UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10–K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2019
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to _________
Commission File Number: 000–05378
George Risk Industries, Inc.
(Exact name of registrant as specified in its charter)
| Colorado | 84–0524756 | |
| (State of incorporation) | (IRS Employer Identification No.) | |
802 South Elm St., Kimball, NE (Address of principal executive offices) |
69145 (Zip Code) |
Registrant’s telephone number (308) 235–4645
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered | |
| None | None |
Securities registered under Section 12(g) of the Act:
Class A Common Stock, $.10 par value
(Title of class)
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 (§ 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 (§ 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”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |||
| Non-accelerated filer [ ] | Smaller reporting company [X] | |||
| (Do not check if smaller reporting company) | Emerging growth company [ ] | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
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 August 6, 2019, of the common stock (based on the average of the bid and asked prices of the shares on the OTCM 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 $16,623,000.
The number of outstanding shares of the common stock as of August 6, 2019 was 4,952,310.
EXPLANATORY NOTE
On August 13, 2019, George Risk Industries, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2019 (the “Original Form 10-K” or “Original Filing”). This Amendment No. 1 amends the Original Form 10-K to give effect to the phase in of FASB ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”) in the financial statements included in the Original Filing.
All amendments and restatements to the financial statements are non-cash in nature.
Restatement
As further discussed in Note 13 to our financial statements in Part I, Item 8, “Financial Statements” of this Amendment, on March 4, 2020, we concluded that we would restate our previously issued financial statements for the fiscal year ended April 30, 2019, as set forth in the Original Filing in connection with our failure to give effect to the phase in of ASU 2016-01 in the financial statements included in the Original Form 10-K.
Amendment
The purpose of this Amendment is to restate our previously issued financial statements and related disclosures for the fiscal year ended April 30, 2019 in connection with the application of ASU 2016-01. This Amendment also includes (a) an amended Part I, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to reflect the correction of the error described above.
Except as expressly set forth herein, including in the notes to the financial statements, this Amendment does not reflect events occurring after the date of the Original Filing or modify or update any of the other disclosures contained therein in any way other than as required to reflect the amendment discussed above. Accordingly, this Amendment should be read in conjunction with the Original Filing and our other filings with the Commission. Information not affected by the restatement is unchanged and reflects disclosures made at the time of the filing of the Original Filing.
Items Amended in this Filing
For reasons discussed above, we are filing this Amendment in order to amend the following items in our Original Filing to the extent necessary to reflect the adjustments discussed above and make corresponding revisions to our financial data cited elsewhere in this Amendment in connection with the application of ASU 2016-01 in this Amendment that was not previously applied:
Part I, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part I, Item 8. Financial Statements
| 2 |
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. We do not intend to update any of the forward-looking statements to conform these statements to actual results except as required by applicable law, including the securities laws of the United States.
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, EZ Duct wire covers, water sensors and wire and cable installation tools.
Products, Market, and Distribution
The Company designs, manufactures, and sells computer keyboards, push-button switches, burglar alarm components and systems, pool alarms, water sensors, and wire and cable installation tools. Their Telemark division, which concentrates on selling products for security purposes, comprises of approximately 94 percent of net revenues and are sold through distributors and alarm dealers/installers.
The security segment has approximately 1,000 current customers. One of the distributors, Ademco, Inc. (previously known as ADI), accounts for approximately 41.4 percent of the Company’s sales of these products. Anixter, Inc. (which finalized the purchased Tri Ed Distribution in 2018) accounts for another 10.7 percent of Company sales. Loss of these distributors would be significant to the Company. However, both companies have purchased from the Company for many years and are expected to continue. Also, the Company has a written agreement with Ademco. This agreement was signed in February 2011 and was initiated by the customer. The contents of the agreement include product terms, purchasing, payment terms, term and termination, product marketing, representations and warranties, product support, mutual confidentiality, indemnification and insurance, and general provisions.
The keyboard segment has approximately 800 customers. Keyboard products are sold to original equipment manufacturers to their specifications and to distributors of off-the-shelf keyboards of proprietary design.
Competition
The Company has intense competition in the keyboard and burglar alarm lines.
The burglar alarm segment has approximately eight major competitors. The Company competes well based on price, product design, quality, customization and prompt delivery.
| 3 |
The competitors in the keyboard segment are larger companies with automated production facilities. GRI has emphasized small custom order sales that many of its competitors decline or discourage.
Research and Development
The Company performs research and development for its customers when needed and requested. Costs in connection with such product development have been borne by the customers. Costs associated with the development of new products are expensed as incurred.
Employees
GRI has approximately 175 employees.
| Item 2 | Properties |
The Company owns the manufacturing and some of the office facilities. Total square footage of the plant in Kimball, Nebraska is approximately 50,000 sq. ft. Additionally, the Company leases 15,000 square feet for $1,535 per month with Bonita Risk. Bonita Risk is a director of the Company.
The Company also owns a building in Gering, NE that is 7,200-sq. ft. in size. This is used for manufacturing. Currently, there are 35 employees at the Gering site.
| Item 3 | Legal Proceedings |
None.
| Item 4 | Submission of Matters to a Vote of Security Holders |
Not applicable.
| 4 |
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
| 2019 Fiscal Year | High | Low | ||
| May 1—July 31 | 8.68 | 8.25 | ||
| August 1—October 31 | 8.70 | 8.10 | ||
| November 1—January 31 | 8.66 | 8.05 | ||
| February 1—April 30 | 8.70 | 8.05 |
| 2018 Fiscal Year | High | Low | ||
| May 1—July 31 | 8.50 | 8.05 | ||
| August 1—October 31 | 8.50 | 8.02 | ||
| November 1—January 31 | 8.45 | 7.90 | ||
| February 1—April 30 | 8.70 | 8.20 |
On September 30, 2018, a dividend of $.38 per common share was declared for the fiscal year ended April 30, 2019.
For the prior fiscal year, a dividend of $.36 per common share was declared on September 30, 2017.
The number of holders of record of the Company’s Class A Common Stock as of April 30, 2019, was approximately 1,140.
Repurchases of Equity Securities
On September 18, 2008, the Board of Directors approved an authorization for the repurchase of up to 500,000 shares of the Company’s common stock. Purchases can be made in the open market or in privately negotiated transactions. The Board did not specify an expiration date for the authorization.
The following tables show repurchases of GRI’s common stock made on a quarterly basis:
| 2019 Fiscal Year | Number of shares repurchased | |
| May 1—July 31 | 650 | |
| August 1—October 31 | 5,800 | |
| November 1—January 31 | 937 | |
| February 1—April 30 | 2,100 |
| 2018 Fiscal Year | Number of shares repurchased | |
| May 1—July 31 | 325 | |
| August 1—October 31 | 0 | |
| November 1—January 31 | 100 | |
| February 1—April 30 | 850 |
There are still approximately 254,000 shares available to be repurchased under the current resolution.
| 5 |
| Item 6 | Selected Financial Data |
As a smaller reporting company, we are not required to respond to this item.
| Item 7 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Executive Overview
George Risk Industries, Inc. (GRI) (the “Company”) is a diversified manufacturer of electronic components, encompassing the security industry’s widest variety of door and window contact switches, environmental products, wire and cable installation tools, proximity switches and custom keyboards. The security products division comprises the largest portion of GRI sales and products are sold worldwide through distributors, who in turn sell these products to security installation companies. These products are used for residential, commercial, industrial and government installations. International sales accounted for approximately 11.4% of revenues for fiscal year 2019 and 13.0% for 2018.
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 holding have a material impact on the financial results. For the fiscal year ending April 30, 2019, other income accounted for 23.97% of income before income taxes. In comparison, other income accounted for 29.72% of the income before income taxes for the year ending April 30, 2018. Management’s philosophy behind having holdings in marketable securities is to keep the money working and gaining interest on the cash that is not needed to be put back into the business. And over the years, the investments have kept the earnings per share up when the results from operations have not fared as well.
Management is always open to the possibility of acquiring a business that would complement our existing operations, which is exactly what took place in October 2017 when the Company purchased substantially all of the assets from Labor Saving Devices, Inc. (“LSDI”) and Roy Bowling (“Bowling”).
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 by $579,000 during the year ended April 30, 2019 compared to a decrease of $2,162,000 during the year ended April 30, 2018. Accounts receivable increased by $155,000 during the current year while showing a $701,000 increase in the prior year. The current smaller increase in cash flow from accounts receivable is result of collecting on accounts at a slightly faster pace than last year. At April 30, 2019, 72.17% of receivables were less than 60 days and 5.87% were over 90 days. In comparison, 71.05% of the receivables were considered current (less than 60 days) and 10.81% of the total were over 90 days past due for the prior year during the same period.
Inventories increased by $1,316,000 in fiscal year ended April 30, 2019 while the prior year showed an increase of $980,000 at year end. The current year increase is a result of having inventory available in relation to the increase in sales.
Prepaid expenses decreased by $207,000 while they increased $403,000 in the current and prior year, respectively. The decrease in the current year is due not having as many prepayments of raw materials at year end and not having to renew multi-year subscriptions.
| 6 |
Income tax overpayments decreased by $489,000 for the year ended April 30, 2019. This decrease in the current year is a result of having more sales and income in comparison to the calculated income tax estimates.
For the year ended April 30, 2019, accounts payable decreased by $130,000 as compared to an increase of $268,000 for the same period the year before. The change in cash with regards to accounts payable is largely based on timing. Payables are paid within terms and fluctuate based primarily on inventory needs for production. Accrued expenses increased $15,000 for the year ended April 30, 2019, due to an increase in commissions over the prior year.
Investing
As for investment activities, $154,000 was spent on purchases of property and equipment during the current fiscal year, compared to $533,000 during the year ended April 30, 2018. Most of these capitalized costs were purchases of new machinery and equipment. 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, 2019 was $942,000 versus the $767,000 spent for the corresponding period last year. Conversely, net proceeds from the sale of marketable securities were $766,000 and $2,033,000 at April 30, 2019 and 2018, respectively. The Company uses “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 quarterly service fees based on the value of the investments.
Financing
Cash used in financing activities consists of two items. First, for the year ended April 30, 2019, $1,752,000 was spent on the payment of dividends. The Company declared a dividend of $0.38 per share of common stock on September 30, 2018 for the current year, while a $0.36 per share of common stock dividend was declared on September 30, 2017 was issued in the prior year. Furthermore, the Company continues to purchase back its common stock when the opportunity arises. For the year ended April 30, 2019, the Company purchased $79,000 of treasury stock and $10,000 was bought back for the year ended April 30, 2018. We have been actively searching for stockholders that have been “lost” over the years. The payment of dividends over the last fourteen fiscal years has also prompted many stockholders and/or their relatives and descendants to sell back their stock to the Company.
At April 30, 2019, working capital increased 6.096% 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 increased to 15.316 for the year ended April 30, 2019 compared to 14.703 for the year ended April 30, 2018.
Results of Operations
GRI completed the fiscal year ending April 30, 2019 with a net profit of 25.47% of net sales. Net sales were at $14,126,000, up 18.397% over the previous year. The increase in sales is a combined result of having a whole year of a new product line to sell (our cable and wiring tools product line) and continued growth with the legacy product lines. Cost of goods sold was 51.86% of net sales for the year ended April 30, 2019 and 52.94% for the same period last year. Management’s goal is to keep the cost of goods sold percentage of less than 50%, but since wages and other expenses have increased while the Company’s prices haven’t increased to customers is the reason why the cost of goods percentage is just past Management’s goal.
Operating expenses were 24.73% of net sales for the year ended April 30, 2019 as compared to 26.18% for the corresponding period last year. Management’s goal is to keep the operating expenses around 30% or less of net sales, so the goal has been met for the current fiscal year. Income from operations for the year ended April 30, 2019 was at $3,306,000, which is a 32.66% increase from the corresponding period last year, which had income from operations of $2,492,000.
Other income and expense results for the fiscal year ended April 30, 2019 produced a gain of $1,486,000. This is in comparison to a gain of $1,054,000 for the fiscal year ended April 30, 2018. Dividend and interest income was $981,000, which is up 2.19% over the prior year. Dividend and interest income at April 30, 2018 was $960,000. Investments in marketable securities are presented at fair value and an unrealized gain or loss is recorded within the statements of operations, a non-cash entry, at each period beginning May 1, 2018 and previously recorded unrealized gain or loss in other comprehensive income (loss). Net gain on the sale of investments for the current fiscal year was $61,000, which is a 69.5% decrease over the prior year. Net gain on the sale of investments for the fiscal year ending April 30, 2018 was $200,000.
| 7 |
Net income for the year ended April 30, 2019 was $3,598,000, which is up 41.32% from the prior year, which produced net income of $2,546,000. Basic and diluted earnings per common share (EPS) for the year ended April 30, 2019 was $0.73 and $0.72 per share, respectively. Basic and diluted earnings per common share (EPS) for the year ended April 30, 2018 was $0.51 per share.
Management is hopeful that sales will continue to increase for the fiscal year ending April 30, 2020. With the purchase of the assets from Labor Saving Devices, Inc., the Company has seen an overall increase in sales, and we have also seen growth in our existing product lines as well. Our Security sales division, which is our largest sales generator, is directly tied to the housing industry and we normally experience the same fluctuations. We are always researching and developing new products that will help our sales increase. While only a few new or improved products were successfully launched in fiscal year 2019, we are confident that more new products will be released soon, and we are searching for products that complement our current offerings. 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 techniques and established customers to deliver new products and increase sales and profits.
New product development
The GRI Engineering department continues to develop enhancements to our existing products as well as to develop new products that will continue to secure our position in the industry.
A new face plate for our pool alarms is nearing completion. The innovative design is slim in style and will also allow the homeowner to change the plate to match their décor.
An updated version of the pool access alarm is currently going through electrical listing testing. This next-generation model combines our battery operated DPA series with our hard wired 289 series. A variety of installation options will be available through jumper pin settings.
Engineering continues to work on a high security switch. A triple biased high security switch design nearly complete and an adjustable magnet design was completed for recessed mounting applications.
Wireless technology is a main area of focus for product development. We are looking into adding wireless technology to some of our current products. A wireless contact switch is in the final stages of development. Also, we are working on wireless versions of our Pool Alarm and environmental sensors that will be easy to install in current construction. We are also concentrating on making products compatible with Wi-Fi, smartphone technology and the increasing popular Z-Wave standard for wireless home automation.
There have been several new products that have been introduced for our cable and wiring tools segment. They are listed below:
Black Light Rod Kits; these Fiberfuse™ rod kits are vibrant green in daylight, invisible in the dark, yet glow brilliantly under a black light flashlight. These kits are available in two popular sizes; 30’ & 36’. Used for surveillance wiring by security companies, private detectives and government agencies for top secret and covert installations.
Auto Noodle with Retriever Loop; the Auto Noodle is a coated, pliable 24” long noodle with an attachable, flexible loop perfect for tying wires to push or pull through difficult and hard to reach areas such as engines, dashboards, under seats, etc. The other end has a strong neodymium magnet which comes in handy for picking up dropped screws, bolts and even tools. The Auto Noodle is great for coach builders, recreational vehicles, agricultural equipment, trailers and much more.
| 8 |
We have reconfigured and reintroduced several of the popular Labor Saving Device’s Tool Kits; the Basic Installer Apprentice Kit, the All-Tool Mate Standard Threaded Tool Kit and the Roy Rods All-Tool Mate Master Tool Kit which is quick connect compared to the threaded. These kits contain a variety of must have LSDI products including Fiberfuse ™ rods, drill bits, soldering kits and tools in a convenient carrying case.
Critical Accounting Policies
The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States. The preparation of these financial statements requires the use of 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. The 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 unanticipated change in any one of these customers’ credit worthiness or other matters affecting the collectability of amounts due from such customers could have a material effect on the results of operations in the period in which such changes or events occur. After all attempts to collect a receivable have failed, the receivable is written off.
Marketable securities—The Company has investments in publicly traded equity securities, state and municipal debt securities, corporate bonds and real-estate investment trusts (REITs). The investments in securities are reported at fair value. The Company uses the average cost method to determine the cost of securities sold and any unrealized gains or losses on equity securities are reported in the respective period’s earnings. Unrealized gains and losses on debt securities are excluded from earnings and reported separately as a component of stockholder’s equity. Dividend and interest income are reported as earned.
In accordance with the Generally Accepted Accounting Principles in the United States (US GAAP), the Company evaluates all marketable securities for other-than temporary declines in fair value. When the cost basis exceeds the fair market value for approximately one year, management evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized position. When it is determined that a security will probably remain impaired, a recognized loss is booked and the investment is written down to its new fair value. The investments are periodically evaluated to determine if impairment changes are required.
Inventories—Inventories are valued at the lower of cost or market value. Costs are determined using the average cost-pricing method. The Company uses standard costs to price its manufactured inventories, approximating average costs. The reported net value of inventory includes finished saleable products, work-in-process and raw materials that will be sold or used in future periods. Inventory costs include raw materials, direct labor and overhead. The Company’s overhead expenses are applied, based in part, upon estimates of the proportion of those expenses that are related to procuring and storing raw materials as compared to the manufacture and assembly of finished products. These proportions, the method of their application, and the resulting overhead included in ending inventory, are based in part on subjective estimates and approximations and actual results could differ from those estimates.
In addition, the Company records an inventory obsolescence reserve, which represents the cost of the inventory that has had no movement in over two years. There is inherent professional judgment and subjectivity made by management in determining the estimated obsolescence percentage. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events.
| 9 |
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 Bonita Risk. Bonita Risk is a director and an employee of the Company and is the majority holder of George Risk Industries, Inc. stock. 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 each of the fiscal years ended April 30, 2019 and 2018.
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 $4,224,000 for the year ended April 30, 2019 and $3,819,000 for the year ended April 30, 2018. The Company also received interest income from FirsTier Bank in the amount of approximately $63,400 for the fiscal year ended April 30, 2019 and approximately $33,200 was received for the fiscal year ended April 30, 2018.
| 10 |
| Item 8 | Financial Statements |
Index to Financial Statements
George Risk Industries, Inc.
| F-1 |
Report of Independent Registered Public Accounting Firm
Board of Directors
George Risk Industries, Inc.
Kimball, Nebraska
Board of Directors
George Risk Industries, Inc. Kimball, Nebraska
Opinion on the Financial Statements
We have audited the accompanying balance sheets of George Risk Industries. (the Company) as of April 30, 2019 and 2018 and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended April 30, 2019, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30, 2019 and 2018, and the results of its operations and its cash flows for the years ended April 30, 2019 and 2018 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of a Matter
As discussed in Note 13, subsequent to the issuance of the Company’s financial statements as of April 30, 2019 and 2018, and our report thereon dated August 13, 2019, we became aware that those financial statements contained errors related to unrealized gains on investments, as well as related disclosures. In our original report we expressed an unmodified opinion on these financial statements, and our opinion on the revised statements, as expressed herein, remains unmodified.
Haynie & Company, PC
Littleton, Colorado
We have served as the Company’s auditor since 1992
August 13, 2019, except for Note 3, for which the date is March 23, 2020
| F-2 |
Balance Sheets
As of April 30, 2019 and 2018
| 2019 | 2018 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | 4,873,000 | $ | 4,294,000 | ||||
| Investments and securities | 27,291,000 | 26,346,000 | ||||||
| Accounts receivable: | ||||||||
| Trade, net of $9,321 and $6,651 doubtful account allowance for 2019 and 2018, respectively | 2,696,000 | 2,545,000 | ||||||
| Other | 6,000 | 2,000 | ||||||
| Income tax overpayment | 259,000 | 747,000 | ||||||
| Inventories, net | 4,583,000 | 3,267,000 | ||||||
| Prepaid expenses | 282,000 | 603,000 | ||||||
| Total Current Assets | $ | 39,990,000 | $ | 37,804,000 | ||||
| Property and Equipment, at cost, net | 984,000 | 1,076,000 | ||||||
| Other Assets | ||||||||
| Investment in Limited Land Partnership, at cost | 293,000 | 293,000 | ||||||
| Projects in process | 117,000 | — | ||||||
| Other | 3,000 | 6,000 | ||||||
| Total Other Assets | $ | 413,000 | $ | 299,000 | ||||
| Intangible Assets, net | 1,640,000 | 1,763,000 | ||||||
| TOTAL ASSETS | $ | 43,027,000 | $ | 40,942,000 | ||||
The accompanying notes are an integral part of these financial statements.
| F-3 |
George Risk Industries, Inc.
Balance Sheets (Continued)
As of April 30, 2019 and 2018
| 2019 | 2018 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable, trade | $ | 206,000 | $ | 336,000 | ||||
| Dividends payable | 1,714,000 | 1,580,000 | ||||||
| Accrued expenses: | ||||||||
| Payroll and related expenses | 356,000 | 329,000 | ||||||
| Property taxes | — | 12,000 | ||||||
| Total Current Liabilities | $ | 2,276,000 | $ | 2,257,000 | ||||
| Long-Term Liabilities | ||||||||
| Deferred income taxes | 1,198,000 | 955,000 | ||||||
| Total Long-Term Liabilities | $ | 1,198,000 | $ | 955,000 | ||||
| Total Liabilities | $ | 3,474,000 | $ | 3,212,000 | ||||
| Commitments and Contingencies | — | — | ||||||
| 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 | 1,934,000 | 1,934,000 | ||||||
| Accumulated other comprehensive income | 14,000 | 2,249,000 | ||||||
| Retained earnings | 40,883,000 | 36,746,000 | ||||||
| Less: treasury stock, 3,544,271 and 3,534,784 shares, at cost | (4,227,000 | ) | (4,148,000 | ) | ||||
| Total Stockholders’ Equity | $ | 39,553,000 | $ | 37,730,000 | ||||
| TOTAL LIABILITES AND STOCKHOLDERS’ EQUITY | $ | 43,027,000 | $ | 40,942,000 | ||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
Income Statements
For the years ended April 30, 2019 and 2018
| Year ended | Year ended | |||||||
| April 30, 2019 | April 30, 2018 | |||||||
| Net Sales– from contracts with customers | $ | 14,126,000 | $ | 11,931,000 | ||||
| Less: Cost of Goods Sold | (7,326,000 | ) | (6,316,000 | ) | ||||
| Gross Profit | 6,800,000 | 5,615,000 | ||||||
| Operating Expenses: | ||||||||
| General and Administrative | 1,235,000 | 1,127,000 | ||||||
| Sales | 2,167,000 | 1,888,000 | ||||||
| Engineering | 74,000 | 90,000 | ||||||
| Rent Paid to Related Parties | 18,000 | 18,000 | ||||||
| Total Operating Expenses | 3,494,000 | 3,123,000 | ||||||
| Income From Operations | 3,306,000 | 2,492,000 | ||||||
| Other Income (Expense) | ||||||||
| Other | 11,000 | (112,000 | ) | |||||
| Interest Expense | (1,000 | ) | — | |||||
| Dividend and Interest Income | 981,000 | 960,000 | ||||||
| Unrealized Gain (Loss) on Equity Securities | 444,000 | — | ||||||
| Gain (Loss) on Sale of Investment | 61,000 | 200,000 | ||||||
| Gain (Loss) on Sale of Assets | (10,000 | ) | 6,000 | |||||
| 1,486,000 | 1,054,000 | |||||||
| Income Before Provisions for Income Taxes | 4,792,000 | 3,546,000 | ||||||
| Provisions for Income Taxes | ||||||||
| Current Expense | 1,024,000 | 972,000 | ||||||
| Deferred tax (benefit) expense | 170,000 | 28,000 | ||||||
| Total Income Tax Expense | 1,194,000 | 1,000,000 | ||||||
| Net Income | $ | 3,598,000 | $ | 2,546,000 | ||||
| Earnings Per Share of Common Stock | ||||||||
| Basic | $ | .73 | $ | 0.51 | ||||
| Diluted | $ | .72 | $ | 0.51 | ||||
| Weighted Average Number of Common Shares Outstanding (Basic) | 4,962,547 | 4,958,769 | ||||||
| Weighted Average Number of Common Shares Outstanding (Diluted) | 4,983,047 | 4,977,584 | ||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
Statements of Comprehensive Income
For the years ended April 30, 2019 and 2018
| Year ended | Year ended | |||||||
| April 30, 2019 | April 30, 2018 | |||||||
| Net Income | $ | 3,598,000 | $ | 2,546,000 | ||||
| Other Comprehensive Income, Net of Tax | ||||||||
| Unrealized gain (loss) on securities: | ||||||||
| Unrealized holding gains (losses) arising during period | 265,000 | 1,351,000 | ||||||
| Less: reclassification adjustment for (gains) losses included in net income | (2,424,000 | ) | (321,000 | ) | ||||
| Income tax expense related to other comprehensive income | (76,000 | ) | (20,000 | ) | ||||
| Other Comprehensive Income (Loss) | (2,235,000 | ) | 1,010,000 | |||||
| Comprehensive Income | $ | 1,363,000 | $ | 3,556,000 | ||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
Statements of Stockholders’ Equity
For the Years Ended April 30, 2019 and 2018
| Preferred Stock | Common Stock Class A | |||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||
| Balances, April 30, 2017 | 4,100 | $ | 99,000 | 8,502,881 | $ | 850,000 | ||||||||||
| Purchases of common stock | — | — | — | — | ||||||||||||
| Shares given as part of LSDI asset acquisition | ||||||||||||||||
| Dividend declared at $0.36 per common share outstanding | — | — | — | — | ||||||||||||
| Unrealized gain (loss), net of tax effect | — | — | — | — | ||||||||||||
| Net Income | — | — | — | — | ||||||||||||
| Balances, April 30, 2018 | 4,100 | 99,000 | 8,502,881 | 850,000 | ||||||||||||
| Purchases of common stock | — | — | — | — | ||||||||||||
| Dividend declared at $0.38 per common share outstanding | — | — | — | — | ||||||||||||
| Impact of adoption of ASU 2016-01 | ||||||||||||||||
| Unrealized gain (loss), net of tax effect | — | — | — | — | ||||||||||||
| Net Income | — | — | — | — | ||||||||||||
| Balance, April 30, 2019 | 4,100 | $ | 99,000 | 8,502,881 | $ | 850,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
| F-7 |
George Risk Industries, Inc.
Statements of Stockholders’ Equity
For the Years Ended April 30, 2019 and 2018
Treasury
Stock | Accumulated Other Comprehensive | Retained | ||||||||||||||||||||
| Paid-In Capital | Shares | Amount | Income | Earnings | Total | |||||||||||||||||
| $ | 1,736,000 | 3,557,606 | $ | (4,140,000 | ) | $ | 1,239,000 | $ | 35,981,000 | $ | 35,765,000 | |||||||||||
| — | 1,275 | (10,000 | ) | — | — | (10,000 | ) | |||||||||||||||
| 198,000 | (24,097 | ) | 2,000 | — | — | 200,000 | ||||||||||||||||
| — | — | — | — | (1,781,000 | ) | (1,781,000 | ) | |||||||||||||||
| — | — | — | 1,010,000 | — | 1,010,000 | |||||||||||||||||
| — | — | — | — | 2,546,000 | 2,546,000 | |||||||||||||||||
| 1,934,000 | 3,534,784 | (4,148,000 | ) | 2,249,000 | 36,746,000 | 37,730,000 | ||||||||||||||||
| — | 9,487 | (79,000 | ) | — | — | (79,000 | ) | |||||||||||||||
| — | — | — | — | (1,885,000 | ) | (1,885,000 | ) | |||||||||||||||
| — | — | — | (2,424,000 | ) | 2,424,000 | $ | — | |||||||||||||||
189,000 | 189,000 | |||||||||||||||||||||
| — | — | — | — | 3,598,000 | 3,598,000 | |||||||||||||||||
| $ | 1,934,000 | 3,544,271 | $ | (4,227,000 | ) | $ | 14,000 | $ | 40,883,000 | $ | 39,553,000 | |||||||||||
The accompanying notes are an integral part of these financial statements.
| F-8 |
Statements of Cash Flows
| Year ended | Year ended | |||||||
| April 30, 2019 | April 30, 2018 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Income | $ | 3,598,000 | $ | 2,546,000 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 354,000 | 257,000 | ||||||
| (Gain) loss on sale of investments | (129,000 | ) | (231,000 | ) | ||||
| Impairment on investments | 68,000 | 31,000 | ||||||
| Unrealized (gain) loss on equity investments | (444,000 | ) | — | |||||
| Bad debt expense | 3,000 | 3,000 | ||||||
| Reserve for obsolete inventory | — | 17,000 | ||||||
| (Gain) loss on sale of assets | 10,000 | (6,000 | ) | |||||
| Deferred income taxes | 170,000 | 28,000 | ||||||
| Changes in assets and liabilities: | ||||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | (155,000 | ) | (701,000 | ) | ||||
| Inventories | (1,316,000 | ) | (980,000 | ) | ||||
| Prepaid expenses | 207,000 | (403,000 | ) | |||||
| Other receivables | (5,000 | ) | 2,000 | |||||
| Income tax overpayment | 489,000 | (494,000 | ) | |||||
| Increase (decrease) in: | ||||||||
| Accounts payable | (130,000 | ) | 268,000 | |||||
| Accrued expense | 15,000 | 33,000 | ||||||
| Net cash provided by (used in) operating activities | 2,735,000 | 370,000 | ||||||
| Cash Flows From Investing Activities: | ||||||||
| Proceeds from sale of assets | 5,000 | 6,000 | ||||||
| (Purchase) of property and equipment | (154,000 | ) | (533,000 | ) | ||||
| Proceeds from sale of marketable securities | 766,000 | 2,033,000 | ||||||
| (Purchase) of marketable securities | (942,000 | ) | (767,000 | ) | ||||
| (Purchase) of intangible asset | — | (1,624,000 | ) | |||||
| (Purchase) of long-term investment | — | (20,000 | ) | |||||
| Net cash provided by (used in) investing activities | (325,000 | ) | (905,000 | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| (Purchase) of treasury stock | (79,000 | ) | (10,000 | ) | ||||
| Dividends paid | (1,752,000 | ) | (1,617,000 | ) | ||||
| Net cash provided by (used in) financing activities | (1,831,000 | ) | (1,627,000 | ) | ||||
| Net Increase (Decrease) in Cash and Cash Equivalents | 579,000 | (2,162,000 | ) | |||||
| Cash and Cash Equivalents, beginning of period | 4,294,000 | 6,456,000 | ||||||
| Cash and Cash Equivalents, end of period | $ | 4,873,000 | $ | 4,294,000 | ||||
| Supplemental Disclosure for Cash Flow Information: | ||||||||
| Cash payments for: | ||||||||
| Income taxes paid | $ | 1,200,000 | $ | 1,760,000 | ||||
| Interest expense | 1,000 | — | ||||||
| Cash receipts for: | ||||||||
| Income taxes | $ | 589,000 | $ | 294,000 | ||||
The accompanying notes are an integral part of these financial statements.
| F-9 |
Notes to Financial Statements
April 30, 2019
| 1. | Nature of Business and Summary of Significant Accounting Policies |
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, EZ Duct wire covers, water sensors and wire and cable installation tools.
Nature of Business — The Company is engaged in the design, manufacture, and marketing of custom computer keyboards, push-button switches, proximity sensors, security alarm components, pool alarms, liquid detection sensors, raceway wire covers, wire and cable installation tools and various other sensors and devices.
Cash and Cash Equivalents — The Company considers all investments with a maturity of three months or less to be cash equivalents. The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and 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 substantial amounts due at any given date. Any unanticipated change in any one of these customers’ credit worthiness or other matters affecting the collectability 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 $9,321 for the year ended April 30, 2019 and $6,651 for the year ended April 30, 2018. For the fiscal year ended April 30, 2019, bad debt expense was $3,807. For the fiscal year ended April 30, 2018, bad debt expense was $3,345.
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.
| F-10 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
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:
| Classification | Useful
Life in Years | 2019 Cost | 2018 Cost | |||||||
| Dies, jigs, and molds | 3–7 | $ | 1,808,000 | $ | 1,808,000 | |||||
| Machinery and equipment | 5–10 | 1,533,000 | 1,414,000 | |||||||
| Furniture and fixtures | 5–10 | 142,000 | 145,000 | |||||||
| Leasehold improvements | 5–32 | 256,000 | 250,000 | |||||||
| Buildings | 20–39 | 853,000 | 853,000 | |||||||
| Automotive | 3–5 | 89,000 | 90,000 | |||||||
| Software | 2–5 | 390,000 | 382,000 | |||||||
| Land | N/A | 13,000 | 13,000 | |||||||
| Total | 5,084,000 | 4,955,000 | ||||||||
| Accumulated depreciation | (4,100,000 | ) | (3,879,000 | ) | ||||||
| Net | $ | 984,000 | $ | 1,076,000 | ||||||
Depreciation expense of $231,000 and $195,000 was charged to operations for the years ended April 30, 2019 and 2018, 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.
Investment in Limited Land Partnership — In November 2002, the Company purchased 6.67% of a prime 22-acre land parcel for development in Winter Park-Grand County, CO for investment purposes for a total of $200,000. The goal was to hold the property for resale(s) in 2-5 years, but many efforts to sell the property have not materialized. Over the years, there have been a total of $93,000 of additional contributions to aid in improvements and recurring expenses such as debt service, utilities, taxes, maintenance, insurance and professional fees. Management has evaluated this investment and does not believe there is any impairment and that the full cost will be recovered when sold.
Intangible Assets — Intangible assets are amortized on a straight-line basis over their estimated useful lives, unless it is determined their lives to be indefinite. The two intangible assets currently being amortized are (1) a non-compete agreement with a useful live of 5 years and (2) intellectual property with a useful live of 15 years. As of April 30, 2019, the Company had $1,640,000 of net intangible asset costs, while the net intangible assets costs at April 30, 2018 were $1,763,000. Amortization expense was $123,000 for the year ended April 30, 2019 and $61,000 for the year ended April 30, 2018.
| F-11 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
As of April 30, 2019, future amortization of intangible assets is expected as follows:
| Fiscal year end | Amortization
amount | |||||
| 2020 | $ | 123,000 | ||||
| 2021 | $ | 123,000 | ||||
| 2022 | $ | 123,000 | ||||
| 2023 | $ | 122,000 | ||||
| 2024 | $ | 121,000 | ||||
| Thereafter | $ | 1,028,000 | ||||
| $ | 1,640,000 | |||||
Basic and Diluted Earnings per Share — The Company computes earnings per share in accordance with ASC 260-10-45 Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings per share are equal.
Advertising — Advertising costs are expensed as incurred and are included in selling expenses. Advertising expense amounted to $245,000 and $213,000 for the years ended April 30, 2019 and 2018, respectively.
Income Taxes — Deferred tax assets and liabilities are recorded for the future consequences of events that have been recognized in the Company’s financial statements or tax returns. Measurement of the deferred tax items is based on enacted tax laws. In the event the future consequences of differences between financial reporting bases and tax bases of the Company’s assets or liabilities result in a deferred tax asset, we evaluate the probability of realizing the future benefits comprising that asset and record a valuation allowance if considered necessary.
Accounting standards prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of the positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. A “more likely than not” tax position is measured as the largest amount of benefit that is greater than a fifty percent likelihood of being realized upon ultimate settlement, or else a full reserve is established against the tax asset or a liability is recorded. Interest and penalties accrued on uncertain tax positions are recorded as income tax expense.
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.
| F-12 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
Fair Value of Financial Instruments — Certain financial instruments are required to be recorded at fair value. Changes in assumptions or estimation methods could affect the fair value estimates; however, we do not believe any such changes would have a material impact on our financial condition, results of operations or cash flows. Other financial instruments, including cash equivalents, certain investments and short-term debt, are recorded at cost, which approximates fair value. The fair values of long-term debt and financial instruments are disclosed in Note 11.
Revenue Recognition — Effective May 1, 2018, the Company adopted Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers.” The Company recognizes product revenue using a five-step approach to determine the amount and timing of revenue to be recognized. The five-step approach requires (1) identifying the contract with the customer, (2) identifying the performance obligations in the contract, (3) determining the transaction price, (4) allocating the transaction price to the performance obligations in the contract and (5) recognizing revenue when performance obligations are satisfied. The Company recognizes revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally used to determine the existence of an arrangement. Shipping documents and the completion of any customer acceptance requirements, when applicable, are used to verify product delivery or that services have been rendered. The Company assesses whether a price is fixed or determinable based upon the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Payments received from customers in advance of product shipment or revenue recognition are treated as deferred revenues and recognized when the product is shipped. The Company recognizes returns as a portion of past and current sales, within the balance sheet.
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, 2019, the Company operated in three segments organized by security line products, cable and wiring tools (Labor Saving Devices - LSDI) 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 those reclassifications.
| F-13 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
Recently Issued Accounting Pronouncements — In May 2014, FASB issued ASU 2014-09, on Revenue from Contracts with Customers. The updated guidance modifies the guidance companies use to recognize revenue from contracts with customers for transfers of goods or services and transfers of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance also requires new qualitative and quantitative disclosures, including information about contract balances and performance obligations. In July 2015, the FASB approved a one-year deferral of the effective date. Accordingly, the update is effective for the Company in the first quarter of fiscal 2019 with retrospective application to prior periods presented or as a cumulative effect adjustment in the period of adoption. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” This new guidance provides additional implementation guidance on how an entity should identify the unit of accounting for the principal versus agent evaluations. In May 2016, the FASB issued 2016 ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients.” This new ASU provides more specific guidance on certain aspects of Topic 606. The Company has analyzed the effect of the standard from its revenue streams to evaluate the impact of the new standard on revenue contracts. This included reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under the new standard. Most of the Company’s services are primarily short-term in nature, and the assessment was the adoption of the new revenue recognition standard will not have a material impact on its financial statements. The Company adopted the standard in the first quarter of fiscal 2019.
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP. ASU 2016-02 is effective for the Company beginning May 1, 2019. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-10 “Codification Improvements to Topic 842, Leases” (“ASU 2018-10”) and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements” (“ASU 2018-11”) and ASU 2018-20, “Narrow-Scope Improvements for Lessors”. ASU 2018-10 provides certain amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2018-11 also allows lessors to not separate non-lease components from the associated lease component if certain conditions are met. During the first quarter of 2019, the FASB issued ASU 2019-01, Leases (Topic 842) to amend ASU 2016-02. This amendment exempts both lessees and lessors from having to provide certain prior year interim disclosure information in the fiscal year in which a company adopts the new leases standard. The Company will adopt the ASUs in the first quarter of fiscal 2020 and the Company’s accounting systems will be upgraded to comply with the requirements of the new standard, however, the adoption of ASU 2016-02 is not anticipated to have a material impact on the Company’s financial statements and related disclosures.
| F-14 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (ASU 2018-02). Under existing U.S. GAAP, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense in the period in which the law was enacted. When deferred tax balances related to items originally recorded in accumulated other comprehensive income (loss) are adjusted, certain tax effects become stranded in accumulated other comprehensive income. The amendments in ASU 2018-02 allow a reclassification from accumulated other comprehensive income (loss) to retained earnings (accumulated deficit) for stranded income tax effects resulting from the Tax Cuts and Jobs Act (the Tax Act). The amendments in this ASU also require certain disclosures about stranded income tax effects. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company has not yet adopted ASU 2018-02 and is currently evaluating the potential impact of adopting the applicable guidance on the Company’s financial statements and related disclosures.
In July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities within the scope of the affected accounting guidance. The transition and effective date guidance are based on the facts and circumstances of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018. The Company is currently evaluating the potential impact of adopting the applicable guidance; however the Company does not believe that the adoption of ASU 2018-09 will have a material impact on the Company’s financial statements and related disclosures.
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. The Company is currently assessing the timing and impact of adopting the updated provisions.
In August 2018, The FASB issued ASU 2018-14 to improve the effectiveness of disclosures for defined benefit plans under ASC 715-20. The ASU applies to employers that sponsor defined benefit pension or other postretirement plans. The FASB issued ASU 2018-14 as part of its disclosure framework project, which has an objective and primary focus to improve the effectiveness of disclosures in the notes to financial statements. As part of the project, during August 2018, the Board also issued a Concepts Statement, which the FASB used as a basis for amending the disclosure requirements for Subtopic 715-20. The guidance is effective or fiscal years ending after December 15, 2020 and early adoption is permitted. The Company is currently assessing the timing and impact of adopting the updated provisions.
| F-15 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses,” “ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments - Credit Losses,” “Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments,” and “ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted Transition Relief,” which provided additional implementation guidance on the previously issued ASU. The ASU is effective for fiscal years beginning after December 15, 2020. The ASU requires a modified retrospective adoption method. The Company is still evaluating the impact of adoption on its financial statements and disclosures.
Subsequent Events – Management has evaluated all events or transactions that occurred after April 30, 2019 through August 13, 2019 the report date of the financial statements. During this period, the Company did not have any material recognizable subsequent events.
| 2. | Inventories |
Inventories at April 30, 2019 and 2018, consisted of the following:
| 2019 | 2018 | |||||||
| Raw materials | $ | 3,644,000 | $ | 2,450,000 | ||||
| Work in process | 389,000 | 444,000 | ||||||
| Finished goods | 641,000 | 463,000 | ||||||
| 4,674,000 | 3,357,000 | |||||||
| Less: allowance for obsolete inventory | (91,000 | ) | (90,000 | ) | ||||
| Inventories, net | $ | 4,583,000 | $ | 3,267,000 | ||||
| F-16 |
| 3. | Investments |
The Company has investments in publicly traded equity securities, corporate bonds, state and municipal debt securities, REITs, money markets, certificates of deposits and hedge funds. Effective with the Company’s adoption of ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, on May 1, 2018, the Company carries all investments at fair value. The investments in debt securities, which includes all investments except for the hedge funds, mature between June 2019 and January 2044. The Company uses the average cost method to determine the cost of securities sold with any unrealized gains or losses reported in the respective period’s earnings. Dividend and interest income are reported as earned.
As of April 30, 2019 and 2018, investments consisted of the following:
| Investments at | Gross | Gross | ||||||||||||||
| April 30, 2019 | Cost | Unrealized | Unrealized | Reported | ||||||||||||
| Basis | Gains | Losses | Value | |||||||||||||
| Municipal bonds | $ | 5,459,000 | $ | 79,000 | $ | (55,000 | ) | $ | 5,483,000 | |||||||
| Corporate bonds | $ | 26,000 | $ | - | $ | - | $ | 26,000 | ||||||||
| REITs | $ | 89,000 | $ | 1,000 | $ | (6,000 | ) | $ | 84,000 | |||||||
| Equity securities | $ | 16,618,000 | $ | 4,143,000 | $ | (296,000 | ) | $ | 20,465,000 | |||||||
| Money Markets and CDs | $ | 1,233,000 | $ | - | $ | - | $ | 1,233,000 | ||||||||
| Total | $ | 23,425,000 | $ | 4,223,000 | $ | (357,000 | ) | $ | 27,291,000 | |||||||
| Investments at | Gross | Gross | ||||||||||||||
| April 30, 2018 | Cost | Unrealized | Unrealized | Reported | ||||||||||||
| Basis | Gains | Losses | Value | |||||||||||||
| Municipal bonds | $ | 5,984,000 | $ | 66,000 | $ | (309,000 | ) | $ | 5,741,000 | |||||||
| Corporate bonds | $ | 129,000 | $ | 2,000 | $ | - | $ | 131,000 | ||||||||
| REITs | $ | 110,000 | $ | 3,000 | $ | (7,000 | ) | $ | 106,000 | |||||||
| Equity securities | $ | 15,930,000 | $ | 3,714,000 | $ | (311,000 | ) | $ | 19,333,000 | |||||||
| Money Markets and CDs | $ | 1,035,000 | $ | - | $ | - | $ | 1,035,000 | ||||||||
| Total | $ | 23,188,000 | $ | 3,785,000 | $ | (627,000 | ) | $ | 26,346,000 | |||||||
Marketable securities that are equity securities are carried at fair value on the balance sheets with changes in fair value recorded as an unrealized gain or (loss) in the Statements of Operations in the period of the change. Upon the disposition of a marketable security, the Company records a realized gain or (loss) on the Company’s statements of operations. On April 30, 2019, as a result of the adoption of ASU 2016-01 – Financial Instruments, the Company reclassified $2,424,000 of net unrealized gains on marketable securities, that were formerly classified as available-for-sale equity securities before the adoption of the new standard, from Accumulated Other Comprehensive Income to Retained Earnings.
The Company evaluates all investments for other-than temporary declines in fair value, which are defined as when the cost basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized position. When other than a temporary decline is identified, the Company will decrease the cost of the investment to the new fair value and recognize a loss. The investments are periodically evaluated to determine if impairment changes are required. As a result of this standard, management recorded impairment losses of $68,000 for the year ended April 30, 2019 and $31,000 for the year ended April 30, 2018.
| F-17 |
| 3. | Investments, continued |
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, 2019 and 2018.
Unrealized Loss Breakdown by Investment Type at April 30, 2019
| Less than 12 months | 12 months or greater | Total | ||||||||||||||||||||||
| Description | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||
| Municipal bonds | $ | 772,000 | $ | (4,000 | ) | $ | 580,000 | $ | (50,000 | ) | $ | 1,352,000 | $ | (54,000 | ) | |||||||||
| REITs | $ | — | $ | — | $ | 32,000 | $ | (6,000 | ) | $ | 32,000 | $ | (6,000 | ) | ||||||||||
| Equity securities | $ | 932,000 | $ | (102,000 | ) | $ | 1,652,000 | $ | (195,000 | ) | $ | 2,584,000 | $ | (297,000 | ) | |||||||||
| Total | $ | 1,704,000 | $ | (106,000 | ) | $ | 2,264,000 | $ | (251,000 | ) | $ | 3,968,000 | $ | (357,000 | ) | |||||||||
Unrealized Loss Breakdown by Investment Type at April 30, 2018
| Less than 12 months | 12 months or greater | Total | ||||||||||||||||||||||
| Description | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||
| Municipal bonds | $ | 960,000 | $ | (200,000 | ) | $ | 2,385,000 | $ | (109,000 | ) | $ | 3,345,000 | $ | (309,000 | ) | |||||||||
| REITs | $ | 55,000 | $ | (6,000 | ) | $ | 27,000 | $ | (1,000 | ) | $ | 82,000 | $ | (7,000 | ) | |||||||||
| Equity securities | $ | 2,545,000 | $ | (127,000 | ) | $ | 823,000 | $ | (184,000 | ) | $ | 3,368,000 | $ | (311,000 | ) | |||||||||
| Total | $ | 3,560,000 | $ | (333,000 | ) | $ | 3,235,000 | $ | (294,000 | ) | $ | 6,795,000 | $ | (627,000 | ) | |||||||||
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, 2019.
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. Management has evaluated the individual holdings and does not consider these investments to be other-than-temporarily impaired at April 30, 2019.
| F-18 |
| 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. Employees are eligible to participate in the Plan when they have attained the age of 21 and completed one thousand hours of service in any plan year with the Company. Upon leaving the Company, each participant is 100% vested with respect to the participants’ contributions while the Company’s matching contributions are vested over a six-year period in accordance with the Plan document. Contributions are invested, as directed by the participant, in investment funds available under the Plan. Matching contributions of approximately $10,000 were paid for each of the fiscal years ending April 30, 2019 and 2018 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, 2019 and 2018.
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, 2019, the Company purchased 9,487 shares of Class A common stock. This was initiated by stockholders contacting the Company.
Stock Transfer Agent—The Company does not have an independent stock transfer agent. The Company maintains all stock records.
| F-19 |
| 6. | Earnings Per Share |
Basic and diluted earnings per share, assuming convertible preferred stock was converted for each period presented are:
| April 30, 2019 | ||||||||||||
| Income | Shares | Per-Share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| Net income | $ | 3,598,000 | ||||||||||
| Basic EPS | $ | 3,598,000 | 4,962,547 | $ | .7250 | |||||||
| Effect of dilutive Convertible Preferred Stock | – | 20,500 | (.0030 | ) | ||||||||
| Diluted EPS | $ | 3,598,000 | 4,983,047 | $ | .7220 | |||||||
April 30, 2018 | ||||||||||||
| Income | Shares | Per-Share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| Net income | $ | 2,546,000 | ||||||||||
| Basic EPS | $ | 2,546,000 | 4,958,769 | $ | .5134 | |||||||
| Effect of dilutive Convertible Preferred Stock | – | 20,500 | (.0019 | ) | ||||||||
| Diluted EPS | $ | 2,546,000 | 4,977,584 | $ | .5115 | |||||||
| F-20 |
| 7. | Commitments, Contingencies, and Related Party Transactions |
The Company leases a building from Bonita Risk. Bonita Risk is a majority stockholder, a director and employee of the Company. This building contains the Company’s sales and accounting departments, maintenance department, engineering department and some production facilities. This lease requires a minimum payment of $1,535 on a month-to-month basis. The total lease expense for this arrangement per year was $18,420 for the fiscal years ended April 30, 2019 and 2018.
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 $4,224,000 for the year ended April 30, 2019 and $3,819,000 for the year ended April 30, 2018. The Company also received interest income from FirsTier Bank in the amount of approximately $63,400 for the year ended April 30, 2019 and $33,200 for the year ended April 30, 2018.
| 8. | Income Taxes |
Reconciliation of income taxes with Federal and State taxable income:
| 2019 | 2018 | |||||||
| Income before income taxes | $ | 4,792,000 | $ | 3,546,000 | ||||
| State income tax deduction | (265,000 | ) | (192,000 | ) | ||||
| Interest and dividend income | (658,000 | ) | (669,000 | ) | ||||
| Domestic production activities deduction | — | (243,000 | ) | |||||
| Nondeductible expenses and timing differences | 136,000 | 150,000 | ||||||
| Taxable income | $ | 3,561,000 | $ | 2,592,000 | ||||
The following schedule reconciles the provision for income taxes to the amount computed by applying the statutory rate to income before income taxes:
| 2019 | 2018 | |||||||
| Income tax provision at statutory rate | $ | 1,252,000 | $ | 1,327,000 | ||||
| Increase (decrease) income taxes resulting from: | ||||||||
| State income taxes | (76,000 | ) | (72,000 | ) | ||||
| Interest and dividend income | (190,000 | ) | (250,000 | ) | ||||
| Domestic production activities | — | (91,000 | ) | |||||
| Deferred taxes | 170,000 | 28,000 | ||||||
| Other temporary and permanent differences | 38,000 | 58,000 | ||||||
| Income tax expense | $ | 1,194,000 | $ | 1,000,000 | ||||
| Federal tax rate | 21.00 | % | 29.72 | % | ||||
| State tax rate | 7.81 | % | 7.70 | % | ||||
| Blended statutory rate | 28.81 | % | 37.42 | % | ||||
Deferred tax assets (liabilities) consist of the following components at April 30, 2019 and 2018:
| 2019 | 2018 | |||||||
| Deferred tax assets (liabilities): | ||||||||
| Depreciation | (141,000 | ) | (161,000 | ) | ||||
| Inventory valuation | 26,000 | 26,000 | ||||||
| Allowance for doubtful accounts | 3,000 | 2,000 | ||||||
| 263A adjustment | — | 58,000 | ||||||
| Accrued vacation | 28,000 | 30,000 | ||||||
| Accumulated unrealized (gain)/loss on investments | (1,114,000 | ) | (910,000 | ) | ||||
| Net deferred tax assets (liabilities) | $ | (1,198,000 | ) | $ | (955,000 | ) | ||
| F-21 |
| 9. | Business Segments |
The following is financial information relating to industry segments:
| Quarter ended | Year ended | Year ended | ||||||||||
| April 30, | April 30, | April 30, | ||||||||||
| 2019 | 2019 | 2018 | ||||||||||
| Net revenue: | ||||||||||||
| Security alarm products | $ | 2,872,000 | $ | 11,006,000 | $ | 8,423,000 | ||||||
| Cable & wiring tools | 527,000 | 2,431,000 | 1,326,000 | |||||||||
| Other products | 175,000 | 689,000 | 2,182,000 | |||||||||
| Total net revenue | $ | 3,574,000 | $ | 14,126,000 | $ | 11,931,000 | ||||||
| Income from operations: | ||||||||||||
| Security alarm products | 654,000 | 2,656,000 | 1,759,000 | |||||||||
| Cable & wiring tools | 120,000 | 488,000 | 277,000 | |||||||||
| Other products | 40,000 | 162,000 | 456,000 | |||||||||
| Total income from operations | $ | 814,000 | $ | 3,306,000 | $ | 2,492,000 | ||||||
| Depreciation and amortization: | ||||||||||||
| Security alarm products | 38,000 | 95,000 | 37,000 | |||||||||
| Cable & wiring tools | 31,000 | 123,000 | 62,000 | |||||||||
| Other products | 19,000 | 74,000 | 103,000 | |||||||||
| Corporate general | 18,000 | 62,000 | 55,000 | |||||||||
| Total depreciation and amortization | $ | 106,000 | $ | 354,000 | $ | 257,000 | ||||||
| Capital expenditures: | ||||||||||||
| Security alarm products | 39,000 | 75,000 | 280,000 | |||||||||
| Cable & wiring tools | — | — | — | |||||||||
| Other products | 19,000 | 56,000 | 172,000 | |||||||||
| Corporate general | 8,000 | 23,000 | 81,000 | |||||||||
| Total capital expenditures | $ | 66,000 | $ | 154,000 | $ | 533,000 | ||||||
| April 30, 2019 | April 30, 2018 | |||||||
| Identifiable assets: | ||||||||
| Security alarm products | 6,179,000 | 4,561,000 | ||||||
| Cable & wiring tools | 2,713,000 | 2,347,000 | ||||||
| Other products | 842,000 | 1,521,000 | ||||||
| Corporate general | 33,293,000 | 32,510,000 | ||||||
| Total assets | $ | 43,027,000 | $ | 40,942,000 | ||||
| F-22 |
| 10. | Concentrations |
The Company maintains the majority of 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, 2019 and 2018, the Company had uninsured balances of $4,082,000, and $3,591,000, respectively. Management believes that this financial institution is financially sound and the risk of loss is minimal.
Management also has cash funds with Wells Fargo Bank with uninsured balances of $399,000 and $224,000 for the years ending April 30, 2019 and 2018, respectively. Management believes that this financial institution is financially sound and the risk of loss is minimal.
The Company has sales to a security alarm distributor representing 41% of total sales for the year ended April 30, 2019 and 34% of total sales for the year ended April 30, 2018. This distributor accounted for 61% and 55% of accounts receivable at April 30, 2019 and 2018, respectively. Security switch sales made up 78% of total sales for the fiscal year ended April 30, 2019 and 71% of total sales for the fiscal year ended April 30, 2018.
| 11. | Fair Value Measurements |
The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short term nature. The fair value of our investments is determined utilizing market based information. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk.
US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The levels of the fair value hierarchy under US GAAP are described below:
| Level 1 | Valuation is based upon quoted prices for identical instruments traded in active markets. | |
| Level 2 | Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. | |
| Level 3 | Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques. |
Investments and Marketable Securities
As of April 30, 2019, The Company’s investments consisted of money markets, publicly traded equity securities, REITs as well as certain state and municipal debt securities and corporate bonds. The marketable securities are valued using third-party broker statements. The value of the majority of securities is derived from quoted market information. The inputs to the valuation are classified as Level 1 given the active market for these securities; however, if an active market does not exist, which is the case for municipal bonds and REITs; the inputs are recorded as Level 2.
| F-23 |
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, 2019 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Municipal Bonds | — | $ | 5,483,000 | — | $ | 5,483,000 | ||||||||||
| Corporate Bonds | $ | 26,000 | — | — | $ | 26,000 | ||||||||||
| REITs | — | $ | 84,000 | — | $ | 84,000 | ||||||||||
| Equity Securities | $ | 20,465,000 | — | — | $ | 20,465,000 | ||||||||||
| Money Markets and CDs | $ | 1,233,000 | — | — | $ | 1,233,000 | ||||||||||
| Total fair value of assets measured on a recurring basis | $ | 21,724,000 | $ | 5,567,000 | — | $ | 27,291,000 | |||||||||
| Assets
Measured at Fair Value on a Recurring Basis as of April 30, 2018 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Municipal Bonds | — | $ | 5,741,000 | — | $ | 5,741,000 | ||||||||||
| Corporate Bonds | $ | 131,000 | — | — | $ | 131,000 | ||||||||||
| REITs | — | $ | 106,000 | — | $ | 106,000 | ||||||||||
| Equity Securities | $ | 19,333,000 | — | — | $ | 19,333,000 | ||||||||||
| Money Markets and CDs | $ | 1,035,000 | — | — | $ | 1,035,000 | ||||||||||
| Total fair value of assets measured on a recurring basis | $ | 20,499,000 | $ | 5,847,000 | — | $ | 26,346,000 | |||||||||
| F-24 |
| 12. | Asset Purchase |
In October 2017, George Risk Industries, Inc. (the “Company”) purchased certain assets from Labor Saving Devices, Inc. (“LSDI”). LSDI is engaged in the business of wire installation, tool design and manufacturing serving the audio/visual, electrical, communications and security alarm markets. The acquisition of LSDI was completed pursuant to an asset purchase agreement dated October 7, 2017. The purchase price for the assets consisted of $3,000,000 in cash and 24,097 shares of the Company’s Class A common stock (valued at $200,000, or approximately $8.30 per share). An initial payment of $1,000,000 in cash was made at closing, with the remaining $2,000,000 in cash paid in November 2017.
The value of the assets purchased in October 2017 as described above consisted of the following:
| Type of Asset | Fair Value of Assets Acquired | |||
| Inventory | $ | 1,366,000 | ||
| Fixed Assets | $ | 10,000 | ||
| Non-compete agreement | $ | 10,000 | ||
| Intangible assets | $ | 1,814,000 | ||
| Total | $ | 3,200,000 | ||
| 13. | Correction of Previously Issued Financial Statement |
The Company discovered an error due to missing a change in accounting related to other comprehensive income (loss) as reflected in the phase in of ASU 2016-01, which became effective for the Company on May 1, 2018. Under the new guidance in ASU 2016-01 the Company should record unrealized gains and losses in the value of the equity securities it owns in the statements of operations, whereas, under previous guidance (and in the Original Form 10-K) those unrealized gains and losses were recorded as accumulated other comprehensive income (loss).
This restatement includes i) recording a one-time adjustment to retained earnings to reclassify the accumulated other comprehensive gain, net of taxes, related to unrealized gains on equity securities as of April 30, 2019, ii) recording an unrealized gain on marketable securities representing the value change in the equities for the year ended April 30, 2019, and iii) adjusting the unrealized gain on debt securities for the impact under ASU 2016-01.
No entries to correct for this restatement have any impact on our cash position, liquidity, or operations.
| F-25 |
| 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, 2019 our president and chief executive officer (also working as our chief financial officer) has concluded that our disclosure controls and procedures are effective such that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and (ii) accumulated and communicated to our management, including our chief executive officer (also working as our chief financial officer), as appropriate to allow timely decisions regarding disclosure. A control system cannot provide absolute assurance, however, that the objectives of the control systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Internal control over financial reporting:
The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, Management conducted an evaluation of internal controls based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The results of this evaluation determined that our internal control over financial reporting was ineffective for the years ended of April 30, 2019 and 2018, 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. The Company hired an individual in 2018 to fulfill the controller position, but more training is required to satisfy disclosure control and procedure responsibilities, including review procedures for key accounting schedules and timely and proper documentation of material transactions and agreements. We do not believe we have met the full requirement for separation for financial reporting purposes. |
| 11 |
Because of the material weakness in internal control over financial reporting described above, the Company’s management has concluded that, as of April 30, 2019 and 2018, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.
We will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:
| ● | Pertain to the maintenance of records in reasonable detail 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 receipts and expenditures are being made only in accordance with authorizations 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 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 independent 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.
| 12 |
Part III
| Item 10 | Directors and Executive Officers of the Registrant |
| (a & b) | Identification of Directors and Executive Officers |
All 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, 2019, is furnished with respect to each director and executive officer:
| Name | Principal Occupation or Employment | Age | Director
or Officer Since | |||
| Stephanie M. Risk-McElroy | Chairman of the Board, Chief Executive Officer and Chief Financial Officer | 47 | August 8,1999 | |||
| Sharon Westby | Secretary/Treasurer | 67 | June 16, 2006 | |||
| Donna Debowey | Director, retired GRI plant manager | 81 | July 12, 2005 | |||
| Joel H. Wiens | Director, FirsTier Banks | 89 | September 6, 2007 | |||
| Bonita P. Risk | Director, Stock Transfer Agent at GRI | 69 | March 15, 2013 | |||
| Jerry Knutsen | Director, retired business owner | 76 | August 29, 2016 |
The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2019:
| Name | Director’s
Fees Paid | Stock Awards | Option Awards | Non-equity incentive plan compen-sation | Non-qualified deferred compensation earnings | Total | ||||||||||||||||||
| Stephanie Risk-McElroy (1) | — | — | — | — | — | — | ||||||||||||||||||
| Sharon Westby (1) | — | — | — | — | — | — | ||||||||||||||||||
| Jerry Andersen (2) | $ | 200 | — | — | — | — | $ | 200 | ||||||||||||||||
| Donna Debowey (2) | $ | 200 | — | — | — | — | $ | 200 | ||||||||||||||||
| Joel H. Wiens (2) | $ | 200 | — | — | — | — | $ | 200 | ||||||||||||||||
| Bonita P. Risk (1) | — | — | — | — | — | — | ||||||||||||||||||
| Jerry Knutsen | — | — | — | — | — | — | ||||||||||||||||||
The inside directors (1), or employees of the Company, do not receive additional compensation for their services. Outside directors (2) are paid $200 per meeting for their services.
| 13 |
| (c) | Identification of Certain Significant Employees |
None.
| (d) | Family Relationships |
Stephanie Risk-McElroy and Bonita P. Risk have a daughter - mother relationship.
| (e) | Business Experience of Directors and Executive Officers |
Stephanie Risk-McElroy, Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, has over twenty years of experience in the accounting field. Mrs. Risk-McElroy graduated from Hastings College with a degree in Accounting. Stephanie worked for Platte Valley Sales from May 1990 until January 1997 as a staff accountant. In 1997, she pursued her career with an accounting manager position at Kershner’s Auto Korner in Hastings, NE. She joined the accounting staff at GRI in 1999 and then was promoted to CFO upon retirement of the prior CFO. Upon the death of her father, Ken R. Risk, in February 2013, she was appointed to the position of Chairman of the Board and Chief Executive Officer.
Mrs. Risk-McElroy serves on the Board of Directors of GRI, as a direct link to the financial condition of the Company. She and her staff oversee all the accounting obligations of the Company. She has knowledge and experience in business outside of the Company that makes her an asset to the Board. And as President of the Company, she oversees all the day to day operations as well.
Sharon Westby, the Corporate Secretary, worked at GRI right after high school for a couple of years as the personal secretary to the Founder of the Company, George Risk, who was President and CEO. Before she returned to the Company in 1982, Sharon was a Clerk Steno 1 at Jackson County Welfare in Kansas City, MO, worked in medical records at the Kimball County Hospital in Kimball, NE, and also managed motels in Texas and Nebraska. She is the Executive Assistant to the President and CEO and Sales Administrator of the Keyboard and Switch division of GRI.
Ms. Westby continues in her position on the Board of Directors at GRI with over 35 years of experience with the Company. She has seen the Company through many years of ups and downs has broad knowledge of her product line and is very customer oriented in trying to sell her products to the “non-security use” industry.
Donna Debowey, Director, worked in various retail stores and restaurants until she started at GRI in 1968. She started on the production line, but quickly worked her way up the ranks. She has been a Production Line Supervisor, Director of Quality Control and was named Plant Manager and Senior Vice President in 1998. She held that position until her retirement in 2003.
Ms. Debowey made the transition from employee of GRI to a member of the Board of Directors with no hesitation after her retirement. She brings her 40+ years of experience in the industry to the table and has a vested interest in seeing the continued success of the Company that she helped to build.
Joel H. Wiens, Director, is an entrepreneur with many business interests. He is a director and principal shareholder of FirsTier Banks Nebraska/Wyoming, director of FirsTier II BanCorporation (which owns FirsTier Bank Nebraska/Wyoming), Chairman of Rite-A-Way Industries (lodging and hospitality industries), real estate investments, and ranching and livestock.
Mr. Wiens took his place on the Board of Directors when his predecessor Mike Nelson, (who is affiliated with Mr. Wiens’ financial institutions) retired from the Board to take another position within the banks and moved away. Joel’s knowledge and experience in business and industry span 50+ years and serves as a valuable asset to GRI.
Bonita P. Risk, Director, attended Wayne State College, in Wayne, Nebraska. Upon returning back home to Columbus, NE, she worked in factory positions. Upon her marriage to Ken Risk, she became a homemaker, raising 3 children and working at several sales positions. In 1981, she and Ken started Platte Valley Sales in Hastings, Nebraska, and her expertise was in accounting and sales. For 8 years, she ran the Hastings business while Ken devoted his time to both GRI in Kimball and Platte Valley Sales in Hastings. Ken and Bonita moved to Kimball in 1997. In 1998, she began at GRI in sales support. She continues in sales support and became the Company stock transfer agent in 2004 upon the retirement of Eileen Risk and is an assistant to the chief financial officer.
| 14 |
Jerry Knutsen, Director, has lived in Kimball, Nebraska most of his life. He left the community for a few years to attend the University of Nebraska at Lincoln. Before his retirement, Jerry owned and operated several businesses over his career, including Knutsen Oil, Inc., Marv’s LP Gas, Inc., and Jerry Knutsen, Inc. and he co-owned Kimball Ford-Lincoln-Mercury. He served 24 years and held several positions on the school board in Kimball, NE. Mr. Knutsen is a past member and president of The Nebraska Propane Gas Association and The Nebraska Petroleum Marketers & Convenience Store Association. Other boards he is presently serving on include the Kimball Schools Foundation Board of Directors and Kimball Health Services Board of Trustees.
| (f) | Involvement in Certain Legal Proceedings |
None.
| (g) | Promoters and Control Persons |
None.
| 15 |
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, 2019, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with.
Code of Ethics and Code of Business Conduct
The Company does not have a written code of ethics at this time. The Company is a small business and employees know that the President of the Company must approve all material business. The Company also has checks and balances to make sure that there is not any fraud or illegal activities taking place.
Corporate Governance
Nominating and Compensation Committees
We do not have standing nominating or compensation committees, or committees performing similar functions. Our Board of Directors believes that it is not necessary to have a standing compensation committee at this time because our Board of Directors adequately performs the functions of such committee.
Our Board of Directors also is of the view that it is appropriate for us not to have a standing nominating committee because our Board of Directors has performed and will perform adequately the functions of a nominating committee. Our Board of Directors has not adopted a charter for the nomination committee. There have not been any defined policy or procedure requirements for stockholders 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, 2019 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.
| 16 |
| Item 11 | Executive Compensation |
The following table sets forth certain information regarding the compensation paid to or accrued by the Company to executive officers for services rendered in all capacities during each of the Company’s fiscal years ended April 30, 2019 and 2018.
| Name
and principal position | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compen-sation | Change in Pension Value and Non-qualified Deferred Compen-sation Earnings | All Other Compen-sation | Total | |||||||||||||||||||||||||||
| Bonita Risk, Director, | 2019 | $ | 38,000 | $ | — | — | — | — | — | $ | 102,000 | $ | 140,000 | |||||||||||||||||||||||
| Shareholder, Employee | 2018 | $ | 36,000 | $ | — | — | — | — | — | $ | 84,000 | $ | 120,000 | |||||||||||||||||||||||
| Stephanie Risk-McElroy, | 2019 | $ | 87,000 | $ | — | — | — | — | — | $ | 33,000 | $ | 120,000 | |||||||||||||||||||||||
| CEO/CFO, Director, Shareholder | 2018 | $ | 83,000 | $ | — | — | — | — | — | $ | 27,000 | $ | 110,000 | |||||||||||||||||||||||
| Scott McMurray, | 2019 | $ | 25,000 | $ | — | — | — | — | — | $ | 77,000 | $ | 102,000 | |||||||||||||||||||||||
| Director of Sales | 2018 | $ | 24,000 | $ | — | — | — | — | — | $ | 63,000 | $ | 87,000 | |||||||||||||||||||||||
Bonita Risk, Stephanie Risk-McElroy, and Scott McMurray receive a base salary and bonus/commission based on a percentage of sales for the year.
There were no other officers compensated in excess of $100,000 for the fiscal years ended April 30, 2019 and 2018.
| 17 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management |
The following table sets forth certain information regarding our Common Stock beneficially owned as of April 30, 2019, for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding Common Stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. Shares of Common Stock subject to options, warrants or convertible securities exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 4,958,610 shares of Common Stock of the Company issued and outstanding and less treasury shares as of April 30, 2019. To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.
| Name and Address of Beneficial Owner (1) | Number
of Shares of Common Stock (2) | %
of Class of Stock Outstanding (3) | ||||||
| Executive Officers and Directors: | ||||||||
| Bonita Risk – Director | 2,948,211 | 59.46 | % | |||||
| The above director has beneficial ownership over the Kenneth Risk Trust that owns 2,187,056 shares, Bonita Risk Family Irrevocable Trust that owns 732,470 shares, and 28,685 shares owned personally. As a result, combined, they have voting and shared dispositive control. | ||||||||
| Stephanie M. Risk-McElroy Chairman, CEO, & CFO | 1,775 | Less than 1 | % | |||||
| Donna Debowey – Director | 500 | Less than 1 | % | |||||
| Daniel Douglas – Vice President, Materials | 250 | Less than 1 | % | |||||
| All Officers and Directors as a group | 2,950,736 | 59.51 | % | |||||
| (1) | Unless otherwise indicated, the address of the named beneficial owner is George Risk Industries, Inc., 802 S. Elm St., Kimball, NE 69145. |
| (2) | Security ownership information for named beneficial owners (other than executive officers and directors of the Company) is taken from statements filed with the Securities and Exchange Commission pursuant to information made known by the Company and from the Company’s transfer agent. |
| (3) | Based on the net shares outstanding as of April 30, 2019. This consists of Common Shares issued and outstanding (8,502,881) less treasury shares (3,544,271). |
| 18 |
Changes in Control
We are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may result in a change in control of the Company.
| Item 13 | Certain Relationships and Related Party Transactions |
During each of three years ended April 30, 2019, 2018, and 2017, 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 | 2019 | 2018 | 2017 | |||||||||
| Rent | ||||||||||||
| Bonita Risk, Director | $ | 18,420 | 18,420 | 18,420 | ||||||||
| Bank Balances | ||||||||||||
| Joel Wiens, Director | $ | 4,224,231 | $ | 3,819,042 | $ | 5,819,763 | ||||||
| Interest Income | ||||||||||||
| Joel Wiens, Director | $ | 63,437 | $ | 33,229 | $ | 4,890 | ||||||
| 19 |
| 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 2019 | $ | 45,800 | Haynie & Company | |||
| $ | 5,163 | CFO Systems, LLC | ||||
| FYE 2018 | $ | 43,900 | 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 and for work performed related to the asset purchase of Labor Saving Devices. The amounts are listed below:
| FYE 2019 | $ | 6,500 | Haynie & Company | |||
| FYE 2018 | $ | 9,460 | Haynie & Company | |||
| $ | 8,208 | CFO Systems, LLC |
| 3) | Tax Fees |
The Company incurred aggregate fees or expenses for professional services rendered by tax accountants for tax compliance, tax advice, and tax planning for the last two fiscal years.
| FYE 2019 | $ | 1,600 | Haynie & Company | |||
| $ | 3,985 | Tax Resources Group, Inc. | ||||
| FYE 2018 | $ | 6,610 | Haynie & Company | |||
| $ | 4,935 | Tax Resources Group, Inc. |
| 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. |
| 20 |
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 as Exhibit 10.1 to the Registrant’s Form 10-K for the fiscal year ended April 30, 2011, and incorporated by reference herein. | |
| 10.3 | Asset Purchase Agreement dated as of October 10, 2017 between George Risk Industries, Inc., Labor Saving Devices, Inc. and Roy Bowling – Filed as Exhibit 10.1 to the Registrant’s Form 10-Q for the fiscal quarter ended January 31, 2018, and incorporated by reference herein | |
| 31.1 | Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer) | |
| 32.1 | Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer (Principal Financial and Accounting Officer) |
* Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934. The request is currently under review.
| 21 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /s/ STEPHANIE M. RISK-MCELROY | March 24, 2020 | |
| STEPHANIE M. RISK-MCELROY | Date | |
| President and Chairman of the Board |
Pursuant to the requirements of the securities exchange act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ STEPHANIE M. RISK-MCELROY | March 24, 2020 | |
| STEPHANIE M. RISK-MCELROY | Date | |
| President and Chairman of the Board | ||
| /s/ DONNA DEBOWEY | March 24, 2020 | |
| DONNA DEBOWEY | Date | |
| Director | ||
| /s/ JOEL H. WIENS | March 24, 2020 | |
| JOEL H. WIENS | Date | |
| Director | ||
| /s/ BONITA P. RISK | March 24, 2020 | |
| BONITA P. RISK | Date | |
| Director | ||
| /s/ JERRY KNUTSEN | March 24, 2020 | |
| JERRY KNUTSEN | Date | |
| Director |
| 22 |