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GEORGE RISK INDUSTRIES, INC. - Quarter Report: 2019 July (Form 10-Q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended July 31, 2019

 

[  ] TRANSITION REPORT PURSUANT TO 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 or other jurisdiction of
incorporation or organization)
  (I.R.S. Employers
Identification No.)

 

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

 

(308) 235-4645

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.10 par value   RSKIA   OTC Markets
Convertible Preferred Stock, $20 stated value   RSKIA   OTC Markets

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (&232.405 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 [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, 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]
  Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

The number of shares of the Registrant’s Common Stock outstanding, as of September 18, 2019 was 4,952,110.

 

 

 

 
 

 

GEORGE RISK INDUSTRIES, INC.

 

PART I. FINANCIAL INFORMATION

 

ITEM 1: Financial Statements

 

The unaudited financial statements for the three-month period ended July 31, 2019 are attached hereto.

 

2
 

 

GEORGE RISK INDUSTRIES, INC.

CONDENSED BALANCE SHEETS

 

   July 31, 2019   April 30, 2019 
   (unaudited)     
ASSETS          
Current Assets:          
Cash and cash equivalents  $5,667,000   $4,873,000 
Investments and securities, at fair value   27,657,000    27,291,000 
Accounts receivable:          
Trade, net of $8,764 and $9,321 doubtful account allowance   2,534,000    2,696,000 
Other   4,000    6,000 
Income tax overpayment       259,000 
Inventories, net   4,863,000    4,583,000 
Prepaid expenses   320,000    282,000 
Total Current Assets   41,045,000    39,990,000 
           
Property and Equipment, net, at cost   1,095,000    984,000 
           
Other Assets          
Investment in Limited Land Partnership, at cost   293,000    293,000 
Projects in process   1,000    117,000 
Other   3,000    3,000 
Total Other Assets   297,000    413,000 
           
Intangible assets, net   1,609,000    1,640,000 
           
TOTAL ASSETS  $44,046,000   $43,027,000 

 

See accompanying notes to the condensed financial statements

 

3
 

 

GEORGE RISK INDUSTRIES, INC.

CONDENSED BALANCE SHEETS

(continued)

 

   July 31, 2019   April 30, 2019 
   (unaudited)     
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable, trade  $261,000   $206,000 
Dividends payable   1,714,000    1,714,000 
Accrued expenses:          
Payroll and related expenses   287,000    356,000 
Property taxes   3,000     
Income tax payable   30,000     
Total Current Liabilities   2,295,000    2,276,000 
           
Long-Term Liabilities          
Deferred income taxes   1,247,000    1,198,000 
Total Long-Term Liabilities   1,247,000    1,198,000 
           
Total Liabilities   3,542,000    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 
Common stock, Class A, $.10 par value, 10,000,000 shares authorized, 8,502,881 shares issued and outstanding   850,000    850,000 
Additional paid-in capital   1,934,000    1,934,000 
Accumulated other comprehensive income   2,890,000    2,752,000 
Retained earnings   39,011,000    38,145,000 
Less: treasury stock, 3,550,571 and 3,544,271 shares, at cost   (4,280,000)   (4,227,000)
Total Stockholders’ Equity   40,504,000    39,553,000 
           
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $44,046,000   $43,027,000 

 

See accompanying notes to the condensed financial statements

 

4
 

 

GEORGE RISK INDUSTRIES, INC.

CONDENSED INCOME STATEMENTS

FOR THE THREE MONTHS ENDED JULY 31, 2019 AND 2018

(Unaudited)

 

   July 31, 2019   July 31, 2018 
         
Net Sales  $3,552,000   $3,429,000 
Less: Cost of Goods Sold   (1,769,000)   (1,801,000)
Gross Profit   1,783,000    1,628,000 
           
Operating Expenses:          
General and Administrative   297,000    286,000 
Sales   557,000    555,000 
Engineering   14,000    9,000 
Rent Paid to Related Parties   5,000    5,000 
Total Operating Expenses   873,000    885,000 
           
Income From Operations   910,000    773,000 
           
Other Income (Expense)          
Other   1,000    3,000 
Dividend and Interest Income   193,000    193,000 
Gain (Loss) on Sale of Investments   49,000    (68,000)
    243,000    128,000 
           
Income Before Provisions for Income Taxes   1,153,000    901,000 
           
Provisions for Income Taxes          
Current Expense   294,000    247,000 
Deferred tax expense (benefit)   (7,000)   37,000 
Total Income Tax Expense   287,000    284,000 
           
Net Income  $866,000   $617,000 
           
Basic Earnings Per Share of Common Stock  $0.17   $0.12 
Diluted Earnings Per Share of Common Stock  $0.17   $0.12 
           
Weighted Average Number of Common Shares Outstanding   4,956,389    4,967,580 
Weighted Average Number of Shares Outstanding (Diluted)   4,976,889    4,988,080 

 

See accompanying notes to the condensed financial statements

 

5
 

 

GEORGE RISK INDUSTRIES, INC.

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED JULY 31, 2019 AND 2018

(Unaudited)

 

   July 31, 2019   July 31, 2018 
         
Net Income  $866,000   $617,000 
           
Other Comprehensive Income, Net of Tax          
Unrealized gain on securities:          
Unrealized holding gains arising during period   324,000    607,000 
Reclassification adjustment for gains (losses) included in net income   (130,000)   44,000 
Income tax expense related to other comprehensive income   (56,000)   (188,000)
Other Comprehensive Income    138,000    463,000 
           
Comprehensive Income  $1,004,000   $1,080,000 

 

See accompanying notes to the condensed financial statements

 

6
 

 

GEORGE RISK INDUSTRIES, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED JULY 31, 2019 and 2018

(Unaudited)

 

   Preferred Stock  

Common Stock

Class A

 
   Shares   Amount   Shares   Amount 
Balances, April 30, 2019   4,100   $99,000    8,502,881   $850,000 
                     
Purchases of common stock                
                     
Unrealized gain (loss), net of tax effect                
                     
Net Income                
                     
Balances, July 31, 2019   4,100   $99,000    8,502,881   $850,000 

 

   Preferred Stock  

Common Stock

Class A

 
   Shares   Amount   Shares   Amount 
Balances, April 30, 2018   4,100   $99,000    8,502,881   $850,000 
                     
Purchases of common stock                
                     
Unrealized gain (loss), net of tax effect                
                     
Net Income                
                     
Balances, July 31, 2018   4,100   $99,000    8,502,881   $850,000 

 

See accompanying notes to the condensed financial statements

 

7
 

 

GEORGE RISK INDUSTRIES, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITIY

FOR THE THREE MONTHS ENDED JULY 31, 2019 and 2018

(Unaudited)

 

Paid-In   Treasury Stock
(Common Class A)
   Accumulated Other Comprehensive   Retained     
Capital   Shares   Amount   Income   Earnings   Total 
$1,934,000    3,544,271   $(4,227,000)  $2,752,000   $38,145,000   $39,553,000 
                            
     6,300    (53,000)           (53,000)
                            
             138,000        138,000 
                            
                 866,000    866,000 
                            
$1,934,000    3,550,571   $(4,280,000)  $2,890,000   $39,011,000   $40,504,000 

 

       

Accumulated

         
Paid-In   Treasury Stock
(Common Class A)
   Other
Comprehensive
   Retained     
Capital   Shares   Amount   Income   Earnings   Total 
$1,934,000    3,534,784   $(4,148,000)  $2,249,000   $36,746,000   $37,730,000 
                            
     650    (5,000)           (5,000)
                            
             463,000        463,000 
                            
                 617,000    617,000 
                            
$1,934,000    3,535,434   $(4,153,000)  $2,712,000   $37,363,000   $38,805,000 

 

See accompanying notes to the condensed financial statements

 

8
 

 

GEORGE RISK INDUSTRIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JULY 31, 2019 AND 2018

(Unaudited)

 

   July 31, 2019   July 31, 2018 
Cash Flows from Operating Activities:          
Net Income  $866,000   $617,000 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   89,000    83,000 
(Gain) loss on sale of investments   (83,000)   68,000 
Impairments on investments   34,000     
Reserve for bad debts   (2,000)   3,000 
Reserve for obsolete inventory   8,000    6,000 
Deferred income taxes   (7,000)   37,000 
Changes in assets and liabilities:          
(Increase) decrease in:          
Accounts receivable   163,000    234,000 
Inventories   (288,000)   (389,000)
Prepaid expenses   79,000    166,000 
Employee receivables   2,000     
Income tax overpayment       244,000 
Increase (decrease) in:          
Accounts payable   55,000    (7,000)
Accrued expenses   (66,000)   (172,000)
Income tax payable   289,000     
Net cash provided by operating activities   1,139,000    890,000 
           
Cash Flows From Investing Activities:          
(Purchase) of property and equipment   (169,000)    
Proceeds from sale of marketable securities   9,000    2,000 
(Purchase) of marketable securities   (132,000)   (233,000)
Net cash (used in) investing activities   (292,000)   (231,000)
           
Cash Flows From Financing Activities:          
(Purchase) of treasury stock   (53,000)   (5,000)
Dividends paid       (1,000)
Net cash (used in) financing activities   (53,000)   (6,000)
           
Net Increase in Cash and Cash Equivalents  $794,000   $653,000 
           
Cash and Cash Equivalents, beginning of period  $4,873,000   $4,294,000 
Cash and Cash Equivalents, end of period  $5,667,000   $4,947,000 
           
Supplemental Disclosure for Cash Flow Information:          
Cash payments for:          
Income taxes paid  $0   $0 
Interest paid  $0   $1,000 

 

See accompanying notes to the condensed financial statements

 

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GEORGE RISK INDUSTRIES, INC.

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 PronouncementsIn 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.

 

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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.

 

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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.

 

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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 

 

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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 

 

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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.

 

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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.

 

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   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

 

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GEORGE RISK INDUSTRIES, INC.

 

PART I. FINANCIAL INFORMATION

 

Item 2: Management Discussion and Analysis of Financial Condition and Results of Operations

 

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MANAGEMENT DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

This Quarterly Report on Form 10-Q, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act) and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), which are subject to the “safe harbor” created by those sections. Any statements herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “expect,” “intend,” “believe,” “estimate,” “project” or “continue,” and the negatives of such terms are intended to identify forward-looking statements. The information included herein represents our estimates and assumptions as of the date of this filing. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if current information becomes available in the future.

 

The following discussion should be read in conjunction with the attached condensed financial statements, and with the Company’s audited financial statements and discussion for the fiscal year ended April 30, 2019.

 

Executive Summary

 

The Company’s performance has increased through the first quarter in comparison to the prior quarter last year. In comparison to the most recent prior quarter, performance has stayed steady with similar sales figures. The main difference between this year’s quarter and last year’s quarter is that the Company doesn’t have a big back order log and is able to get inventory in the stockroom which allows the Company to ship products out on timely basis. Opportunities include continuing to learn and grow with our computer system and to continue looking at businesses that might be a good fit to purchase. Also, we have new products that are scheduled to enter the marketplace by the end of the calendar year. Challenges in the coming months include continuing to get product out to customers in a timelier manner. Raw material prices are also a concern with tariffs being levied by the US government and other factors. Management continues to work at keeping the facilities running leaner and more profitable than ever before.

 

Results of Operations

 

  Net sales showed a 3.59% increase over the same period in the prior year. Management believes that they have been successful at training employees on the new computer system and production is running smoothly. The Company has also seen some old customers buying from us again. Management believes that this may be in relation to price increases from our competitors
  Cost of goods sold saw a decrease from 52.52% of sales in the prior year, to 49.80% in the current quarter, which is inside of Management’s goal to keep labor and other manufacturing expenses within the range of 45 to 50%. The decreased cost of goods sold percentage is a reflection of having better training and working more efficiently when making product.
  Operating expenses have increased by $18,000 when comparing the current year quarter to the same quarter for the prior year, but the percentage in relation to net sales decreased to 24.58% for the quarter ended July 31, 2019 as compared to 24.93% for the corresponding quarter last year. The Company has been able to keep the operating expenses at less than 30% of net sales for many years now; however, the actual dollar amount increase is because of increased commission amounts (since sales have increased) and additional labor costs for hiring new employees and wage increases.

 

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  Income from operations for the quarter ended July 31, 2019 was at $910,000, which is a 17.72% increase from the corresponding quarter last year, which had income from operations of $773,000.
  Other income and expenses showed a $243,000 gain for the quarter ended July 31, 2019 as compared to a $128,000 gain for the quarter ended July 31, 2018. The increase is primarily due to having gains on the sale of investments instead of having a loss on that number as it was for the same quarter last year.
  Provision for income taxes showed an increase of $3,000, up from $284,000 in the quarter ended July 31, 2018 to $287,000 for the quarter ended July 31, 2019. The tax cuts implemented by the Federal government have kept income tax numbers lower.
  In turn, net income for the quarter ended July 31, 2019 was $866,000, a 40.36% increase from the corresponding quarter last year, which showed net income of $617,000.
  Earnings per share for the quarter ended July 31, 2019 were $0.17 per common share and $0.12 per common share for the quarter ended July 31, 2018.

 

Liquidity and capital resources

 

Operating

 

  Net cash increased $794,000 during the quarter ended July 31, 2019 as compared to an increase of $653,000 during the corresponding quarter last year.
  Accounts receivable decreased $163,000 for the quarter ending July 31, 2019 compared with a $234,000 decrease for the same quarter last year. The decrease in accounts receivable is directly attributable to the Company’s ability to collect on accounts and to keep past due accounts to a minimum. An analysis of accounts shows that there were only 5.15% that were over 90 days at July 31, 2019.
  Inventories increased $288,000 during the current quarter as compared to a $389,000 increase last year. The smaller increase is primarily due to the fact that the Company selling more finished goods at a slightly faster rate than it is replenishing raw materials.
  At the quarter ended July 31, 2019 there was a $79,000 decrease in prepaid expenses and at July 31, 2018, there was a $166,000 decrease. The current decrease is due to capitalizing some projects in process.
  Accounts payable shows an increase of $55,000 for the quarter ended July 31, 2019 compared to a decrease of $7,000 for the same quarter the year before, primarily due to timing issues. Management strives to pay all payables within terms, unless there is a problem with the merchandise.
  Accrued expenses decreased $66,000 for the current quarter as compared to a $172,000 decrease for the quarter ended July 31, 2018. The difference in the amounts is primarily due to timing issues of when pay periods end.
  Income tax payable for the quarter ended July 31, 2019 increased $289,000, while there was a $244,000 decrease towards income tax overpayment for the quarter ended July 31, 2018. The current increase is due to waiting on tax refunds to be sent and not having to pay income tax estimates yet.

 

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Investing

 

  As for our investment activities, the Company purchased $169,000 of property and equipment during the current fiscal quarter. In comparison with the corresponding quarter last year, there were not any purchases of property 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 quarter ended July 31, 2019 was $132,000 compared to $233,000 spent during the quarter ended July 31, 2018. We continue to use “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 fee based on the value of the investments.

 

Financing

 

  Furthermore, the Company continues to purchase back common stock when the opportunity arises. For the quarter ended July 31, 2019, the Company purchased $53,000 worth of treasury stock, along with the $5,000 spent in the same period the prior year.

 

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The following is a list of ratios to help analyze George Risk Industries’ performance:

 

   Qtr ended   Qtr ended 
   July 31, 2019   July 31, 2018 
Working capital          
(current assets – current liabilities)  $38,750,000   $36,894,000 
Current ratio          
(current assets / current liabilities)   17.882    18.760 
Quick ratio          
((cash + investments + AR) / current liabilities)   15.622    16.567 

 

New Product Development

 

The Company and its’ engineering department perpetually work to develop enhancements to current product lines, develop new products which complement existing products, and look for products that are well suited to our distribution network and manufacturing capabilities. Items currently in various stages of the development process include:

 

  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.
  A new version of the pool access alarm is currently going through electrical listing testing. This next-generation model combines our battery operated DPA series with our hard wired 289 series. A variety of installation options will be available through jumper pin settings.
  Work continues on high security switches. They have a triple biased high security switch design nearly complete and an adjustable magnet design was completed for recessed mounting applications.
  Wireless technology is a main area of focus for product development. We are looking into adding wireless technology to some of our current products. A wireless contact switch is in the final stages of development. Also, we are working on wireless versions of our Pool Alarm and environmental sensors that will be easy to install in current construction. We are also concentrating on making products compatible with Wi-Fi, smartphone technology and the increasing popular Z-Wave standard for wireless home automation.
  We are ready to launch a new product in our cable and wiring tools segment, The Grabbit GR5. This is an ultra-compact, lightweight telescoping pole that extends 5’ to grab or push a wire. The GR5 is the newest member of the Grabbit family - joining the 10’, 12’ and 18’ versions. The Grabbits are an indispensable tool when running wire through drop ceilings and difficult-to-access areas. A Z-tip, J-tip and LED light are included with the Grabbits which are interchangeable depending on the situation.

 

Other Information

 

In addition to researching developing new products, management is always open to the possibility of acquiring a business or product line that would complement our existing operations. Due to the Company’s strong cash position, management believes this could be achieved without the need for outside financing. The intent is to utilize the equipment, marketing techniques and established customers to deliver new products and increase sales and profits.

 

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There are no known seasonal trends with any of GRI’s products, since we sell to distributors and OEM manufacturers. Our products are tied to the housing industry and will fluctuate with building trends.

 

Recently Issued Accounting Pronouncements

 

In 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.

 

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GEORGE RISK INDUSTRIES, INC.

 

PART I. FINANCIAL INFORMATION

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

This disclosure does not apply.

 

Item 4. Controls and Procedures

 

Our management, under the supervision and with the participation of our chief executive officer (also working as our chief financial officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of July 31, 2019. Based on that evaluation, our chief executive officer (also working as our chief financial officer) concluded that the disclosure controls and procedures employed at the Company were not effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

We continue to operate with a limited number of accounting and financial personnel. A new accounting professional was hired in 2018 to fill the Controller position. Training will be required to fulfill disclosure control and procedure responsibilities, including review procedures for key accounting schedules and timely and proper documentation of material transactions and agreements. Until sufficient training has taken place for this new Controller, we believe this control deficiency represents material weaknesses in internal control over financial reporting.

 

Despite the material weaknesses in financial reporting noted above, we believe that our consolidated financial statements included in this report fairly present our financial position, results of operations and cash flows as of and for the periods presented in all material respects.

 

We are committed to the establishment of effective internal controls over financial reporting and will place emphasis on quarterly and year-end closing procedures, timely documentation and internal review of accounting and financial reporting consequences of material contracts and agreements, and enhanced review of all schedules and account analyses by experienced accounting department personnel or independent consultants.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting during the fiscal quarter ended July 31, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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GEORGE RISK INDUSTRIES, INC.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Not applicable

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

The following table provides information relating to the Company’s repurchase of common stock for the first quarter of fiscal year 2020.

 

Period   Number of shares repurchased
May 1, 2019 – May 31, 2019   -0-
June 1, 2019 – June 30, 2019   300
July 1, 2019 – July 31, 2019   6,000

 

Item 3. Defaults upon Senior Securities

 

Not applicable

 

Item 4. Mine Safety Disclosures

 

Not applicable

 

Item 5. Other Information

 

Not applicable

 

Item 6. Exhibits

 

  Exhibit No.   Description
       
  31.1   Certification of the Chief Executive Officer (Principal Financial and Accounting Officer), as required by Section 302 of the Sarbanes-Oxley Act of 2002.
       
  32.1   Certification of the Chief Executive Officer (Principal Financial and Accounting Officer), as required by Section 906 of the Sarbanes-Oxley Act of 2002.

 

25
 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  George Risk Industries, Inc.
  (Registrant)
   
Date September 18, 2019 By: /s/ Stephanie M. Risk-McElroy
    Stephanie M. Risk-McElroy
   

President, Chief Executive Officer, Chief Financial Officer

and Chairman of the Board

 

26