth, growth income, and foreign investment objectives. The individual holdings have been evaluated, and due to management's plan to hold onto these investments for an extended period, the company does not consider these in- vestments to be other-than-temporarily impaired at January 31, 2016. Note 3 Inventories Inventories at January 31, 2016 and April 30, 2015 consisted of the following: January 31, April 30, 2016 2015 ------------ ------------ Raw Materials $ 1,815,000 $ 1,557,000 Work in Process 541,000 466,000 Finished Goods 487,000 318,000 ------------ ------------ $ 2,843,000 $ 2,341,000 Less: allowance for obsolete inventory (76,000) (66,000) ------------ ------------ Net Inventories $ 2,767,000 $ 2,275,000 ============ ============ Note 4 Business Segments The following is financial information relating to industry segments: For the quarter ended January 31, 2016 2015 --------------------------- Net revenue: Security alarm products 2,272,000 2,239,000 Other products 408,000 589,000 ------------ ------------ Total net revenue $ 2,680,000 $ 2,828,000 Income from operations: Security alarm products 554,000 669,000 Other products 100,000 176,000 ------------ ------------ Total income from operations $ 654,000 $ 845,000 Identifiable assets: Security alarm products 3,263,000 3,901,000 Other products 1,636,000 988,000 Corporate general 30,062,000 30,813,000 ------------ ------------ Total assets $34,961,000 $35,702,000 Depreciation and amortization: Security alarm products 4,000 4,000 Other products 92,000 30,000 Corporate general 12,000 6,000 ------------ ------------ Total depreciation and amortization $ 108,000 $ 40,000 Capital expenditures: Other products 84,000 45,000 Corporate general 8,000 9,000 ------------ ------------ Total capital expenditures $ 92,000 $ 54,000 Note 5 Earnings per Share Basic and diluted earnings per share, assuming convertible preferred stock was converted for each period presented, are: For the three months ended January 31, 2016 ------------------------------------------- Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ----------- Net Income $ 635,000 =========== Basic EPS $ 635,000 5,024,103 $ 0.1264 Effect of dilutive securities: Convertible preferred stock 0 20,500 ----------- ------------- ----------- Diluted EPS $ 635,000 5,044,603 $ 0.1259 For the nine months ended January 31, 2016 ------------------------------------------- Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ----------- Net Income $1,930,000 =========== Basic EPS $1,930,000 5,024,954 $ 0.3841 Effect of dilutive securities: Convertible preferred stock 0 20,500 ----------- ------------- ----------- Diluted EPS $1,930,000 5,045,454 $ 0.3825 For the three months ended January 31, 2015 ------------------------------------------- Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ----------- Net Income $ 706,000 =========== Basic EPS $ 706,000 5,029,575 $ 0.1404 Effect of dilutive securities: Convertible preferred stock 0 20,500 ----------- ------------- ----------- Diluted EPS $ 706,000 5,050,075 $ 0.1399 For the nine months ended January 31, 2015 ------------------------------------------- Income Shares Per-share (Numerator) (Denominator) Amount ----------- ------------- ----------- Net Income $2,459,000 =========== Basic EPS $2,459,000 5,029,709 $ 0.4889 Effect of dilutive securities: Convertible preferred stock 0 20,500 ----------- ------------- ----------- Diluted EPS $2,459,000 5,050,209 $ 0.4869 Note 6 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 corporation. The Plan is intended to be qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. Matching contributions by the Company of approximately $2,000 were paid during the quarter ending January 31, 2016 and $3,000 was paid during the corresponding quarter the prior fiscal year. Likewise, the Company paid matching contributions of approximately $8,000 during both of the nine-month periods ending January 31, 2016 and 2015, respectively. Note 7 Fair Value Measurements Generally accepted accounting principles in the United States of America (US GAAP) defines fair value as 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 in- herent risk, transfer restrictions, and credit risk. US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to un- observable 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 in- struments traded in active markets. Level 2 - Valuation is based upon quoted prices for similar in- struments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all sig- nificant 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 January 31, 2016, our investments consisted of money markets, publicly traded equity securities as well as certain state and municipal debt securities. Our marketable securities are valued using third-party broker statements. The value of the majority of securities is derived from quoted market information. The inputs to the valuation are generally classified as Level 1 given the active market for these securities, however, if an active market does not exist, which is the case for municipal and corporate bonds, the inputs are recorded at Level 2. Fair Value Hierarchy -------------------- The following tables set forth our assets and liabilities measured at fair value on a recurring basis and a non-recurring basis by level within the fair value hierarchy. As required by US GAAP, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Assets Measured at Fair Value on a Recurring Basis as of January 31, 2016 --------------------------------------------------- Level 1 Level 2 Level 3 Total ------- ------- ------- ------- Assets: Municipal Bonds $ -- $ 6,228,000 $ -- $ 6,228,000 Corporate Bonds $ 22,000 $ -- $ -- $ 22,000 REITs $ 66,000 $ -- $ -- $ 66,000 Equity Securities $14,560,000 $ -- $ -- $14,560,000 Money Markets $ 2,592,000 $ -- $ -- $ 2,592,000 ------------ ------------ ---------- ------------ Total fair value of assets measured on a recurring basis $17,240,000 $ 6,228,000 $ -- $23,468,000 ============ ============ ========== ============ Assets Measured at Fair Value on a Recurring Basis as of April 30, 2015 --------------------------------------------------- Level 1 Level 2 Level 3 Total ------- ------- ------- ------- Assets: Municipal Bonds $ -- $ 6,586,000 $ -- $ 6,586,000 Corporate Bonds $ 29,000 $ -- $ -- $ 29,000 REITs $ 56,000 $ -- $ -- $ 56,000 Equity Securities $16,265,000 $ -- $ -- $16,265,000 Money Markets $ 2,330,000 $ -- $ -- $ 2,330,000 ------------ ------------ ---------- ------------ Total fair value of assets measured on a recurring basis $18,680,000 $ 6,586,000 $ -- $25,266,000 ============ ============ ========== ============ Note 8 Subsequent Events After doing much research to find what should work best for the business, the Company has made a down payment on a new ERP software system. Management is hopeful that this new system will enhance productivity and communicaiton throughout the organization.
GEORGE RISK INDUSTRIES, INC. PART I. FINANCIAL INFORMATION Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Quarterly Report on Form 10-Q, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which are subject to the "safe harbor" created by those sections. Any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as "may," "will," "could," "would," "should," "anticipate," "expect," "intend," "believe," "estimate," "project" or "continue," and the negatives of such terms are intended to identify forward-looking statements. The information included herein represents our estimates and assumptions as of the date of this filing. Unless required by law, we undertake no obliga- tion to update publicly any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The following discussion should be read in conjunction with the attached condensed consolidated financial statements, and with the Company's audited financial statements and discussion for the fiscal year ended April 30, 2015. Executive Summary ~~~~~~~~~~~~~~~~~ The Company's performance has declined slightly through the three quarters, with reduced sales and mediocre investment returns. New challenges the Company has endured over the nine months of this fiscal year include the burden of regulatory requirements of the Affordable Care Act, and the in- crease in the minimum wage requirements, as well as selection and implementation of new hardware and software systems which will enhance productivity and communication throughout the organization. Results of Operations ~~~~~~~~~~~~~~~~~~~~~ * Gross profit showed a 7.61% decrease year-to-date over the same period in the prior year due to a decrease in sales and an increase in cost of goods sold. Management has found out that there is some new com- petition in the marketplace, but we expect to strive with our commit- ment to outstanding customer service and quality manufacturing that takes place in the United States. * Cost of goods sold remained steady throughout the nine months ended January 31, 2016 at 46.50% of sales, compared to 45.61% in the prior year, keeping well within the target of less than 50%. * Operating expenses were down approximately $15,000 for the nine month period ended January 31, 2016 as compared to the corresponding period last year. The decrease in these expenses are primarily due to de- creased commissions directly related to the decrease in sales. The Company has been able to keep the operating expenses at less than 30% of net sales over the last several years; and the Company has been adapting to the new costs incurred from the Affordable Care Act and the State of Nebraska regulatory increase of the minimum wage. * Income from operations for the nine months ended January 31, 2016 was at $2,293,000, a 13.28% decrease from the corresponding period last year, which had income from operations of $2,644,000. * Other income and expenses decreased, when comparing the current nine month period to the prior year, with a decrease of $440,000 in the current year. The majority of activity in these accounts consists of investment interest, dividends, and gain or loss on sale of invest- ments. * Overall net income for the nine month period ended January 31, 2016 was down $529,000, or 21.51%, from the same period in the prior year. * Earnings per share for the nine months ended January 31, 2016 were $0.38 per common share and $0.49 per common share for the same period in the prior year. Liquidity and capital resources ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ Operating --------- * Net cash decreased $411,000 during the nine months ended January 31, 2016 as compared to a decrease of $604,000 during the corresponding period last year. * Accounts receivable decreased $369,000 for the nine months ended January 31, 2016 compared with an $110,000 decrease for the same period last year. Approximately $1,070 of accounts over 90 days have a possibility of being uncollectible. * Inventories increased during the current and prior nine month periods showing an increase of $502,000 in the current period compared to a $161,000 increase in the prior period. These increases are attributable to past buying trends, since there had been increases in sales with the last year, and some vendors' price increases. * Prepaid expenses saw a $29,000 decrease for the current nine months, primarily due to the recording of the regular monthly expenses of doing business and only having to renew one service agreements over the last nine months. Conversely, the prior nine months showed a $9,000 decrease in prepaid expenses. * Income tax overpayment for the nine months ended January 31, 2016, in- creased $263,000, while the overpayment increased $506,000 for the same period the prior year. * Accounts payable shows increases for both nine month periods at $2,000 and $112,000, respectively. The company strives to pay all invoices within terms, and the variance in increases is primarily due to the timing of receipt of products and payment of invoices. * Accrued expenses decreased $86,000 for the current nine month period as compared to a $46,000 decrease for the nine month period ended January 31, 2015. Investing --------- * As for our investment activities, the Company spent approximately $119,000 on acquisitions of property and equipment for the current nine month period, in comparison with the corresponding nine months last year, where there was activity of $165,000. * Additionally, the Company continues to purchase marketable securities, which include municipal bonds and quality stocks. During the nine month period ended January 31, 2016 there was quite a bit of buy/sell activity in the investment accounts. Net cash spent on purchases of marketable securities for the nine month period ended January 31, 2016 was $783,000 compared to $847,000 spent in the prior nine month period. We continue to use "money manager" accounts for most stock trans- actions. 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. Financing --------- * The Company continues to purchase back common stock when the opportunity arises. For the nine month period ended January 31, 2016, the Company purchased $14,000 worth of treasury stock, as compared to $4,000 in the same nine months period the prior year. * The company paid out dividends of $1,553,000 during the nine months ending January 31, 2016. These dividends were paid during the second quarter. The company declared a dividend of $0.34 per share of common stock on September 30, 2015 and these dividends were paid by October 31, 2015. As for the prior year numbers, dividend paid was $1,463,000 for the nine months ending January 31, 2015. A dividend of $0.32 per common share was declared and paid during the second fiscal quarter last year. The following is a list of ratios to help analyze George Risk Industries' performance: For the quarter ended January 31, 2016 2015 --------------------------- Working capital (current assets - current liabilities) $ 32,523,000 $ 32,546,000 Current ratio (current assets / current liabilities) 21.493 16.047 Quick ratio ((cash + investments + AR) / current liabilities) 19.147 14.679 New Product Development ~~~~~~~~~~~~~~~~~~~~~~~ The Company and its' engineering department continue to develop enhance- ments to product lines, develop new products which complement existing prod- ucts, and look for products that are well suited to our distribution network and manufacturing capabilities. Items currently in the development process include: * Wireless contact switches, Wi-Fi to enable monitoring of sensors from a smartphone, pool alarms and environmental sensors are in development * Slim-line face plate for pool alarms that will also allow homeowner to change the plate to match their decor * The High Security Switch is near completion with testing being done on it now. * The redesign of our Current Controller is complete and is ready to be sent off for U.L. approval. This will allow us to manufacture several different versions, including a 15 amp version that would auto- matically turn on a whole room of lights and a 220-volt version for international markets. 12 and 24-volt versions are also being de- veloped in response to many requests to turn on LED lighting. * Redesign of our very popular, top selling resistor packs. The new de- sign will be more automated to produce more in a shorter timeframe. * Modification of our E-Z Duct connectors to be able to be U.L. listed for fire rating and high voltage. * Redesign for the cover of the 29-Series terminal switch * Redesign of our M-4532 overhead door magnet to allow installers to replace existing competitor magnets with our product. * New float water sensor that will monitor water levels in livestock tanks and sump pumps * Fuel level monitor -- With fuel theft being a major problem around the world, we are crafting a monitor to tie into the security system to alarm if tanks or trucks are tampered with. Other Information ~~~~~~~~~~~~~~~~~ In addition to researching and developing new products, management is always open to the possibility of acquiring a business or product line that would complement our existing operations. Due to the Company's strong cash position, management believes this could be achieved without the need for outside financing. The intent is to utilize the equipment, marketing tech- niques and established customers to increase sales and profits. There are no known seasonal trends with any of GRI's products, since we sell to distributors and OEM manufacturers. Our products are tied to the housing industry and will fluctuate with building trends. Recently Issued Accounting Pronouncements ~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~ In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of this update is to provide a robust framework for addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance. This update is effective in annual reporting periods beginning after December 15, 2017 and the interim periods within that year. The Com- pany is evaluating the impact of this update on the Company's financial statements. In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Balance Sheet Classification of Deferred Taxes. This update re- quires an entity to classify deferred tax liabilities and assets as non- current within a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2016. This update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. Early application is permitted as of the beginning of the interim or annual reporting period. The Company is evaluating the impact of this update on the Company's financial statements.
GEORGE RISK INDUSTRIES, INC. PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable Item 4. Controls and Procedures (a) Information required by Item 307 Our Chief Executive Officer (also working as our Chief Financial Officer), after evaluating the effectiveness of the Company's "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 (Exchange Act) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this quarterly report, has concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures re- quired by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15. (b) Information required by Item 308 This disclosure is not yet required. Item 4A. Controls and Procedures Evaluation of disclosure controls and procedures: ------------------------------------------------- As of theend of the period covered by the Quarterly Report on Form 10-Q, management performed, with the participation of our Chief Executive Officer (who also serves as our Chief Financial Officer), an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 ("Exchange Act"). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Exchange Act and SEC's rules, and that such information is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required dis- closures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possiblity of human error and the circumvention of overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only pro- vide reasonable assurance of achieving their control objectives. Our Chief Executive Officer concluded that, as of January 31, 2016, our disclosure con- trols and procedures were not effective. Changes in internal controls over financial reporting: ------------------------------------------------------ The Company's management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, Management conducted an evaluation of internal controls based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). The results of this evaluation determined that our internal control over financial reporting was ineffective as of January 31, 2016, due to a material weakness. A material weakness in internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. Management's assessment identified the following material weakness in internal control over financial reporting: * The small size of our Company limits our ability to achieve the desired level of separation of internal controls and financial reporting, particularly as it relates to financial reporting and deferred taxes. Due to the departure of the Controller, the current CEO and CFO roles are being fulfilled by the same individual. We do not have an audit committee. Until such time as the Company is able to hire a Con- troller, we do not believe we meet the full requirement for separation for financial reporting purposes. As a result of the material weakness in internal control over financial re- porting described above, the Company's management has concluded that, as of January 31, 2016, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Frame- work issued by the COSO. To date, the Company has hired a person to fill the controller position, but more training will be required to fulfill diclosure control and procedure responsibilites. We will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that: * Pertain to the maintenance of records in reasonable detail accurately that fairly reflect the transactions and dispositions of the Company's assets; * Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that re- ceipts and expenditures are being made only in accordance with author- izations of management and the Board of Directors; and * Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements. This quarterly report does not include an attestation report of the Corpor- ation'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 permits the Cor- poration to provide only the management?s report in this quarterly report.
GEORGE RISK INDUSTRIES, INC. Part II. OTHER INFORMATION Item 1. Legal Proceedings Not applicable Item 2. Unregistered Sales of Equity Securities and Use of Proceeds The following table provides information relating to the Company's repurchase of common stock for the third quarter of fiscal year 2015. Period Number of shares repurchased -------------------------------------- ---------------------------- November 1, 2015 - November 30, 2015 500 December 1, 2015 - December 31, 2015 900 January 1, 2016 - January 31, 2016 - Item 3. Defaults upon Senior Securities Not applicable Item 4. Mine Safety Disclosures Not applicable Item 5. Other Information Not applicable Item 6. Exhibits and Reports on Form 8-K Exhibit No. Description ----------- ----------- 31.1 Certification of the Chief Executive Officer (Principal and Accounting Officer), as required by Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of the Chief Executive Officer (Principal and Accounting Officer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES Pursuarnt to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. George Risk Industries, Inc. (Registrant) Date: March 16, 2016 By: /s/ Stephanie M. Risk-McElroy Stephanie M. Risk-McElroy President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board