NOTES
TO CONDENSED FINANCIAL STATEMENTS
JULY
31, 2018
Note
1: Unaudited Interim Financial Statements
The
accompanying financial statements have been prepared in accordance with the instructions for Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting principles for complete financial statements. It is
suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included
in the Company’s April 30, 2018 annual report on Form 10-K. In the opinion of management, all adjustments, consisting only
of normal recurring adjustments considered necessary for a fair presentation, have been included. Operating results for any quarter
are not necessarily indicative of the results for any other quarter or for the full year.
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.
Recently
Issued Accounting Pronouncements —
In May 2014, the Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”),
which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which it expects to be entitled in exchange for those goods or services. In addition, ASU No. 2014-09
requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
ASU No. 2014-09 supersedes most existing U.S. GAAP revenue recognition principles, and it permits the use of either the retrospective
or cumulative effect transition method. ASU No. 2014-09 is effective for annual reporting periods beginning after December 15,
2017, including interim periods within those annual periods. The Company has adopted ASU No. 2014-09 in the first quarter of fiscal
2019, which does not have a material impact on the Company’s financial statements and related disclosures.
In
February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance
for accounting for leases. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record
a right-of-use asset and a lease liability for all leases with a term greater than 12 months regardless of the lease classification.
The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or
on a straight-line basis over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP. ASU 2016-02
is effective for the Company beginning November 1, 2019. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-10
“Codification Improvements to Topic 842, Leases” (“ASU 2018-10”) and ASU No. 2018-11 “Leases (Topic
842) Targeted Improvements” (“ASU 2018-11”). ASU 2018-10 provides certain amendments that affect narrow aspects
of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02 to choose an additional (and optional)
transition method of adoption, under which an entity initially applies the new leases standard at the adoption date and recognizes
a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2018-11 also allows
lessors to not separate non-lease components from the associated lease component if certain conditions are met. The Company will
adopt the ASUs in the first quarter of 2019 and the Company’s accounting systems will be upgraded to comply with the requirements
of the new standard, however, the adoption of ASU 2016-02 will not have a material impact on the Company’s financial statements
and related disclosures.
In
February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income
(ASU 2018-02). Under existing U.S. GAAP, the effects of changes in tax rates and laws on deferred tax balances are recorded as
a component of income tax expense in the period in which the law was enacted. When deferred tax balances related to items originally
recorded in accumulated other comprehensive income (loss) are adjusted, certain tax effects become stranded in accumulated other
comprehensive income. The amendments in ASU 2018-02 allow a reclassification from accumulated other comprehensive income (loss)
to retained earnings (accumulated deficit) for stranded income tax effects resulting from the Tax Cuts and Jobs Act (the Tax Act).
The amendments in this ASU also require certain disclosures about stranded income tax effects. The guidance is effective for fiscal
years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption in any period is permitted.
The Company has not yet adopted ASU 2018-02 and is currently evaluating the potential impact of adopting the applicable guidance
on the Company’s financial statements and related disclosures.
In
July 2018, the FASB issued ASU No. 2018-09, “Codification Improvements” (“ASU 2018-09”). ASU 2018-09 provides
amendments to a wide variety of topics in the FASB’s Accounting Standards Codification, which applies to all reporting entities
within the scope of the affected accounting guidance. The transition and effective date guidance are based on the facts and circumstances
of each amendment. Some of the amendments in ASU 2018-09 do not require transition guidance and were effective upon issuance of
ASU 2018-09. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after
December 15, 2018. We are currently evaluating the potential impact of adopting the applicable guidance, however we do not believe
that the adoption of ASU 2018-09 will have a material impact on the Company’s financial statements and related disclosures.
In
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves
the disclosure requirements on fair value measurements. The updated guidance if effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures.
The Company is currently assessing the timing and impact of adopting the updated provisions.
Note
2: Investments
The
Company has investments in publicly traded equity securities, corporate bonds, state and municipal debt securities, real estate
investment trusts, and money markets. The investments in securities are classified as available-for-sale securities, and are reported
at fair value. Available-for-sale investments in debt securities mature between August 2018 and November 2048. The Company uses
the average cost method to determine the cost of securities sold and the amount reclassified out of accumulated other comprehensive
income into earnings. Unrealized gains and losses are excluded from earnings and reported separately as a component of stockholders’
equity. Dividend and interest income are reported as earned.
As
of July 31, 2018 and April 30, 2018, investments consisted of the following:
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
Investments
at
|
|
Cost
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
July
31, 2018
|
|
Basis
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Municipal
bonds
|
|
$
|
5,917,000
|
|
|
$
|
65,000
|
|
|
$
|
(99,000
|
)
|
|
$
|
5,883,000
|
|
Corporate
bonds
|
|
$
|
30,000
|
|
|
$
|
1,000
|
|
|
$
|
-
|
|
|
$
|
31,000
|
|
REITs
|
|
$
|
110,000
|
|
|
$
|
11,000
|
|
|
$
|
(3,000
|
)
|
|
$
|
118,000
|
|
Equity
securities
|
|
$
|
16,103,000
|
|
|
$
|
4,105,000
|
|
|
$
|
(270,000
|
)
|
|
$
|
19,938,000
|
|
Money
markets and CDs
|
|
$
|
1,191,000
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,191,000
|
|
Total
|
|
$
|
23,351,000
|
|
|
$
|
4,182,000
|
|
|
$
|
(372,000
|
)
|
|
$
|
27,161,000
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
Investments
at
|
|
Cost
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
April
30, 2018
|
|
Basis
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Municipal
bonds
|
|
$
|
5,984,000
|
|
|
$
|
66,000
|
|
|
$
|
(309,000
|
)
|
|
$
|
5,741,000
|
|
Corporate
bonds
|
|
$
|
129,000
|
|
|
$
|
2,000
|
|
|
$
|
—
|
|
|
$
|
131,000
|
|
REITs
|
|
$
|
110,000
|
|
|
$
|
3,000
|
|
|
$
|
(7,000
|
)
|
|
$
|
106,000
|
|
Equity
securities
|
|
$
|
15,930,000
|
|
|
$
|
3,714,000
|
|
|
$
|
(311,000
|
)
|
|
$
|
19,333,000
|
|
Money
markets and CDs
|
|
$
|
1,035,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,035,000
|
|
Total
|
|
$
|
23,188,000
|
|
|
$
|
3,785,000
|
|
|
$
|
(627,000
|
)
|
|
$
|
26,346,000
|
|
The
Company evaluates all marketable securities for other-than temporary declines in fair value, which are defined as when the cost
basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment
and number of investments that are in an unrealized position. When an “other-than-temporary” decline is identified,
the Company will decrease the cost of the marketable security to the new fair value and recognize a real loss. The investments
are periodically evaluated to determine if impairment changes are required. As a result of this standard, management did not need
to record any impairment losses for either of the quarters ended July 31, 2018 and July 31, 2017.
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 July 31, 2018 and April 30, 2018, respectively.
Unrealized
Loss Breakdown by Investment Type at July 31, 2018
|
|
Less
than 12 months
|
|
|
12
months or greater
|
|
|
Total
|
|
Description
|
|
Fair
Value
|
|
|
Unrealized
Loss
|
|
|
Fair
Value
|
|
|
Unrealized
Loss
|
|
|
Fair
Value
|
|
|
Unrealized
Loss
|
|
Municipal
bonds
|
|
$
|
1,857,000
|
|
|
$
|
(9,000
|
)
|
|
$
|
1,211,000
|
|
|
$
|
(90,000
|
)
|
|
$
|
3,068,000
|
|
|
$
|
(99,000
|
)
|
REITs
|
|
$
|
35,000
|
|
|
$
|
(3,000
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,000
|
|
|
$
|
(3,000
|
)
|
Equity
securities
|
|
$
|
1,269,000
|
|
|
$
|
(100,000
|
)
|
|
$
|
1,146,000
|
|
|
$
|
(170,000
|
)
|
|
$
|
2,415,000
|
|
|
$
|
(270,000
|
)
|
Total
|
|
$
|
3,161,000
|
|
|
$
|
(112,000
|
)
|
|
$
|
2,357,000
|
|
|
$
|
(260,000
|
)
|
|
$
|
5,518,000
|
|
|
$
|
(372,000
|
)
|
Unrealized
Loss Breakdown by Investment Type at April 30, 2018
|
|
Less
than 12 months
|
|
|
12
months or greater
|
|
|
Total
|
|
Description
|
|
Fair
Value
|
|
|
Unrealized
Loss
|
|
|
Fair
Value
|
|
|
Unrealized
Loss
|
|
|
Fair
Value
|
|
|
Unrealized
Loss
|
|
Municipal
bonds
|
|
$
|
702,000
|
|
|
$
|
(152,000
|
)
|
|
$
|
1,674,000
|
|
|
$
|
(86,000
|
)
|
|
$
|
2,376,000
|
|
|
$
|
(238,000
|
)
|
REITs
|
|
$
|
56,000
|
|
|
$
|
(5,000
|
)
|
|
$
|
27,000
|
|
|
$
|
(1,000
|
)
|
|
$
|
83,000
|
|
|
$
|
(6,000
|
)
|
Equity
securities
|
|
$
|
534,000
|
|
|
$
|
(35,000
|
)
|
|
$
|
590,000
|
|
|
$
|
(168,000
|
)
|
|
$
|
1,124,000
|
|
|
$
|
(203,000
|
)
|
Total
|
|
$
|
1,292,000
|
|
|
$
|
(192,000
|
)
|
|
$
|
2,291,000
|
|
|
$
|
(225,000
|
)
|
|
$
|
3,583,000
|
|
|
$
|
(447,000
|
)
|
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, which may be maturity, the Company
does not consider these investments to be other-than-temporarily impaired at July 31, 2018.
Marketable
Equity Securities and REITs
The
Company’s investments in marketable equity securities and REITs consist of a wide variety of companies. Investments in these
companies include growth, growth income, and foreign investment objectives. The individual holdings have been evaluated, and due
to management’s plan to hold on to these investments for an extended period, the Company does not consider these investments
to be other-than-temporarily impaired at July 31, 2018.
Note
3: Inventories
Inventories
at July 31, 2018 and April 30, 2018 consisted of the following:
|
|
July
31, 2018
|
|
|
April
30, 2018
|
|
|
|
|
|
|
|
|
Raw
materials
|
|
$
|
2,774,000
|
|
|
$
|
2,450,000
|
|
Work
in process
|
|
|
483,000
|
|
|
|
444,000
|
|
Finished
goods
|
|
|
489,000
|
|
|
|
463,000
|
|
|
|
|
3,746,000
|
|
|
|
3,357,000
|
|
Less:
allowance for obsolete inventory
|
|
|
(96,000
|
)
|
|
|
(90,000
|
)
|
Totals
|
|
$
|
3,650,000
|
|
|
$
|
3,267,000
|
|
Note
4: Business Segments
The
following is financial information relating to industry segments:
|
|
July
31,
|
|
|
|
2018
|
|
|
2017
|
|
Net
revenue:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
2,150,000
|
|
|
$
|
1,798,000
|
|
Cable
& wiring tools
|
|
|
679,000
|
|
|
|
—
|
|
Other
products
|
|
|
600,000
|
|
|
|
450,000
|
|
Total
net revenue
|
|
$
|
3,429,000
|
|
|
$
|
2,248,000
|
|
|
|
|
|
|
|
|
|
|
Income
from operations:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
485,000
|
|
|
$
|
392,000
|
|
Cable
& wiring tools
|
|
|
153,000
|
|
|
|
—
|
|
Other
products
|
|
|
135,000
|
|
|
|
98,000
|
|
Total
income from operations
|
|
$
|
773,000
|
|
|
$
|
490,000
|
|
|
|
|
|
|
|
|
|
|
Identifiable
assets:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
3,848,000
|
|
|
$
|
3,934,000
|
|
Cable
& wiring tools
|
|
|
2,783,000
|
|
|
|
—
|
|
Other
products
|
|
|
2,024,000
|
|
|
|
749,000
|
|
Corporate
general
|
|
|
33,407,000
|
|
|
|
34,797,000
|
|
Total
assets
|
|
$
|
42,062,000
|
|
|
$
|
39,480,000
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
10,000
|
|
|
$
|
8,000
|
|
Cable
& wiring tools
|
|
|
31,000
|
|
|
|
—
|
|
Other
products
|
|
|
27,000
|
|
|
|
21,000
|
|
Corporate
general
|
|
|
15,000
|
|
|
|
12,000
|
|
Total
depreciation and amortization
|
|
$
|
83,000
|
|
|
$
|
41,000
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
—
|
|
|
$
|
210,000
|
|
Cable
& wiring tools
|
|
|
—
|
|
|
|
—
|
|
Other
products
|
|
|
—
|
|
|
|
—
|
|
Corporate
general
|
|
|
—
|
|
|
|
43,000
|
|
Total
capital expenditures
|
|
$
|
—
|
|
|
$
|
253,000
|
|
Note
5: Earnings per Share
Basic
and diluted earnings per share, assuming convertible preferred stock was converted for each period presented, are:
|
|
For
the three months ended July 31, 2018
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per-Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
Net
income
|
|
$
|
617,000
|
|
|
|
|
|
|
|
|
|
Basic
EPS
|
|
$
|
617,000
|
|
|
|
4,967,580
|
|
|
$
|
.1242
|
|
Effect
of dilutive Convertible
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
–
|
|
|
|
20,500
|
|
|
|
(.0005
|
)
|
Diluted
EPS
|
|
$
|
617,000
|
|
|
|
4,988,080
|
|
|
$
|
.1237
|
|
|
|
For
the three months ended July 31, 2017
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per-Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
Net
income
|
|
$
|
518,000
|
|
|
|
|
|
|
|
|
|
Basic
EPS
|
|
$
|
518,000
|
|
|
|
4,945,092
|
|
|
$
|
.1048
|
|
Effect
of dilutive Convertible
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
Stock
|
|
|
–
|
|
|
|
20,500
|
|
|
|
(.0005
|
)
|
Diluted
EPS
|
|
$
|
518,000
|
|
|
|
4,965,592
|
|
|
$
|
.1043
|
|
Note
6: Retirement Benefit Plan
On
January 1, 1998, the Company adopted the George Risk Industries, Inc. Retirement Savings Plan (the “Plan”). The Plan
is a defined contribution savings plan designed to provide retirement income to eligible employees of the corporation. The Plan
is intended to be qualified under Section 401 (k) of the Internal Revenue Code of 1986, as amended. Matching contributions by
the Company of approximately $2,000 were paid during both the quarter ending July 31, 2018 and 2017, respectively.
Note
7: Fair Value Measurements
Generally
accepted accounting principles in the United States of America (US GAAP) defines fair value as the price that would be received
from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value,
we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions
that market participants would use in pricing the asset or liability, such as 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 measurement)
and the lowest priority to unobservable inputs (level 3 measurements). The levels of the fair value hierarchy under US GAAP are
described below:
|
Level
1
|
Valuation
is based upon quoted prices for identical instruments traded in active markets.
|
|
|
|
|
Level
2
|
Valuation
is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments
in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable
in the market.
|
|
|
|
|
Level
3
|
Valuation
is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable
assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.
Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
|
Investments
and Marketable Securities
As
of July 31, 2018, our investments consisted of money markets, certificates of deposits (CDs), publicly traded equity securities,
real estate investment trusts (REITs) as well as certain state and municipal debt securities and corporate bonds. Our marketable
securities are valued using third-party broker statements. The value of the investments is derived from quoted market information.
The inputs to the valuation are generally classified as Level 1 given the active market for these securities, however, if an active
market does not exist, which is the case for municipal bonds and REITs, the inputs are recorded as Level 2.
Fair
Value Hierarchy
The
following table sets 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
July
31, 2018
|
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
Bonds
|
|
$
|
—
|
|
|
$
|
5,883,000
|
|
|
$
|
—
|
|
|
$
|
5,883,000
|
|
Corporate
Bonds
|
|
$
|
31,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,000
|
|
REITs
|
|
$
|
—
|
|
|
$
|
118,000
|
|
|
$
|
—
|
|
|
$
|
118,000
|
|
Equity
Securities
|
|
$
|
19,938,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,938,000
|
|
Money
Markets and CDs
|
|
$
|
1,191,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,191,000
|
|
Total
fair value of assets measured on a recurring basis
|
|
$
|
21,160,000
|
|
|
$
|
6,001,000
|
|
|
$
|
—
|
|
|
$
|
27,161,000
|
|
|
|
Assets
Measured at Fair Value on a Recurring Basis as of
April
30, 2018
|
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
Bonds
|
|
$
|
—
|
|
|
$
|
5,741,000
|
|
|
$
|
—
|
|
|
$
|
5,741,000
|
|
Corporate
Bonds
|
|
$
|
131,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
131,000
|
|
REITs
|
|
$
|
—
|
|
|
$
|
106,000
|
|
|
$
|
—
|
|
|
$
|
106,000
|
|
Equity
Securities
|
|
$
|
19,333,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,333,000
|
|
Money
Markets and CDs
|
|
$
|
1,035,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,035,000
|
|
Total
fair value of assets measured on a recurring basis
|
|
$
|
20,499,000
|
|
|
$
|
5,847,000
|
|
|
$
|
—
|
|
|
$
|
26,346,000
|
|
Note
8 Subsequent Events
None
GEORGE
RISK INDUSTRIES, INC.
PART
I. FINANCIAL INFORMATION