NOTES
TO CONDENSED FINANCIAL STATEMENTS
JULY
31, 2019
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, 2019 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 February 2016, the FASB
issued ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”), which provides guidance for accounting for leases.
ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record a right-of-use asset and a
lease liability for all leases with a term greater than 12 months regardless of the lease classification. The lease classification
will determine whether the lease expense is recognized based on an effective interest rate method or on a straight-line basis
over the term of the lease. Accounting for lessors remains largely unchanged from current GAAP. ASU 2016-02 is effective for the
Company beginning May 1, 2019. Early adoption is permitted. In July 2018, the FASB issued ASU No. 2018-10 “Codification
Improvements to Topic 842, Leases” (“ASU 2018-10”) and ASU No. 2018-11 “Leases (Topic 842) Targeted Improvements”
(“ASU 2018-11”) and ASU 2018-20, “Narrow-Scope Improvements for Lessors”. ASU 2018-10 provides certain
amendments that affect narrow aspects of the guidance issued in ASU 2016-02. ASU 2018-11 allows all entities adopting ASU 2016-02
to choose an additional (and optional) transition method of adoption, under which an entity initially applies the new leases standard
at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of
adoption. ASU 2018-11 also allows lessors to not separate non-lease components from the associated lease component if certain
conditions are met. During the first quarter of 2019, the FASB issued ASU 2019-01, Leases (Topic 842) to amend ASU 2016-02. This
amendment exempts both lessees and lessors from having to provide certain prior year interim disclosure information in the fiscal
year in which a company adopts the new leases standard. The Company has adopted the ASUs in the first quarter of fiscal
2020 and the Company’s accounting systems have been upgraded to comply with the requirements of the new standard,
however, the adoption of ASU 2016-02 did not have a material impact on the Company’s financial statements and related
disclosures because leases are not material to the financial statements.
In
August 2018, the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820). The updated guidance improves
the disclosure requirements on fair value measurements. The updated guidance is effective for fiscal years, and interim periods
within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any removed or modified disclosures.
The Company is currently assessing the timing and impact of adopting the updated provisions.
In
August 2018, The FASB issued ASU 2018-14 to improve the effectiveness of disclosures for defined benefit plans under ASC 715-20.
The ASU applies to employers that sponsor defined benefit pension or other postretirement plans. The FASB issued ASU 2018-14 as
part of its disclosure framework project, which has an objective and primary focus to improve the effectiveness of disclosures
in the notes to financial statements. As part of the project, during August 2018, the Board also issued a Concepts Statement,
which the FASB used as a basis for amending the disclosure requirements for Subtopic 715-20. The guidance is effective or fiscal
years ending after December 15, 2020 and early adoption is permitted. The Company is currently assessing the timing and impact
of adopting the updated provisions.
In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets
held and not accounted for at fair value through net income. In November 2018, April 2019 and May 2019, the FASB issued ASU No.
2018-19, “Codification Improvements to Topic 326, Financial Instruments - Credit Losses,” “ASU No. 2019-04,
Codification Improvements to Topic 326, Financial Instruments - Credit Losses,” “Topic 815, Derivatives and Hedging,
and Topic 825, Financial Instruments,” and “ASU No. 2019-05, Financial Instruments - Credit Losses (Topic 326): Targeted
Transition Relief,” which provided additional implementation guidance on the previously issued ASU. The ASU is effective
for fiscal years beginning after December 15, 2020. The ASU requires a modified retrospective adoption method. The Company is
still evaluating the impact of adoption on its financial statements and disclosures.
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 September 2019 and January 2044. 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, 2019 and April 30, 2019, investments consisted of the following:
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
Investments at
|
|
Cost
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
July 31, 2019
|
|
Basis
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Municipal bonds
|
|
$
|
5,475,000
|
|
|
$
|
117,000
|
|
|
$
|
(43,000
|
)
|
|
$
|
5,549,000
|
|
Corporate bonds
|
|
|
26,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,000
|
|
REITs
|
|
|
89,000
|
|
|
|
3,000
|
|
|
|
(9,000
|
)
|
|
|
83,000
|
|
Equity securities
|
|
|
16,729,000
|
|
|
|
4,252,000
|
|
|
|
(260,000
|
)
|
|
|
20,721,000
|
|
Money markets and CDs
|
|
|
1,278,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,278,000
|
|
Total
|
|
$
|
23,597,000
|
|
|
$
|
4,372,000
|
|
|
$
|
(312,000
|
)
|
|
$
|
27,657,000
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
Investments at
|
|
Cost
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
April 30, 2019
|
|
Basis
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
Municipal bonds
|
|
$
|
5,459,000
|
|
|
$
|
79,000
|
|
|
$
|
(55,000
|
)
|
|
$
|
5,483,000
|
|
Corporate bonds
|
|
|
26,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,000
|
|
REITs
|
|
|
89,000
|
|
|
|
1,000
|
|
|
|
(6,000
|
)
|
|
|
84,000
|
|
Equity securities
|
|
|
16,618,000
|
|
|
|
4,143,000
|
|
|
|
(296,000
|
)
|
|
|
20,465,000
|
|
Money markets and CDs
|
|
|
1,233,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,233,000
|
|
Total
|
|
$
|
23,425,000
|
|
|
$
|
4,223,000
|
|
|
$
|
(357,000
|
)
|
|
$
|
27,291,000
|
|
The
Company evaluates all marketable securities for other-than temporary declines in fair value, which are defined as when the cost
basis exceeds the fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment
and number of investments that are in an unrealized position. When an “other-than-temporary” decline is identified,
the Company will decrease the cost of the marketable security to the new fair value and recognize a real loss. The investments
are periodically evaluated to determine if impairment changes are required. As a result of this standard, management recorded
an impairment loss of $34,000 for the quarter ended July 31, 2019. For the prior quarter ended July 31, 2018, management did not
need to record any impairment losses.
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, 2019 and April 30, 2019, respectively.
Unrealized
Loss Breakdown by Investment Type at July 31, 2019
|
|
Less than 12 months
|
|
|
12 months or greater
|
|
|
Total
|
|
Description
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
Municipal bonds
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
448,000
|
|
|
$
|
(43,000
|
)
|
|
$
|
448,000
|
|
|
$
|
(43,000
|
)
|
REITs
|
|
|
—
|
|
|
|
—
|
|
|
|
30,000
|
|
|
|
(9,000
|
)
|
|
|
30,000
|
|
|
|
(9,000
|
)
|
Equity securities
|
|
|
1,975,000
|
|
|
|
(147,000
|
)
|
|
|
729,000
|
|
|
|
(113,000
|
)
|
|
|
2,704,000
|
|
|
|
(260,000
|
)
|
Total
|
|
$
|
1,975,000
|
|
|
$
|
(147,000
|
)
|
|
$
|
1,207,000
|
|
|
$
|
(165,000
|
)
|
|
$
|
3,182,000
|
|
|
$
|
(312,000
|
)
|
Unrealized
Loss Breakdown by Investment Type at April 30, 2019
|
|
Less than 12 months
|
|
|
12 months or greater
|
|
|
Total
|
|
Description
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
|
Fair Value
|
|
|
Unrealized Loss
|
|
Municipal bonds
|
|
$
|
772,000
|
|
|
$
|
(4,000
|
)
|
|
$
|
580,000
|
|
|
$
|
(50,000
|
)
|
|
$
|
1,352,000
|
|
|
$
|
(54,000
|
)
|
REITs
|
|
|
—
|
|
|
|
—
|
|
|
|
32,000
|
|
|
|
(6,000
|
)
|
|
|
32,000
|
|
|
|
(6,000
|
)
|
Equity securities
|
|
|
932,000
|
|
|
|
(102,000
|
)
|
|
|
1,652,000
|
|
|
|
(195,000
|
)
|
|
|
2,584,000
|
|
|
|
(297,000
|
)
|
Total
|
|
$
|
1,704,000
|
|
|
$
|
(106,000
|
)
|
|
$
|
2,264,000
|
|
|
$
|
(251,000
|
)
|
|
$
|
3,968,000
|
|
|
$
|
(357,000
|
)
|
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, 2019.
Marketable
Equity Securities and REITs
The
Company’s investments in marketable equity securities and REITs consist of a wide variety of companies. Investments in these
companies include growth, growth income, and foreign investment objectives. 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, 2019.
Note
3: Inventories
Inventories
at July 31, 2019 and April 30, 2019 consisted of the following:
|
|
July 31, 2019
|
|
|
April 30, 2019
|
|
|
|
|
|
|
|
|
Raw materials
|
|
$
|
3,878,000
|
|
|
$
|
3,644,000
|
|
Work in process
|
|
|
368,000
|
|
|
|
389,000
|
|
Finished goods
|
|
|
715,000
|
|
|
|
641,000
|
|
|
|
|
4,961,000
|
|
|
|
4,674,000
|
|
Less: allowance for obsolete inventory
|
|
|
(98,000
|
)
|
|
|
(91,000
|
)
|
Inventories, net
|
|
$
|
4,863,000
|
|
|
$
|
4,583,000
|
|
Note
4: Business Segments
The
following is financial information relating to industry segments:
|
|
July
31,
|
|
|
|
2019
|
|
|
2018
|
|
Net revenue:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
2,830,000
|
|
|
$
|
2,150,000
|
|
Cable
& wiring tools
|
|
|
536,000
|
|
|
|
679,000
|
|
Other
products
|
|
|
186,000
|
|
|
|
600,000
|
|
Total
net revenue
|
|
$
|
3,552,000
|
|
|
$
|
3,429,000
|
|
|
|
|
|
|
|
|
|
|
Income
from operations:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
725,000
|
|
|
$
|
485,000
|
|
Cable
& wiring tools
|
|
|
137,000
|
|
|
|
153,000
|
|
Other
products
|
|
|
48,000
|
|
|
|
135,000
|
|
Total
income from operations
|
|
$
|
910,000
|
|
|
$
|
773,000
|
|
|
|
|
|
|
|
|
|
|
Depreciation and
amortization:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
23,000
|
|
|
$
|
10,000
|
|
Cable
& wiring tools
|
|
|
31,000
|
|
|
|
31,000
|
|
Other
products
|
|
|
20,000
|
|
|
|
27,000
|
|
Corporate
general
|
|
|
15,000
|
|
|
|
15,000
|
|
Total
depreciation and amortization
|
|
$
|
89,000
|
|
|
$
|
83,000
|
|
|
|
|
|
|
|
|
|
|
Capital
expenditures:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
169,000
|
|
|
$
|
—
|
|
Cable
& wiring tools
|
|
|
—
|
|
|
|
—
|
|
Other
products
|
|
|
—
|
|
|
|
—
|
|
Corporate
general
|
|
|
—
|
|
|
|
—
|
|
Total
capital expenditures
|
|
$
|
169,000
|
|
|
$
|
—
|
|
|
|
July
31, 2019
|
|
|
April
30, 2019
|
|
Identifiable assets:
|
|
|
|
|
|
|
|
|
Security
alarm products
|
|
$
|
6,369,000
|
|
|
$
|
6,179,000
|
|
Cable
& wiring tools
|
|
|
2,725,000
|
|
|
|
2,713,000
|
|
Other
products
|
|
|
864,000
|
|
|
|
842,000
|
|
Corporate
general
|
|
|
34,088,000
|
|
|
|
33,293,000
|
|
Total assets
|
|
$
|
44,046,000
|
|
|
$
|
43,027,000
|
|
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, 2019
|
|
|
|
Income
|
|
|
Shares
|
|
|
Per-Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
Net
income
|
|
$
|
866,000
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
$
|
866,000
|
|
|
|
4,956,389
|
|
|
$
|
.1747
|
|
Effect
of dilutive Convertible Preferred Stock
|
|
|
–
|
|
|
|
20,500
|
|
|
|
(.0007
|
)
|
Diluted
EPS
|
|
$
|
866,000
|
|
|
|
4,976,889
|
|
|
$
|
.1740
|
|
|
|
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
|
|
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, 2019 and 2018, 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, 2019, 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, 2019
|
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
Bonds
|
|
$
|
—
|
|
|
$
|
5,549,000
|
|
|
$
|
—
|
|
|
$
|
5,549,000
|
|
Corporate
Bonds
|
|
|
26,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,000
|
|
REITs
|
|
|
—
|
|
|
|
83,000
|
|
|
|
—
|
|
|
|
83,000
|
|
Equity
Securities
|
|
|
20,721,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,721,000
|
|
Money
Markets and CDs
|
|
|
1,278,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,278,000
|
|
Total
fair value of assets measured on a recurring basis
|
|
$
|
22,025,000
|
|
|
$
|
5,632,000
|
|
|
$
|
—
|
|
|
$
|
27,657,000
|
|
|
|
Assets
Measured at Fair Value on a Recurring Basis as of
April 30, 2019
|
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
Total
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal
Bonds
|
|
$
|
—
|
|
|
$
|
5,483,000
|
|
|
$
|
—
|
|
|
$
|
5,483,000
|
|
Corporate
Bonds
|
|
|
26,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
26,000
|
|
REITs
|
|
|
—
|
|
|
|
84,000
|
|
|
|
—
|
|
|
|
84,000
|
|
Equity
Securities
|
|
|
20,465,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,465,000
|
|
Money
Markets and CDs
|
|
|
1,233,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,233,000
|
|
Total
fair value of assets measured on a recurring basis
|
|
$
|
21,724,000
|
|
|
$
|
5,567,000
|
|
|
$
|
—
|
|
|
$
|
27,291,000
|
|
Note
8 Subsequent Events
None
GEORGE
RISK INDUSTRIES, INC.
PART
I. FINANCIAL INFORMATION