UNITED STATES

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FormFORM 10–K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year endedApril 30, 20172020

 

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[  ]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

69145

(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 ClassName of Exchange on Which Registered
NoneNone

 

Securities registered under Section 12(g) of the Act:

 

Class A Common Stock, $.10 par value

(Title of class)

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.10 par valueRSKIAOTC Markets
Convertible Preferred Stock, $20 stated valueRSKIAOTC Markets

 

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]

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]

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 [  ]

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 [ X ] No [  ]

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, or an emerging growth 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [  ]No [X]

 

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.Yes [  ] No [X]

 

The aggregate market value, as of August 8, 2017,7, 2020, of the common stock (based on the average of the bid and asked prices of the shares on the OTCBBOTCM 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 $14,790,000.$17,113,000.

 

The number of outstanding shares of the common stock as of August 8, 20177, 2020 was 4,944,950.4,949,927.

 

DOCUMENTS INCORPORATED BY REFERENCE

A material vendor contract with a customer that accounts for a material portion of our sales.

 

 

 
 

 

Part I

 

Preliminary Note Regarding Forward-Looking Statements and Currency Disclosure

 

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our, or our industry’s, actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. 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 custom computer keyboards, push button switches, burglar alarm components and systems, pool alarms, thermostats, EZ Duct wire covers, water sensors and water sensors.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 water sensors. Our Telemarkwire and cable installation tools. The Security sales division, which concentrates on selling products for security purposes, comprises of approximately 95 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, ADI (which is a division of Honeywell International)Ademco, Inc. (previously known as ADI), accounts for approximately 4040.2 percent of the Company’s sales of these products. Tri-Ed DistributionAnixter, Inc. accounts for another 11.511.9 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 obtained a written agreement with ADI.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 800700 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 security/burglar alarm lines.

 

The security/burglar alarm segment has approximately eightseven major competitors. The Company competes well based on price, product design, quality, customization and prompt delivery.having products made in the USA.

 

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 130175 employees.

 

Item 2 Properties

 

The Company owns the manufacturing and some of the office facilities.facilities that it operates in. Total square footage of the plant in Kimball, Nebraska is approximately 42,50050,000 sq. ft. A 7,500 square foot warehouse for raw material storage was purchased in June 2017 when the Company acquired its cable and wiring segment and another 9,600 square foot building was purchased in April 2020 for additional expansion. Additionally, the Company leasespurchased the 15,000 square feetfoot building that it previously leased from Bonita Risk, which has been used mainly for $1,535 per month with Bonita Risk.offices, in November 2019. Bonita Risk is a director of the Company.

 

As of October 1, 1996, theThe Company also began operatingowns a satellite plantbuilding in Gering, NE. This expansion was done in coordination with Twin Cities Development. The Company leased manufacturing facilities until July 2005. During the first quarter of fiscal year end 2006, the Company purchased a buildingNE that is 7,200-sq. ft. in size. This is used for manufacturing. Currently, there are 2635 employees at the Gering site.

 

Item 3 Legal Proceedings

 

None.

 

Item 4 Submission of Matters to a Vote of Security Holders

 

Not applicable.

Part II

 

Item 5 Market for the Registrant’s Common Equity and Related Stockholders’ Matter

 

Principal Market

 

The Company’s Class A Common Stock, which is traded under the ticker symbol RSKIA, is currently quoted on the OTC Bulletin Board by one market maker.

 

Stock Prices and Dividends Information

 

2017 Fiscal Year High Low 
2020 Fiscal Year High Low
May 1—July 31  7.65   7.12  8.60 8.06
August 1—October 31  8.10   7.20  9.25 7.92
November 1—January 31  8.45   7.30  10.80 8.80
February 1—April 30  8.50   8.15  10.55 7.01

 

2016 Fiscal Year High Low 
2019 Fiscal Year High Low
May 1—July 31  8.65   7.90  8.68 8.25
August 1—October 31  9.00   7.00  8.70 8.10
November 1—January 31  8.25   5.50  8.66 8.05
February 1—April 30  7.74   6.47  8.70 8.05

 

On September 30, 2016,2019, a dividend of $.35$.40 per common share was declared for the fiscal year ended April 30, 2017.2020.

 

For the prior fiscal year, a dividend of $.34$.38 per common share was declared on September 30, 2015.2018.

 

The number of holders of record of the Company’s Class A Common Stock as of April 30, 2017,2020, was approximately 1,200.1,130.

 

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:

 

20172020 Fiscal Year Number of shares
repurchased
May 1—July 31 2006,300
August 1—October 31 0200
November 1—January 31 75,9351,850
February 1—April 30 450333

 

20162019 Fiscal Year Number of shares
repurchased
May 1—July 31 215650
August 1—October 31 3005,800
November 1—January 31 1,400937
February 1—April 30 1,9502,100

 

There are still approximately 265,000254,000 shares available to be repurchased under the current resolution.

 

Item 6 Selected Financial Data

 

As a smaller reporting company, we are not required to respond to this item.

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 12.4%12.5% of revenues for fiscal year 20172020 and 6.4%11.4% for 2016.2019.

 

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, 2017,2020, other income accounted for 21.12%(expense) showed a loss of 39.96% of income before income taxes.taxes . In comparison, other income accounted for 22.12%31.01% of the income before income taxes for the year ending April 30, 2016.2019. 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 overOver 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. This would probably not require any outside financing. The intent would be to utilizeoperations, which is exactly what took place in October 2017 when the equipment, marketing techniquesCompany purchased substantially all of the assets from Labor Saving Devices, Inc. (“LSDI”) and established customers to increase sales and profits.Roy Bowling (“Bowling”).

 

There are no known seasonal trends with any of GRI’s products, since we mostly sell to distributors and OEM manufacturers.original equipment manufacturers (OEMs). The products are tied to the housing industry and will fluctuate with building trends.

 

Liquidity and Capital Resources

Operating

 

Net cash increased $538,000by $1,585,000 during the year ended April 30, 20172020 compared to an increase of $227,000$579,000 during the year ended April 30, 2016.2019. Accounts receivable decreased $61,000increased by $266,000 during the current year and showedwhile showing a $98,000 decrease$155,000 increase in the prior year. The smaller decreasecurrent larger increase in cash flow from accounts receivable is a reflectionresult of increased sales but having delays in payments from customers because of the Company’s ability to collect on accounts receivable even though there has been a decrease in sales.COVID-19 pandemic. At April 30, 2017, 69.92%2020, 74.75% of receivables were less than 4560 days and 1.3%5.70% were over 90 days. In comparison, 72.45%72.17% of the receivables were considered current (less than 4560 days) and less than 1%5.87% of the total were over 90 days past due for the prior year during the same period.

Inventories decreasedincreased by $660,000$567,000 in fiscal year ended April 30, 20172020 while the prior year showed an increase of $695,000$1,316,000 at year end. The current decreaseyear increase is a result of a continuation of decreased sales. The Company tends to buy many of its most commonly usedhaving more raw materials on an annual basis andhand since there has been a trend of decreased sales purchasing levels have declined.increased.

Prepaid expenses increased by $125,000$137,000 while they decreased $207,000 in the current and prior year, respectively. The increase in the current year is due to having more prepayments of raw materials than at year-end last year and having to renew multi-year subscriptions.

Income tax overpayments decreased $40,000by $203,000 for the year ended April 30, 2016.2020. The increase is due to prepayment of inventory that had not arrived at the door before year end.

Income tax overpayment increased for the year ended April 30, 2017, up $55,000 from the prior year. The increasesmaller decrease in the overpaymentcurrent year is a result of payinghaving income tax estimates based on prior yearcalculated better to match the actual taxable income.

 

For the year ended April 30, 2017,2020, accounts payable increaseddecreased by $38,000$19,000 as compared to a decrease of $79,000$130,000 for the same period the year before. The change in cash inwith 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 decreased $12,000increased $94,000 for the year ended April 30, 2017, primarily2020, due to increased commissions and having fewer employees thana few more days of accrued payroll compared to the year before.prior year.

 

Investing

 

As for our investment activities, $115,000$731,000 was spent on purchases of property and equipment during the current fiscal year, compared to $288,000$154,000 during the year ended April 30, 2016. The majority of these2019. These capitalized costs were the completionmainly consisted of molds that were constructed in our in-house toolpurchases of buildings and die department.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, 20172020 was $947,000 and $864,000 was$831,000 versus the $942,000 spent for the corresponding period last year. Conversely, net proceeds from the sale of marketable securities for the year endedwere $776,000 and $766,000 at April 30, 2017 were $587,0002020 and $64,000 for the same period last year. We use2019, 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 a quarterly service feefees based on the value of the investments.

 

As for other investment activities, a net amount of $55,000 was capitalized on other assets manufactured for the year ended April 30, 2017, while $12,000 was spent on these activities during the prior year.

Financing

Cash used in financing activities consists of twothree items. First, for the year ended April 30, 2017, $1,596,0002020, $1,803,000 was spent on the payment of dividends. The Company declared a dividend of $0.35$0.40 per share of common stock on September 30, 20162019 for the current fiscal year, while a $0.34$0.38 per share of common stock dividend was declared on September 30, 2015 was2018 and issued in the prior fiscal year. Furthermore,Secondly, the Company continues to purchase back its Class A common stock when the opportunity arises. For the year ended April 30, 2017,2020, the Company purchased $555,000$74,000 of treasury stock and $27,000$79,000 was bought back for the year ended April 30, 2016.2019. We have been actively searching for stockholders that have been “lost” over the years. The payment of dividends over the last twelvefourteen fiscal years has also prompted many stockholders and/or their relatives and descendants to sell back their stock to the Company. Third, the Company applied for and received a Paycheck Protection Program (PPP) loan in the fourth quarter of fiscal year 2020. With all the uncertainties of the COVID-19 pandemic, management decided that it would be wise to apply for the loan. The Company received $950,000 in loan proceeds in April 2020.

At April 30, 2020, working capital decreased 2.0% in comparison to the previous fiscal year. The Company measures liquidity using the quick ratio, which is the ratio of cash, securities and accounts receivables to current obligations. The Company’s quick ratio decreased to 11.623 for the year ended April 30, 2020 compared to 17.570 for the year ended April 30, 2019.

 

Results of Operations

 

GRI completed the fiscal year ending April 30, 20172020 with a net profit of 22.02%14.21% of net sales. Net sales were at $10,904,000, down 2.99%$14,809,000, up 4.84% over the previous fiscal year. The slight decreaseincrease in sales is a result of overall economic concerns that have impactedcontinued growth within our product lines and having a major competitor closed its door at the country and some increased competition that has come into the industry.end of calendar year 2019. Cost of goods sold was 47.91%50.00% of net sales for the year ended April 30, 20172020 and 44.28%51.86% for the same period last year. Management continuesManagement’s goal is to keep labor and other manufacturing expenses in check, meeting the goal of keeping the cost of goods sold percentage withinof less than 50%, but since wages and other expenses continue to increase to stay competitive with the desired rangeworkforce that is the reason why the cost of 45goods percentage is just past management’s goal. Management also increased prices slightly in January 2020 to 50%.offset the growing expenses and cost of raw materials.

Operating expenses were 26.57%24.82% of net sales for the year ended April 30, 20172020 as compared to 25.81%24.73% 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, 20172020 was at $2,783,000,$3,730,000, which is a 17.22% decrease12.83% increase from the corresponding period last year, which had income from operations of $3,362,000.$3,306,000.

 

Other income and expense results for the fiscal year ended April 30, 20172020 produced a gainloss of $745,000.($1,065,000). This is in comparison to a gain of $955,000$1,486,000 for the fiscal year ended April 30, 2016.2019. Dividend and interest income was $774,000,$931,000, which is down 10.73%5.10% over the prior year. Dividend and interest income at April 30, 20162019 was $867,000.$981,000. 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). As a result, an unrealized loss of $(1,619,000) was recorded for the fiscal year ended April 30, 2020 and an unrealized gain of $444,000 was recorded for the prior year ended April 30, 2019. Net lossesloss on the sale of investments for the current fiscal year were $40,000,was $(384,000), which is a 155.56%an 729.51% decrease over the prior year. Net gainsgain on the sale of investments for the fiscal year ending April 30, 2016 were $72,000.2019 was $61,000.

 

Net income for the year ended April 30, 20172020 was $2,401,000,$2,104,000, which is down 22.2%41.52% from the prior year, which produced a net income of $3,086,000.$3,598,000. Basic and diluted earnings per common share (EPS) for the year ended April 30, 20172020 was $0.48$0.42 per share. Basic EPSand diluted earnings per common share (EPS) for the year ended April 30, 20162019 was $0.61$0.73 and $0.72 per share.share, respectively.

 

Management is hopeful that sales will continue to increase for the fiscal year ending April 30, 2018. The Company’s main2021. 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 with a major competitor going out of business at the end of 2019. Because of this closure, we have seen our orders increase and we are still adjusting to grow to fulfill these orders. Our Security sales division, of products that are sold (security switches) arewhich is our largest sales generator, is directly tied to the housing industry. And sinceindustry and we normally experience the housing industry’s performance has improved, the Company’s sales have also improved in relation to the economy.same fluctuations. We are always researching and developing new products that will help our sales increase. While weonly a few new or improved products were not successful in launching the anticipated new productssuccessfully launched in fiscal year 2017,2020, we are confident that more new products will be released soon, and we are searching for products that complement our current offerings.

At April 30, 2017, working capital increased 1.05% in comparison Management is always open to the previous fiscal year.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 Company measures liquidity usingintent is to utilize the quick ratio, which is the ratio of cash, securitiesequipment, marketing techniques and accounts receivablesestablished customers to current obligations. The Company’s quick ratio decreased to 20.881 for the year ended April 30, 2017 compared to 22.161 for the year ended April 30, 2016, reflecting a strong position in ability to meet capital needs as they arise.

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.

 

The case forAn updated version of the pool access alarm is currently going through electrical listing testing. Since the COVID-19 pandemic has happened, not much testing has progressed. This next-generation model combines our CC-15 is complete and now needs to go to U.L. for approval. Thisbattery operated DPA series with our hard wired 289 series. A variety of installation options will allow us to manufacture several different versions. One is a 15-amp version that would automatically turn on a whole room of lights. Another is a 220-volt version to be used in international markets.

We have completed two new low voltage switching devices and they have been introduced into the marketplace. The LVSD is a 2-amp, 12/24-VDC switching device that will power devices such as small motors, fans, sirens, strobes and LED lights. The LEDSD is a 2amp, 12/24-VDC controller with 2.1mm x 5.5mm connectors for use with LED lighting (puck, rope, strip, track and more). It can be used to turn on LED lighting in cabinets, display cases, closets, pantries, etc.

Mold work has been completed on connectors for our EZ-Duct line and these connectors are currently out for U.L. testing. This will allow the raceway line to be U.L. Listed for fire rating and high voltage.

We continue to work on high security switches. We have a triple biased high security switch design nearly complete and an adjustable magnet design was completed for recessed mounting applications.

We continue to research the possibilities of fuel level sensing and how that may also serve other agricultural based needs. Several companies from around the world have been looking for ways to secure fuel tanks and trucks. Our emphasis would be in ways to safely monitor fuel levels and report tampering.

A new float water sensor is being developed that will monitor water levels in livestock tanks and sump pumps.available through jumper pin settings.

 

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.

 

An updated versionIn the next month we are introducing a couple of new security products. They are listed below:

The 2707 Series are triple high biased magnetic reed contacts for high security and are available in SPDT and DPDT models. These contacts are resistant to magnetic tamper and defeat. They are used in applications such as airports, biotechnology labs, manufacturing plants, banks, military bases and energy-generation facilities.
The 3040 Panic Switch contains screw terminals and uses an actuating lever which can be triggered with only the tip of the finger. It can be installed under a counter or desk or any similar place. The 3040CT uses 12’ extreme temperature rated wire for installation in refrigerators and freezers. Both models have a latching LED indicating when the switch is activated and automatically resets when the lever is closed and is fully re-armed.

We have launched our new GR1840 Oval Metal Door Channel Magnet. This is a direct replacement for the obsolete Interlogix magnet. This magnet fits into the top channel of a metal door and does not require drilling into the door core. We have also paired this with several of our 200-36 overhead¾” and 1” steel door switch line up is nearing completion. The modified version, the 200-36UF, is being made as a universal fit switch. This will allow an installer to replace an existing switch without drilling new holes into the cement or adjusting the location. The modified case has an additional mounting hole along with reshaped mounting holes.contacts.

 

Two sizes of our custom power transfer device (PTDC)There have been introduced. The PTDC series offers a secure way to channel electricalseveral new products that have been introduced for our cable and wiring from the door frame to the door andtools segment. They are used for powering exit bars, locks, electric strikes etc. GRI offers two different end pieces; 0.218” inside diameter and 0.313” inside diameter, which will allow different sizes of wire to be looped through the custom length armored cable.listed below:

A 12” adjustable hole cutter which compliments the popular 10” hole cutter. Using a standard drill, this tool allows you to drill various size holes in the ceiling for speakers and canned lights. The dust bin which buts against the ceiling keeps the ceiling material and dust enclosed making for a clean, time saving installation.
The lighted Bullnose tips come in a variety of colors; red, green and blue to go along with the standard clear lights. These colored lights are placed on FiberFuse wire running rods which allows easy location of the rod ends in dark places such as attics and crawlspaces. The rods can be color coded for wire paths running into different rooms. Larger batteries add to the longevity of these new lights.

 

Critical Accounting Policies

 

The discussion and analysis of ourthe financial condition and results of operations are based upon our consolidatedthe financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States. The preparation of these financial statements requires us to makethe 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. OurThe most critical accounting policies relate to accounts receivable; marketable securities; inventory; income taxes; and segment reporting.

9

 

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 REITs.real-estate investment trusts (REITs). The investments in securities are classified as available-for-sale securities, and are reported at fair value. The Company uses the average cost method to determine the cost of securities sold and any unrealized gains or losses on equity securities are reported in the amount reclassified out of accumulated other comprehensive income intorespective 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 marketnet realizable value. Costs are determined using the average cost-pricing method. The Company uses standardactual 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.

 

9

In addition, the Company records an inventory obsolescence reserve, which represents the cost of the inventory that has had no movement in over two years. There is inherent professional judgment and subjectivity made by management in determining the estimated obsolescence percentage. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events.

 

Income Taxes—US GAAP requires use of the assets and liability method,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.

10

 

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 leasespurchased a building in November 2019 that was previously leased from Bonita Risk. Ken Risk, wasthus terminating the Chairman oflease during the Board and President and CEO of the Company until his death in February 2013.fiscal year ended April 30, 2020. Bonita Risk is Ken’s wife and is a director and an employee of the Company.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 requiresrequired a minimum payment of $1,535 on a month-to-month basis. The total lease expense for this arrangement was $ 7,675 during the fiscal year ended April 30, 2020 and $18,420 for the fiscal yearsyear ended April 30, 2017 and 2016.2019.

 

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 $5,820,000$5,167,000 for the year ended April 30, 20172020 and $4,304,000$4,224,000 for the year ended April 30, 2016.2019. The Company also received interest income from FirsTier Bank in the amount of approximately $4,900$74,600 for the fiscal year ended April 30, 20172020 and approximately $1,500$63,400 was received for the fiscal year ended April 30, 2016.2019.

10

Item 8 Financial Statements

 

Index to Financial Statements

George Risk Industries, Inc.

 

 Page
Report of Independent Registered Public Accounting FirmF-2
  
Balance Sheets—April 30, 20172020 and 20162019F-3
  
Statements of Income For the Years Ended April 30, 20172020 and 20162019F-5
  
Statements of Comprehensive Income For the Years Ended April 30, 20172020 and 20162019F-6
  
Statements of Changes in Stockholders’ Equity For the Years Ended April 30, 20172020 and 20162019F-7
  
Statements of Cash Flows For the Years Ended April 30, 20172020 and 20162019F-8F-9
  
Notes to Financial StatementsF-9F-10

Report of Independent Registered Public Accounting Firm

Board of Directors

George Risk Industries, Inc.

Kimball, Nebraska

We have audited the accompanying balance sheets of George Risk Industries, Inc. as of April 30, 2017 and 2016, 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, 2017. George Risk Industries, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of George Risk Industries, Inc. as of April 30, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2017, in conformity with accounting principles generally accepted in the United States of America.

/s/ Haynie & Company

Littleton, Colorado

August 12, 2017

George Risk Industries, Inc.

Balance Sheets

As of April 30, 20172020 and 20162019

 

 2017 2016  2020 2019 
ASSETS             
     
Current Assets:                
Cash and cash equivalents $6,456,000  $5,918,000  $6,458,000  $4,873,000 
Investments and securities  26,382,000   24,530,000   25,322,000   27,291,000 
Accounts receivable:                
Trade, net of $2,425 and $74 doubtful account allowance for 2017 and 2016, respectively  1,848,000   1,912,000 
Trade, net of $7,306 and $9,321 doubtful account allowance for 2020 and 2019, respectively  2,964,000   2,696,000 
Other  3,000   -   18,000   6,000 
Income tax overpayment  253,000   199,000   56,000   259,000 
Inventories, net  2,304,000   2,964,000   5,103,000   4,583,000 
Prepaid expenses  193,000   68,000   516,000   282,000 
Total Current Assets $37,439,000  $35,591,000   40,437,000   39,990,000 
                
Property and Equipment, at cost, net  739,000   756,000   1,465,000   984,000 
                
Other Assets                
Investment in Limited Land Partnership, at cost  273,000   253,000 
Investment in Limited Land Partnership – Held for Sale, at cost  320,000   293,000 
Projects in process  13,000   68,000   21,000   117,000 
Other  2,000   3,000 
Total Other Assets $286,000  $321,000   343,000   413,000 
                
Intangible Assets, net  1,517,000   1,640,000 
        
TOTAL ASSETS $38,464,000  $36,668,000  $43,762,000  $43,027,000 

 

The accompanying notes are an integral part of these financial statements.

George Risk Industries, Inc.

Balance Sheets (Continued)

As of April 30, 20172020 and 20162019

 

 2017 2016 
      2020 2019 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
        
Current Liabilities                
Accounts payable, trade $69,000  $31,000  $187,000  $206,000 
Dividends payable  1,416,000   1,255,000   1,892,000   1,714,000 
Accrued expenses:                
Payroll and related expenses  308,000   320,000   450,000   356,000 
Notes payable  950,000    
Total Current Liabilities $1,793,000  $1,606,000   3,479,000   2,276,000 
                
Long-Term Liabilities                
Deferred income taxes  906,000   278,000   699,000   1,198,000 
Total Long-Term Liabilities $906,000  $278,000   699,000   1,198,000 
                
Total Liabilities $2,699,000  $1,884,000   4,178,000   3,474,000 
                
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 
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   850,000   850,000 
Additional paid-in capital  1,736,000   1,736,000   1,934,000   1,934,000 
Accumulated other comprehensive income  1,239,000   347,000 
Accumulated other comprehensive income (loss)  (4,000)  14,000 
Retained earnings  35,981,000   35,337,000   41,006,000   40,883,000 
Less: treasury stock, 3,557,606 and 3,481,021 shares, at cost  (4,140,000)  (3,585,000)
Less: treasury stock, 3,552,954 and 3,544,271 shares, at cost  (4,301,000)  (4,227,000)
Total Stockholders’ Equity $35,765,000  $34,784,000   39,584,000   39,553,000 
                
TOTAL LIABILITES AND STOCKHOLDERS’ EQUITY $38,464,000  $36,668,000  $43,762,000  $43,027,000 

 

The accompanying notes are an integral part of these financial statements.

George Risk Industries, Inc.

Income Statements

For the years ended April 30, 20172020 and 20162019

 

 Year ended Year ended  Year ended Year ended 
 April 30, 2017 April 30, 2016  April 30, 2020 April 30, 2019 
           
Net Sales $10,904,000  $11,240,000  $14,809,000  $14,126,000 
Less: Cost of Goods Sold  (5,224,000)  (4,977,000)  (7,404,000)  (7,326,000)
Gross Profit $5,680,000  $6,263,000   7,405,000   6,800,000 
                
Operating Expenses:                
General and Administrative  914,000   853,000   1,304,000   1,235,000 
Sales  1,892,000   1,937,000 
Selling  2,278,000   2,167,000 
Engineering  73,000   92,000   86,000   74,000 
Rent Paid to Related Parties  18,000   19,000   7,000   18,000 
Total Operating Expenses $2,897,000  $2,901,000   3,675,000   3,494,000 
                
Income From Operations  2,783,000   3,362,000   3,730,000   3,306,000 
                
Other Income (Expense)                
Other Income  11,000   16,000   3,000   11,000 
Interest Expense  (1,000)  (1,000)
Dividend and Interest Income  774,000   867,000   931,000   981,000 
Gain (Loss) on Investments  (40,000)  72,000 
 $745,000  $955,000 
Unrealized Gain (Loss) on Equity Securities  (1,619,000)  444,000 
Gain (Loss) on Sale of Investment  (384,000)  61,000 
Gain (Loss) on Sale of Assets  5,000   (10,000)
Total Other Income (Expense)  (1,065,000)  1,486,000 
                
Income Before Provisions for Income Taxes  3,528,000   4,317,000   2,665,000   4,792,000 
                
Provisions for Income Taxes                
Current Expense  1,140,000   1,252,000   1,056,000   1,024,000 
Deferred tax (benefit) expense  (13,000)  (21,000)  (495,000)  170,000 
Total Income Tax Expense $1,127,000   1,231,000   561,000   1,194,000 
                
Net Income $2,401,000  $3,086,000  $2,104,000  $3,598,000 
                
Earnings Per Share of Common Stock                
Basic $0.48  $0.61  $0.42  $0.73 
Diluted $0.48  $0.61  $0.42  $0.72 
                
Weighted Average Number of Common Shares Outstanding (Basic)  4,984,013   5,024,428   4,952,277   4,962,547 
Weighted Average Number of Common Shares Outstanding (Diluted)  5,004,513   5,044,928   4,972,777   4,983,047 

 

The accompanying notes are an integral part of these financial statements.

George Risk Industries, Inc.

Statements of Comprehensive Income

For the years ended April 30, 20172020 and 20162019

 

 Year ended  Year ended 
  April 30, 2017  April 30, 2016 
       
Net Income $2,401,000  $3,086,000 
         
Other Comprehensive Income, Net of Tax        
Unrealized gain (loss) on securities:        
Unrealized holding gains (losses) arising during period  1,451,000   (1,545,000)
Less: reclassification adjustment for (gains) losses included in net income  82,000   (62,000)
Income tax expense related to other comprehensive income  (641,000)  672,000 
Other Comprehensive Income  892,000   (935,000)
         
Comprehensive Income $3,293,000  $2,151,000 
  Year ended  Year ended 
  April 30, 2020  April 30, 2019 
       
Net Income $2,104,000  $3,598,000 
         
Other Comprehensive Income (Loss), Net of Tax        
Unrealized gain (loss) on debt securities:        
         
Unrealized holding gains (losses) arising during period  (24,000)  265,000 
         
Income tax (expense) benefit related to other comprehensive income  6,000   (76,000)
Other Comprehensive Income (Loss)  (18,000)  189,000 
         
Comprehensive Income $2,086,000  $3,787,000 

 

The accompanying notes are an integral part of these financial statements.

George Risk Industries, Inc.

Statements of Stockholders’ Equity

For the Years Ended April 30, 20172020 and 20162019

 

            Accumulated       Preferred Stock  Common Stock Class A 
 Preferred Stock Common Stock
Class A
 Paid-In Treasury Stock
(Common Class A)
 Other
Comprehensive
 Retained    Shares  Amount  Shares  Amount 
Balances, April 30, 2018  4,100  $99,000   8,502,881  $850,000 
 Shares Amount Shares Amount Capital Shares Amount Income Earnings Total                 
Balances, April 30, 2015  4,100  $99,000   8,502,881  $850,000  $1,736,000   3,477,156  $(3,558,000) $1,282,000  $33,960,000  $34,369,000 
Cumulative effect of the adoption of ASU 2016-01            
                
Balance at May 1, 2018, after adoption of ASU 2016-01  4,100   99,000   8,502,881   850,000 
                                                        
Purchases of common stock                 3,865   -27,000         -27,000             
                                                        
Dividend declared at $0.34 per common share outstanding                          -1,709,000   -1,709,000 
Dividend declared at $0.38 per common share outstanding            
                                                        
Unrealized gain (loss), net of tax effect                       -935,000      -935,000             
                                                        
Net Income                          3,086,000   3,086,000             
                                                        
Balances, April 30, 2016  4,100   99,000   8,502,881   850,000   1,736,000   3,481,021   -3,585,000   347,000   35,337,000   34,784,000 
Balances, April 30, 2019  4,100   99,000   8,502,881   850,000 
                                                        
Purchases of common stock                 76,585   -555,000         -555,000             
                                                        
Dividend declared at $0.35 per common share outstanding                          -1,757,000   -1,757,000 
Dividend declared at $0.40 per common share outstanding            
                                                        
Unrealized gain (loss), net of tax effect                       892,000      892,000             
                                                        
Net Income                          2,401,000   2,401,000             
                                                        
Balance, April 30, 2017  4,100  $99,000   8,502,881  $850,000  $1,736,000   3,557,606  $(4,140,000) $1,239,000  $35,981,000  $35,765,000 
Balance, April 30, 2020  4,100  $99,000   8,502,881  $850,000 

 

The accompanying notes are an integral part of these financial statements.

George Risk Industries, Inc.

Statements of Cash FlowsStockholders’ Equity

For the Years Ended April 30, 2020 and 2019

 

  Year ended  Year ended 
  April 30, 2017  April 30, 2016 
       
Cash Flows From Operating Activities:        
Net Income $2,401,000  $3,086,000 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation  187,000   182,000 
(Gain) loss on sale of investments  (180,000)  (141,000)
Impairment on investments  220,000   69,000 
Bad debt expense  2,000   (2,000)
Reserve for obsolete inventory  1,000   6,000 
Deferred income taxes  (13,000)  (21,000)
Changes in assets and liabilities:        
(Increase) decrease in:        
Accounts receivable  62,000   98,000 
Inventories  660,000   (695,000)
Prepaid expenses  (124,000)  40,000 
Employee receivables  (3,000)  2,000 
Income tax overpayment  (55,000)  335,000 
Increase (decrease) in:        
Accounts payable  38,000   (79,000)
Accrued expense  (12,000)  14,000 
Net cash provided by (used in) operating activities $3,184,000  $2,894,000 
         
Cash Flows From Investing Activities:        
(Purchase) of property and equipment  (115,000)  (288,000)
Proceeds from sale of marketable securities  587,000   64,000 
(Purchase) of marketable securities  (947,000)  (864,000)
(Purchase) of long-term investment  (20,000)  - 
Collections of loans to employees  -   1,000 
Net cash provided by (used in) investing activities $(495,000) $(1,087,000)
         
Cash Flows From Financing Activities:        
(Purchase) of treasury stock  (555,000)  (27,000)
Dividends paid  (1,596,000)  (1,553,000)
Net cash provided by (used in) financing activities $(2,151,000) $(1,580,000)
         
Net Increase (Decrease) in Cash and Cash Equivalents $538,000  $227,000 
         
Cash and Cash Equivalents, beginning of period $5,918,000  $5,691,000 
         
Cash and Cash Equivalents, end of period $6,456,000  $5,918,000 
         
Supplemental Disclosure for Cash Flow Information:        
Cash payments for:        
Income taxes paid $1,412,000  $1,380,000 
Interest expense  -   - 
         
Cash receipts for:        
Income taxes  185,000   447,000 

Paid-In

  

Treasury Stock

(Common Class A)

  

Accumulated

Other

Comprehensive

  

Retained

    
Capital  Shares  Amount  Income (Loss)  Earnings  Total 
$1,934,000   3,534,784  $(4,148,000) $2,249,000  $36,746,000  $37,730,000 
                       
          (2,424,000)  2,424,000    
                       
 1,934,000   3,534,784   (4,148,000)  (175,000)  39,170,000   37,730,000 
                       
    9,487   (79,000)        (79,000)
                       
             (1,885,000)  (1,885,000)
                       
          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 
                       
    8,683   (74,000)        (74,000)
                       
             (1,981,000)  (1,981,000)
                       
          (18,000)     (18,000)
                       
             2,104,000   2,104,000 
                       
$1,934,000   3,552,954  $(4,301,000) $(4,000) $41,006,000  $39,584,000 

 

The accompanying notes are an integral part of these financial statements.

George Risk Industries, Inc.

Statements of Cash Flows

  Year ended  Year ended 
  April 30, 2020  April 30, 2019 
       
Cash Flows From Operating Activities:        
Net Income $2,104,000  $3,598,000 
Adjustments to reconcile net income to net cash provided by operating activities:        
Depreciation and amortization  373,000   354,000 
Realized (gain) loss on sale of investments  227,000   (129,000)
Impairment on investments  157,000   68,000 
Unrealized (gain) loss on equity securities  1,619,000   (444,000)
Bad debt expense  (2,000)  3,000 
Reserve for obsolete inventory  47,000    
(Gain) loss on sale of assets  (5,000)  10,000 
Deferred income taxes  (496,000)  170,000 
Changes in assets and liabilities:        
(Increase) decrease in:        
Accounts receivable  (266,000)  (155,000)
Inventories  (567,000)  (1,316,000)
Prepaid expenses  (137,000)  207,000 
Other receivables  (12,000)  (5,000)
Income tax overpayment  203,000   489,000 
Increase (decrease) in:        
Accounts payable  (19,000)  (130,000)
Accrued expense  94,000   15,000 
Net cash from operating activities  3,320,000   2,735,000 
         
Cash Flows From Investing Activities:        
Proceeds from sale of assets  5,000   5,000 
(Purchase) of property and equipment  (731,000)  (154,000)
Proceeds from sale of marketable securities  776,000   766,000 
(Purchase) of marketable securities  (831,000)  (942,000)
(Purchase) of long-term investment  (27,000)   
Net cash from investing activities  (808,000)  (325,000)
         
Cash Flows From Financing Activities:        
Proceeds from issuance of new debt  950,000    
(Purchase) of treasury stock  (74,000)  (79,000)
Dividends paid  (1,803,000)  (1,752,000)
Net cash from financing activities  (927,000)  (1,831,000)
         
Net Change in Cash and Cash Equivalents  1,585,000   579,000 
         
Cash and Cash Equivalents, beginning of year  4,873,000   4,294,000 
         
Cash and Cash Equivalents, end of year $6,458,000  $4,873,000 
         
Supplemental Disclosure for Cash Flow Information:        
Cash payments for:        
Income taxes paid $1,277,000  $1,200,000 
Interest expense  1,000   1,000 
         
Cash receipts for:        
Income taxes $433,000  $589,000 

The accompanying notes are an integral part of these financial statements.

George Risk Industries, Inc.

Notes to Financial Statements

April 30, 20172020

 

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 custom computer keyboards, push button switches, burglar alarm components and systems, pool alarms, thermostats, EZ Duct wire covers, water sensors and water sensors.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 federally 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 $2,425$7,306 for the year ended April 30, 20172020 and $74$9,321 for the year ended April 30, 2016.2019. For the fiscal year ended April 30, 2017,2020, bad debt expenserecovery was $2,351.$156. For the fiscal year ended April 30, 2016,2019, bad debt expense was a net credit of $2,489.$3,807.

 

Inventories—Inventories are stated at the lower of cost or market.net realized value. Cost is determined using the average cost-pricing method. The Company uses standardactual costs to price its manufactured inventories, approximating average costs.

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
 2017
Cost
 2016
Cost
  Useful Life
in Years
 2020
Cost
  2019
Cost
 
Dies, jigs, and molds 3–7 $1,808,000  $1,685,000  3–7 $1,826,000  $1,808,000 
Machinery and equipment 5–10  1,195,000   1,156,000  5–10  1,797,000   1,533,000 
Furniture and fixtures 5–10  145,000   145,000  5–10  143,000   142,000 
Leasehold improvements 5–32  220,000   214,000  5–32  266,000   256,000 
Buildings 20–39  659,000   659,000  20–39  1,151,000   853,000 
Automotive 3–5  66,000   76,000  3–5  110,000   89,000 
Software 2–5  353,000   353,000  2–5  425,000   390,000 
Land N/A  13,000   13,000  N/A  80,000   13,000 
Total    4,459,000   4,301,000     5,798,000   5,084,000 
Accumulated depreciation    (3,720,000)  (3,545,000)    (4,333,000)  (4,100,000)
Net   $739,000  $756,000 
Property and equipment, net   $1,465,000  $984,000 

 

Depreciation expense of $187,000$250,000 and $182,000$231,000 was charged to operations for the years ended April 30, 20172020 and 2016,2019, respectively.

 

Maintenance and repairs are charged to expense as incurred, and expenditures for major improvements are capitalized. When assets are retired or otherwise disposed of, the property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is credited or charged to operations.

 

Advertising—Investment in Limited Land Partnership – Held for Sale — 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 $120,000 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, 2020, the Company had $1,517,000 of net intangible asset costs, while the net intangible assets costs at April 30, 2019 were $1,640,000. Amortization expense was $123,000 for the years ended April 30, 2020 and 2019, respectively.

1.Nature of Business and Summary of Significant Accounting Policies, continued

As of April 30, 2020, future amortization of intangible assets is expected as follows:

Fiscal year end 

Amortization

amount

 
2021 $123,000 
2022 $123,000 
2023 $123,000 
2024 $122,000 
2025 $121,000 
Thereafter $902,000 
  $1,517,000 

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 income. 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.

Advertising — Advertising costs are expensed as incurred and are included in selling expenses. Advertising expense amounted to $330,000$174,000 and $289,000$223,000 for the years ended April 30, 20172020 and 2016,2019, respectively.

 

Income TaxesUS GAAP requires use of the liability method, whereby current and deferred Deferred tax assets and liabilities are determined based onrecorded for the future consequences of events that have been recognized in the Company’s financial statements or tax rates and laws enacted asreturns. Measurement of the balance sheet date. Deferred tax expense represents the change in the deferred tax asset/liability balances.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.

 

The flow-through method of accountingAccounting standards prescribe a recognition threshold and a measurement attribute for tax credits has been adopted by the Company. Such credits are reflected as a reductionfinancial statement recognition and measurement of the provisionpositions 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. Tax years open for examination by taxing authorities are 2016, 2017, and 2018. Interest and penalties accrued on uncertain tax positions are recorded as income taxes in the year in which they become available.tax expense.

Net Income Per Common Share—Net income per common share is based on the weighted average number of common shares outstanding during each fiscal year. The dilutive effect of convertible preferred stock is reflected in diluted earnings per share by application of the if-converted method. Under this method, preferred dividends applicable to convertible preferred stock are added to the numerator and convertible preferred stock is assumed to have been converted at the beginning of the period.

1.Nature of Business and Summary of Significant Accounting Policies, continued

 

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 InstrumentsFinancial Certain financial instruments consistare 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 andflows. 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.

Investments — The accounting policies for the Company’s principal investments are as follows: Debt Securities  and Equity Securities: Effective May 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2016-01 “Financial Instruments-Overall (ASC Subtopic 825-10):Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”) (See the Adoption of New Pronouncements section). As a result, the Company measures its equity securities at fair value and recognizes any changes in fair value in net income. Prior to adoption, equity securities were designated as available-for-sale and reported at fair value with unrealized capital gains (losses) recorded in Accumulated other comprehensive income (loss) (“AOCI”). The Company’s Debt Securities  are currently designated as available-for-sale. Available-for-sale securities are reported at fair value and unrealized capital gains (losses) on these securities are recorded directly in AOCI and presented net of related changes in deferred income taxes. Purchases and sales of debt securities and equity securities are recorded on the trade date. Investment gains and losses on sales of securities are generally determined on a first-in-first-out (“FIFO”) basis.

The Company evaluates all marketable securities accounts receivable and accounts payable. The carrying values of these financial instruments approximatefor other-than temporary declines in fair value, duewhich are defined as when the cost basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized position. When an “other-than-temporary” decline is identified, the Company will decrease the cost of the marketable security to their short-term nature.the new fair value and recognize a real loss. The investments are periodically evaluated to determine if impairment changes are required.

 

Revenue RecognitionRevenue 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 risksthe product is shipped.

Variable Consideration -- The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange for transferring goods. Certain customers may receive cash and/or non-cash incentives such as cash rebates, customer discounts (such as volume or trade discounts), which are accounted for as variable consideration. In some cases, the Company must apply judgment, including contractual rates and benefitshistorical payment trends, when estimating variable consideration.

Product Returns -- In the normal course of business, the Company may allow customers to return product per the provisions in ownershipa sale agreement. Estimated product returns are transferred,recorded as a reduction in reported revenues with offsetting entries recorded in the balance sheet quarterly based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration expected to receive.

Product Warranties -- In the normal course of business, the Company offers warranties for a variety of its products. The specific terms and conditions of the warranties vary depending upon the specific product and markets in which normally occursthe products were sold. The Company accrues for the estimated cost of product warranty at the time of shipmentsale based on historical experience.

1.Nature of Business and Summary of Significant Accounting Policies, continued

Shipping and Handling Costs — The Company considers all shipping and handling to be fulfillment activities and not a separate performance obligation. Shipping and handling costs are recorded as cost of products.sales.

 

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, 2017,2020, the Company operated in twothree 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-11F-14
 

 

1.Nature of Business and Summary of Significant Accounting Policies, continued

 

Recently Issued Accounting Pronouncements —In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. The objective of this update is to provide a robust framework for addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance. This update is effective in annual reporting periods beginning after December 15, 2017 and the interim periods within that year. The Company is evaluating the impact of this update on the Company’s financial statements.

In February ofJune 2016, the FASB issued ASU 2016-02No. 2016-13, “LeasesFinancial Instruments – Credit Losses . Under(Topic 326): Measurement of Credit Losses on Financial Instruments”, which requires entities to use a forward looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The FASB has subsequently issued updates to the new guidance, lessees will be requiredstandard to recognize so-called right-of-use assets and liabilities for most leases having lease terms of 12 months or more. This updateprovide additional clarification on specific topics. Topic 326 is effective in annual reportingfor fiscal years, and interim periods within those fiscal years, beginning after December 31, 201915, 2019. As a result, we are required to apply this guidance in our fiscal 2021 interim and annual financial statements commencing May 1, 2020. Currently, we do not expect this guidance to impact our results of operations, financial position, or statement of cash flow.

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 starting thereafter.within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures. We do not expect this guidance to impact our results of operations, financial position, or statement of cash flow.

In January 2020, the FASB issued ASU 2020-01, “Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815.” The ASU is based on a consensus of the Emerging Issues Task Force and is expected to increase comparability in accounting for these transactions. ASU 2016-01 made targeted improvements to accounting for financial instruments, including providing an entity the ability to measure certain equity securities without a readily determinable fair value at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. Among other topics, the amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting. For public business entities, the amendments in the ASU are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Company is evaluatingdoes not expect the adoption of ASU 2020-01 to have a material impact of this update on the Company’sits financial statements.

There are no other new accounting pronouncements that are expected to have a significant impact on our financial statements.

1.Nature of Business and Summary of Significant Accounting Policies, continued

 

Subsequent Events – Management has evaluated all events or transactions that occurred after April 30, 20172020 through August 12, 2017,13, 2020, the report date of the financial statements. During this period,and subsequent to the Company didfourth quarter of the current fiscal year, the world has been impacted by the spread of the coronavirus (COVID-19). It has created significant economic uncertainty and volatility. The extent to which the coronavirus pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the effect on our clients and client demand for our services and solutions; our ability to sell and provide our services and solutions, including as a result of travel restrictions and people working from home; the ability of our clients to pay for our services and solutions; and any material recognizable subsequent events.closures of our and our clients’ offices and facilities. Any of these events could materially adversely affect our business, financial condition, results of operations and/or stock price.

 

The Company manufactures and supplies “essential” products and services to many critical industries, so our production facilities will continue to operate. The health and safety of our employees and their families remains our top priority. Therefore, we have implemented many Center of Disease Control protocols to keep our employees safe while the Company continues to produce products and provide service to our customers. While we are operating in a rapidly changing environment, we also continue to hear positive news from our raw material suppliers.

3.2.Inventories

 

Inventories at April 30, 20172020 and 2016,2019, consisted of the following:

 

  2017  2016 
Raw materials $1,579,000  $1,948,000 
Work in process  442,000   641,000 
Finished goods  356,000   448,000 
   2,377,000   3,037,000 
Less: allowance for obsolete inventory  (73,000)  (73,000)
Totals $2,304,000  $2,964,000 

  2020  2019 
Raw materials $4,233,000  $3,644,000 
Work in process  402,000   389,000 
Finished goods  606,000   641,000 
   5,241,000   4,674,000 
Less: allowance for obsolete inventory  (138,000)  (91,000)
Inventories, net $5,103,000  $4,583,000 
3.Investments

 

The Company has investments in publicly traded equity securities, corporate bonds, state and municipal debt securities, real estate investment trusts,REITs, money markets, and certificates of deposits and hedge funds. The investments in securities, which include all investments except for the hedge funds,they are classified as available-for-sale securities, and are reportedrecorded at fair value. Available-for-saleThe investments in debt securities, which include municipal bonds, bond funds, and corporate bonds, mature between September 2017June 2020 and November 2048.January 2044. The Company uses the average cost method to determine the cost of equity securities sold andwith any unrealized gains or losses reported in the amount reclassified out of accumulated other comprehensive income intorespective period’s earnings. Unrealized gains and losses are excluded from earnings and reported separately as a component of stockholders’ equity. Dividend and interest income are reported as earned.

 

As of April 30, 20172020 and 2016,2019, investments consisted of the following:

 

    Gross  Gross    
Investments at Cost  Unrealized  Unrealized  Reported 
April 30, 2017 Basis  Gains  Losses  Value 
Municipal bonds $6,045,000  $90,000  $(97,000) $6,038,000 
Corporate bonds $129,000  $1,000  $-  $130,000 
REITs $64,000  $13,000  $(1,000) $76,000 
Equity securities $15,259,000  $2,441,000  $(319,000) $17,381,000 
Money Markets and CDs $2,757,000  $-  $-  $2,757,000 
Total $24,254,000  $2,545,000  $(417,000) $26,382,000 

Investments at    Gross  Gross    
April 30, 2020 Cost  Unrealized  Unrealized  Reported 
  Basis  Gains  Losses  Value 
Municipal bonds $5,271,000  $80,000  $(89,000) $5,262,000 
Corporate bonds $26,000  $-  $-  $26,000 
REITs $112,000  $-  $(44,000) $68,000 
Equity securities $17,119,000  $3,446,000  $(1,180,000) $19,385,000 
Money Markets and CDs $581,000  $-  $-  $581,000 
Total $23,109,000  $3,526,000  $(1,313,000) $25,322,000 

 

Investments at   Gross Gross   
April 30, 2019 Cost Unrealized Unrealized Reported 
   Gross Gross    Basis Gains Losses Value 
Investments at Cost Unrealized Unrealized Reported 
April 30, 2016 Basis Gains Losses Value 
Municipal bonds $6,489,000  $133,000  $(239,000) $6,383,000  $5,459,000  $79,000  $(55,000) $5,483,000 
Corporate bonds $130,000  $-  $(4,000) $126,000  $26,000  $-  $-  $26,000 
REITs $42,000  $4,000  $(2,000) $44,000  $89,000  $1,000�� $(6,000) $84,000 
Equity securities $14,796,000  $1,187,000  $(484,000) $15,499,000  $16,618,000  $4,143,000  $(296,000) $20,465,000 
Money Markets and CDs $2,478,000  $-  $-  $2,478,000  $1,233,000  $-  $-  $1,233,000 
Total $23,935,000  $1,324,000  $(729,000) $24,530,000  $23,425,000  $4,223,000  $(357,000) $27,291,000 

Marketable securities that are classified as 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 income 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 income. On May 1, 2018, 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 $220,000$157,000 for the year ended April 30, 20172020 and $69,000$68,000 for the year ended April 30, 2016.2019.

 

The Company’s investments are actively traded in the stock and bond markets. Therefore, there is either a realized gain or loss that is recorded when a sale happens. For the fiscal year ended April 30, 2020 the Company had sales of equity securities which yielded gross realized gains of $374,000 and gross realized losses of $608,000. For the same period, sales of debt securities yielded gross realized gains of $4,000 and gross realized losses of $154,000. Conversely, the Company recorded gross realized gains on equity securities of $679,000 and gross realized losses of $380,000 for the fiscal year ending April 30, 2019. As for debt securities, gross realized gains were $20,000 and gross realized losses were $258,000 for the fiscal year ending April 30, 2019. The gross realized loss numbers include the impaired figures listed in the previous paragraph. Additionally, proceeds from sales of securities available for sale were $776,000 for the fiscal year ended April 30, 2020 and were $766,000 for the prior fiscal year.

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, 20172020 and 2016.2019.

 

Unrealized Loss Breakdown by Investment Type at April 30, 20172020

 

 Less than 12 months 12 months or greater Total  Less than 12 months 12 months or greater Total 
Description Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss  Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 
Municipal bonds $1,420,000  $(19,000) $1,292,000  $(78,000) $2,712,000  $(97,000) $2,203,000  $(42,000) $484,000  $(47,000) $2,687,000  $(89,000)
REITs $  $  $27,000  $(1,000) $27,000  $(1,000) $43,000  $(30,000) $24,000  $(14,000) $67,000  $(44,000)
Equity securities $983,000  $(92,000) $1,689,000  $(227,000) $2,672,000  $(319,000) $5,496,000  $(866,000) $1,651,000  $(314,000) $7,147,000  $(1,180,000)
Total $2,403,000  $(111,000) $3,008,000  $(306,000) $5,411,000  $(417,000) $7,742,000  $(938,000) $2,159,000  $(375,000) $9,901,000  $(1,313,000)

 

Unrealized Loss Breakdown by Investment Type at April 30, 20162019

 

 Less than 12 months 12 months or greater Total  Less than 12 months 12 months or greater Total 
Description Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss  Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss 
Municipal bonds $3,129,000  $(215,000) $609,000  $(24,000) $3,738,000  $(239,000) $772,000  $(4,000) $580,000  $(50,000) $1,352,000  $(54,000)
Corporate bonds $  $  $27,000  $(4,000) $27,000  $(4,000)
REITs $27,000  $(2,000) $  $  $27,000  $(2,000) $  $  $32,000  $(6,000) $32,000  $(6,000)
Equity securities $5,018,000  $(323,000) $1,171,000  $(161,000) $6,189,000  $(484,000) $932,000  $(102,000) $1,652,000  $(195,000) $2,584,000  $(297,000)
Total $8,174,000  $(540,000) $1,807,000  $(189,000) $9,981,000  $(729,000) $1,704,000  $(106,000) $2,264,000  $(251,000) $3,968,000  $(357,000)

 

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, 2017.

Corporate Bonds

The Company’s unrealized loss on investments in corporate bonds relates to one bond. The contractual term of this investment does not permit the issuer to settle the security at a price less than the amortized cost of the investment. Because the Company has the ability to hold

3.Investments, continued

this investment until a recovery of fair value, which may be maturity, the Company does not consider this investment to be other-than-temporarily impaired at April 30, 2017.2020.

 

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, 2017.

2020.

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.Company. 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 and Roth (taxable) 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 $40,000 and $10,000 were paid forin each of the fiscal years ending April 30, 20172020 and 2016,2019 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, 20172020 and 2016.2019.

 

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, 2017,2020, the Company purchased 76,5858,683 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.

6.Earnings Per Share

 

Basic and diluted earnings per share, assuming convertible preferred stock was converted for each period presented are:

 

 April 30, 2017  April 30, 2020 
 Income Shares Per-Share  Income Shares Per-Share 
 (Numerator) (Denominator) Amount  (Numerator)  (Denominator)  Amount 
Net income $2,401,000          $2,104,000         
Basic EPS $2,401,000   4,984,013  $.4817  $2,104,000   4,952,277  $.42 
Effect of dilutive Convertible Preferred Stock     20,500   (.0019)     20,500    
Diluted EPS $2,401,000   5,004,513  $.4798  $2,104,000   4,972,777  $.42 

 

 

April 30, 2016

  

 

April 30, 2019

 
 Income Shares Per-Share  Income Shares Per-Share 
 (Numerator) (Denominator) Amount  (Numerator)  (Denominator)  Amount 
Net income $3,086,000          $3,598,000         
Basic EPS $3,086,000   5,024,428  $.6142  $3,598,000   4,962,547  $.73 
Effect of dilutive Convertible Preferred Stock     20,500   (.0025)     20,500   (.01)
Diluted EPS $3,086,000   5,044,928  $.6117  $3,598,000   4,983,047  $.72 

 

F-20

 

7.Commitments, Contingencies, and Related Party Transactions

 

The Company leasesleased a building from Bonita Risk.Risk until the Company purchased the building from her in November 2019 for $200,000. 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 requiresrequired a minimum payment of $1,535 on a month-to-month basis. The total lease expense for this arrangement per year was $7,675 and $18,420 for the fiscal years ended April 30, 20172020 and 2016.2019, respectively.

 

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 $5,820,000$5,167,000 for the year ended April 30, 20172020 and $4,304,000$4,224,000 for the year ended April 30, 2016.2019. The Company also received interest income from FirsTier Bank in the amount of approximately $4,900$74,600 for the year ended April 30, 20172020 and $1,500$63,400 for the year ended April 30, 2016.

2019.

8.Income Taxes

 

Reconciliation of income taxes with Federal and State taxable income:

 

 2017 2016  2020 2019 
Income before income taxes $3,528,000  $4,317,000  $2,665,000  $4,792,000 
State income tax deduction  (205,000)  (236,000)  (282,000)  (265,000)
Interest and dividend income  (565,000)  (638,000)  (462,000)  (658,000)
Domestic production activities deduction  (270,000)  (312,000)
Nondeductible expenses and timing differences  241,000   18,000   1,875,000   (308,000)
Taxable income $2,729,000  $3,149,000  $3,796,000  $3,561,000 

 

The following schedule reconciles the provision for income taxes to the amount computed by applying the statutory rate to income before income taxes:

 

 2017  2016 
Income tax provision at statutory rate $1,475,000  $1,805,000 
Increase (decrease) income taxes resulting from:        
State income taxes  (86,000)  (99,000)
Interest and dividend income  (236,000)  (267,000)
Domestic production activities  (113,000)  (130,000)
Deferred taxes  (13,000)  (21,000)
Other temporary and permanent differences  100,000   (57,000)
Income tax expense $1,127,000  $1,231,000 
        
Federal tax rate  34.0%  34.0%
State tax rate  7.8%  7.8%
Blended statutory rate  41.8%  41.8%

8.Income Taxes, continued
  2020  2019 
Income tax provision at statutory rate $768,000  $1,380,000 
Increase (decrease) income taxes resulting from:        
State income taxes  (81,000)  (76,000)
Interest and dividend income  (133,000)  (190,000)
Deferred taxes  (495,000)  170,000 
Other temporary and permanent differences  502,000   (90,000)
Income tax expense $561,000  $1,194,000 
         
Federal tax rate  21.00%  21.00%
State tax rate  7.81%  7.81%
Blended statutory rate  28.81%  28.81%

 

Deferred tax assets (liabilities) consist of the following components at April 30, 20172020 and 2016:2019:

 

  2017  2016 
Deferred tax current assets (liabilities):        
Inventory valuation  31,000   30,000 
Allowance for doubtful accounts  1,000    
263A adjustment  77,000   98,000 
Accrued vacation  38,000   34,000 
Accumulated unrealized (gain)/loss on investments  (890,000)  (249,000)
Net deferred tax assets (liabilities) $(743,000) $(87,000)
        
Deferred long-term tax assets (liabilities):        
Depreciation  (163,000)  (191,000)
Net deferred long-term tax assets (liabilities) $(163,000) $(191,000)

  2020  2019 
Deferred tax assets (liabilities):        
Depreciation $(136,000) $(141,000)
Inventory valuation  40,000   26,000 
Allowance for doubtful accounts  2,000   3,000 
Accrued vacation  32,000   28,000 
Accumulated unrealized (gain)/loss on investments  (637,000)  (1,114,000)
Net deferred tax assets (liabilities) $(699,000) $(1,198,000)
9.Business Segments

 

The following is financial information relating to industry segments:

 

  Quarter ended  Year ended  Year ended 
  April 30, 2017  April 30, 2017  April 30, 2016 
Net revenue:            
Security alarm products $2,232,000  $6,968,000  $8,989,000 
Other products  478,000   3,936,000   2,251,000 
Total net revenue $2,710,000  $10,904,000  $11,240,000 
            
Income from operations:            
Security alarm products  420,000   1,778,000   2,689,000 
Other products  237,000   1,005,000   673,000 
Total income from operations $657,000  $2,783,000  $3,362,000 
            
Depreciation and amortization:            
Security alarm products  9,000   38,000   16,000 
Other products  28,000   108,000   123,000 
Corporate general  12,000   41,000   43,000 
Total depreciation and amortization $49,000  $187,000  $182,000 
            
Capital expenditures:            
Security alarm products  14,000   14,000   24,000 
Other products  10,000   140,000   33,000 
Corporate general     16,000   219,000 
Total capital expenditures $24,000  $170,000  $276,000 

  Quarter ended  Year ended  Year ended 
  April 30,  April 30,  April 30, 
  2020  2020  2019 
  (Unaudited)       
Net revenue:            
Security alarm products $3,380,000  $12,021,000  $11,006,000 
Cable & wiring tools  410,000   2,141,000   2,431,000 
Other products  167,000   647,000   689,000 
Total net revenue $3,957,000  $14,809,000  $14,126,000 
             
Income from operations:            
Security alarm products  889,000   3,186,000   2,656,000 
Cable & wiring tools  108,000   387,000   488,000 
Other products  44,000   157,000   162,000 
Total income from operations $1,041,000  $3,730,000  $3,306,000 
             
Depreciation and amortization:            
Security alarm products  44,000   121,000   95,000 
Cable & wiring tools  31,000   123,000   123,000 
Other products  13,000   64,000   74,000 
Corporate general  9,000   65,000   62,000 
Total depreciation and amortization $97,000  $373,000  $354,000 
             
Capital expenditures:            
Security alarm products  165,000   359,000   75,000 
Cable & wiring tools         
Other products     18,000   56,000 
Corporate general  82,000   354,000   23,000 
Total capital expenditures $247,000  $731,000  $154,000 

 

  

April 30, 2017

  April 30, 2016 
Identifiable assets:        
Security alarm products  3,180,000   4,203,000 
Other products  1,517,000   1,142,000 
Corporate general  33,767,000   31,323,000 
Total assets $38,464,000  $36,668,000 

  April 30, 2020  April 30, 2019 
Identifiable assets:        
Security alarm products  7,150,000   6,179,000 
Cable & wiring tools  2,684,000   2,713,000 
Other products  724,000   842,000 
Corporate general  33,204,000   33,293,000 
Total assets $43,762,000  $43,027,000 
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, 20172020 and 2016,2019, the Company had uninsured balances of $5,642,000,$4,940,000, and $4,279,000,$4,082,000, respectively. Management believes that this financial institution is financially sound and the risk of loss is minimal. The Company also maintains cash balances in money market funds at the above-mentioned financial institution. Such balances are not insured.

 

Management also has cash funds with Wells Fargo Bank with uninsured balances of $386,000$1,041,000 and $1,363,000$399,000 for the years ending April 30, 20172020 and 2016,2019, 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 38%40% of total sales for the year ended April 30, 20172020 and 41% of total sales for the year ended April 30, 2016.2019. This distributor accounted for 47%54% and 48%61% of accounts receivable at April 30, 20172020 and 2016,2019, respectively.

 

Security switch sales made up 81% of total sales for the fiscal year ended April 30, 20172020 and 80%78% of total sales for the fiscal year ended April 30, 2016.2019.

 

11.Fair Value Measurements

 

The carrying value of ourthe 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 1Valuation is based upon quoted prices for identical instruments traded in active markets.
   
 Level 2Valuation 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 3Valuation 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.

 

F-20F-24
 

Investments and Marketable Securities

As of April 30, 2017, our2020, The Company’s investments consisted of money markets, publicly traded equity securities, real estate investment trusts (RETIs)REITs as well as certain state and municipal debt securities and corporate bonds. OurThe 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.

 

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, 2017
 
  Level 1  Level 2  Level 3  Total 
Assets:                
Municipal Bonds    $6,038,000     $6,038,000 
Corporate Bonds $130,000        $130,000 
REITs    $76,000     $76,000 
Equity Securities $17,381,000        $17,381,000 
Money Markets and CDs $2,757,000        $2,757,000 
Total fair value of assets measured on a recurring basis $20,268,000  $6,114,000     $26,382,000 

  

Assets Measured at Fair Value on a Recurring

Basis as of April 30, 2020

 
  Level 1  Level 2  Level 3  Total 
Assets:                
Municipal Bonds    $5,262,000     $5,262,000 
Corporate Bonds $26,000        $26,000 
REITs    $68,000     $68,000 
Equity Securities $19,385,000        $19,385,000 
Money Markets and CDs $581,000        $581,000 
Total fair value of assets measured on a recurring basis $19,992,000  $5,330,000     $25,322,000 

 

 Assets Measured at Fair Value on a Recurring
Basis as of April 30, 2016
  Assets Measured at Fair Value on a Recurring
Basis as of April 30, 2019
 
 Level 1 Level 2 Level 3 Total  Level 1 Level 2 Level 3 Total 
Assets:                                
Municipal Bonds    $6,383,000     $6,383,000     $5,483,000     $5,483,000 
Corporate Bonds $126,000        $126,000  $26,000        $26,000 
REITs    $44,000     $44,000     $84,000     $84,000 
Equity Securities $15,499,000        $15,499,000  $20,465,000        $20,465,000 
Money Markets and CDs $2,478,000        $2,478,000  $1,233,000        $1,233,000 
Total fair value of assets measured on a recurring basis $18,103,000  $6,427,000     $24,530,000  $21,724,000  $5,567,000     $27,291,000 

12.Notes Payable

 

On April 15, 2020, the Company received loan proceeds of approximately $950,000 (the “PPP Loan”) from FirsTier Bank, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The PPP Loan, which was in the form of a Note dated April 15, 2020 issued to the Company, matures on April 15, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on November 15, 2020. The Note may be prepaid by the Company at any time prior to maturity with no prepayment penalties. Funds from the PPP Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on certain other debt obligations. The Company intends to use the entire PPP Loan amount for qualifying expenses. Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act.

Item 9Disagreements on Accounting and Financial Disclosures

Item 9 Disagreements on Accounting and Financial Disclosures

 

There were no disagreements with accountants on accounting and financial disclosure.

Item 9AControls and Procedures

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, 20172020 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, 20172020 and 2016,2019, 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'sCompany’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 duties for proper internal controls and financial reporting, particularly as it relates to financial reporting to assure material disclosures or implementation of newly issued accounting standards are included. A secondary review over annual and deferred taxes.quarterly filings does not occur. 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 2014 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.

Because of the material weakness in internal control over financial reporting described above, the Company’s management has concluded that, as of April 30, 20172020 and 2016,2019, the Company'sCompany’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'sCompany’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'sCompany’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 9BOther Information

Item 9B Other Information

 

None.

 

1311
 

 

Part III

Item 10Directors and Executive Officers of the Registrant

 

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, 2017,2020, 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 4548 August 8,1999
Sharon Westby Secretary/Treasurer 6568 June 16, 2006
Donna Debowey Director, retired GRI plant manager 7982 July 12, 2005
Joel H. Wiens Director, FirsTier Banks 8790 September 06,6, 2007
Bonita P. Risk Director, Stock Transfer Agent at GRI 6770 March 15, 2013
Jerry Knutsen Director, retired business owner 7477 August 29, 2016

 

The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2017:2020:

 

Name Director’s
Fees Paid
 

Stock

Awards

 Option
Awards
 Non-equity
incentive
plan compen-sation
 Non-qualified
deferred
compensation
earnings
 Total  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  $200              $200 
Donna Debowey (2) $200              $200  $200              $200 
Joel H. Wiens (2) $200              $200  $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.

 

(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 twentytwenty-five years of experience in the accounting field. Mrs.Ms. 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.Ms. 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+50+ 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.

13

 

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.

 

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

(f) Involvement in Certain Legal Proceedings

 

None.

 

(g) Promoters and Control Persons

 

None.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

 

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

 

Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended April 30, 2017,2020, 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, 20172020 were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the Board of Directors. Our Company currently does not have any committees.

Item 11Executive Compensation

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, 20172020 and 2016.:2019.

 

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,

Shareholder,

  2017  $37,000  $              $85,000  $122,000 
Employee  2016  $39,000  $              $111,000  $150,000 
                                     

Stephanie

Risk-

McElroy,

  2017  $86,000  $              $24,000  $110,000 

CEO/CFO,

Director,

Shareholder

  2016                               Under $100,000 
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, Shareholder, Employee  2020  $39,000  $-      -       -        -          -  $107,000  $146,000 
   2019  $38,000  $-   -   -   -   -  $102,000  $140,000 
                                     
Stephanie Risk-McElroy,  2020  $91,000  $-   -   -   -   -  $35,000  $126,000 
CEO/CFO, Director, Shareholder  2019  $87,000  $-   -   -   -   -  $33,000  $120,000 
                                     
Scott McMurray, Director of Sales  2020  $33,000  $-   -   -   -   -  $73,000  $106,000 
   2019  $25,000  $-   -   -   -   -  $77,000  $102,000 

 

Both Bonita Risk, and 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, 20172020 and 2016.2019.

Item 12Security Ownership of Certain Beneficial Owners and Management

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, 2017,2020, 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 4,945,2754,949,927 shares of Common Stock of the Company issued and outstanding and less treasury shares as of April 30, 2017.2020. 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   59.6%
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   59.7%
         
5% Stockholders:        

RWWM, Inc.

dba Roseman Wagner Wealth Management

4970 Rocklin Road, Suite 200

Rocklin, CA 95677

  

254,205

   

5.14%

 

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   59.56%
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   59.61%

 

(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, 2017.2020. This consists of Common Shares issued and outstanding (8,502,881) less treasury shares (3,557,606)(3,522,954).

17

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 13Certain Relationships and Related Party Transactions

Item 13 Certain Relationships and Related Party Transactions

 

During each of three years ended April 30, 2017, 2016,2020, 2019, and 2015,2018, 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 2017 2016 2015  2020 2019 2018 
            
Rent                   
Bonita Risk, Director $18,420   18,420   18,420  $7,675   18,420   18,420 
                        

Bank Balances

Joel Wiens, Director

 $5,819,763  $4,304,130  $4,647,006 
Bank Balances            
Joel Wiens, Director $5,166,878  $4,224,231  $3,819,042 
                        

Interest Income

Joel Wiens, Director

 $4,890  $1,548  $1,545 
Interest Income            
Joel Wiens, Director $74,593  $63,437  $33,229 

 

2018
 

Item 14Principal Accountant Fees and Services

 

1)Audit Fees

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 2017 $43,100  Haynie & Company
       
FYE 2016 $41,000  Haynie & Company
 FYE 2020  $47,500  Haynie & Company
    $1,575  CFO Systems, LLC
         
 FYE 2019  $45,800  Haynie & Company
    $5,163  CFO Systems, LLC

 

2)Audit-Related Fees

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'sCompany’s employee benefit plan. The amounts are listed below:

 

FYE 2017 $6,100  Haynie & Company
       
FYE 2016 $6,100  Haynie & Company
 FYE 2020  $7,000  Haynie & Company
         
 FYE 2019  $6,500  Haynie & Company

 

3)Tax Fees

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 2017 $5,550  Haynie & Company
  $3,125  Tax Resources Group, Inc.
 FYE 2020  $3,795  Haynie & Company
    $4,095  Tax Resources Group, Inc.
         
 FYE 2019  $1,600  Haynie & Company
    $3,985  Tax Resources Group, Inc.

 

FYE 2016 $3,775  Haynie & Company
  $5,460  Tax Resources Group, Inc.

4) All Other Fees

The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for restatement of some of the Company’s 10-Qs and 10-K. The amounts are listed below:

 FYE 2020  $9,100  Haynie & Company
    $16,013  CFO Systems, LLC

 

4)All Other Fees

There were no other fees incurred during each of the last two fiscal years.

5)The Board of Directors, considered whether, and determined that, the auditor’s provisions of non-audit services were compatible with maintaining the auditor’s independence. All the services described above were approved by the Board of Directors pursuant to its policies and procedures.

Part IV

21

 

Item 15 Exhibits and Reports on Form 8–K

Part IV

Item 15Exhibits and Reports on Form 8–K

 

3.(1).aArticles 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).bCertificate 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).cBy-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
  
10.1Vendor agreement dated as of February 16, 2011 between Honeywell International, Inc., acting through the ADI business of its Security Group (“ADI”) and George Risk Industries, Inc. – Filed herewith. *
  
10.28-K for cash dividend
 
31.1Certification pursuant to Rule 13a-14(a) of the Chief Executive Officer (Principal Financial and Accounting Officer)
  
32.1Certification 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.

22

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//s/ STEPHANIE M. RISK-MCELROY August 14, 201713, 2020

STEPHANIE M. RISK-MCELROY

President and Chairman of the Board

 

Date

 

 

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 August 14, 201713, 2020

STEPHANIE M. RISK-MCELROY

Date

President and Chairman of the Board

 

Date

   
/s/ DONNA DEBOWEY August 14, 201713, 2020

DONNA DEBOWEY

Director

 

Date

Director
   
 /s//s/ JOEL H. WIENS August 14, 201713, 2020

JOEL H. WIENS

Director

 

Date

Director
   
 /s//s/ BONITA P. RISK August 14, 201713, 2020

BONITA P. RISK

Director

 

Date

Director
   
 /s//s/ JERRY KNUTSEN August 14, 201713, 2020

JERRY KNUTSEN

Director

 Date
Director

 

21