GEORGE RISK INDUSTRIES, INC. 10-Q

Item 1. Financial Statements The unaudited financial statements for the three-and six-month periods ended October 31, 2020, are attached hereto. GEORGE RISK INDUSTRIES, INC. CONDENSED BALANCE SHEETS October 31, 2020 April 30, 2020 (unaudited) ASSETS Current Assets: Cash and cash equivalents $ 5,855,000 $ 6,458,000 Investments and securities 27,666,000 25,322,000 Accounts receivable: Trade, net of $1,014 and $7,306 doubtful account allowance 2,938,000 2,964,000 Other 29,000 18,000 Income tax overpayment — 56,000 Inventories, net 5,731,000 5,103,000 Prepaid expenses 438,000 516,000 Total Current Assets 42,657,000 40,437,000 Property and Equipment, net, at cost 1,699,000 1,465,000 Other Assets Investment in Limited Land Partnership, at cost 320,000 320,000 Projects in process 25,000 21,000 Other 2,000 2,000 Total Other Assets 347,000 343,000 Intangible Assets, net 1,455,000 1,517,000 TOTAL ASSETS $ 46,158,000 $ 43,762,000 See accompanying notes to the unaudited condensed financial statements. GEORGE RISK INDUSTRIES, INC. CONDENSED BALANCE SHEETS October 31, 2020 April 30, 2020 (unaudited) LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Accounts payable, trade $ 215,000 $ 187,000 Dividends payable 2,081,000 1,892,000 Accrued expenses: Payroll and other expense 346,000 450,000 Income tax payable 321,000 — Notes payable 950,000 950,000 Total Current Liabilities 3,913,000 3,479,000 Long-Term Liabilities Deferred income taxes 1,298,000 699,000 Total Long-Term Liabilities 1,298,000 699,000 Total Liabilities 5,211,000 4,178,000 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 87,000 (4,000 ) Retained earnings 42,279,000 41,006,000 Less: treasury stock, 3,553,029 and 3,552,954 shares, at cost (4,302,000 ) (4,301,000 ) Total Stockholders’ Equity 40,947,000 39,584,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 46,158,000 $ 43,762,000 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. CONDENSED INCOME STATEMENTS FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2020 AND 2019 (Unaudited) Three months Six months Three months Six months ended ended ended ended Oct 31, 2020 Oct 31, 2020 Oct 31, 2019 Oct 31, 2019 Net Sales $ 4,647,000 $ 8,694,000 $ 3,710,000 $ 7,263,000 Less: Cost of Goods Sold (2,294,000 ) (4,245,000 ) (1,860,000 ) (3,630,000 ) Gross Profit 2,353,000 4,449,000 1,850,000 3,633,000 Operating Expenses General and Administrative 364,000 678,000 329,000 626,000 Sales 604,000 1,171,000 555,000 1,112,000 Engineering 21,000 50,000 17,000 32,000 Rent Paid to Related Parties — — 3,000 8,000 Total Operating Expenses 989,000 1,899,000 904,000 1,778,000 Income From Operations 1,364,000 2,550,000 946,000 1,855,000 Other Income (Expense) Other 44,000 56,000 1,000 2,000 Dividend and Interest Income 134,000 290,000 166,000 359,000 Unrealized Gain (Loss) on Equity Securities (115,000 ) 1,999,000 129,000 274,000 Gain on Investments 72,000 44,000 10,000 59,000 Gain on Sale of Assets 4,000 4,000 — — Total Other Income 139,000 2,393,000 306,000 694,000 Income Before Provisions for Income Taxes 1,503,000 4,943,000 1,252,000 2,549,000 Provisions for Income Taxes: Current Expense 682,000 1,032,000 258,000 552,000 Deferred Tax (Benefit) Expense (39,000 ) 559,000 37,000 65,000 Total Income Tax Expense 643,000 1,591,000 295,000 617,000 Net Income $ 860,000 $ 3,352,000 $ 957,000 $ 1,932,000 Income Per Share of Common Stock Basic $ 0.17 $ 0.68 $ 0.19 $ 0.39 Diluted $ 0.17 $ 0.67 $ 0.19 $ 0.39 Weighted Average Number of Common Shares Outstanding Basic 4,949,902 4,949,914 4,952,110 4,954,250 Diluted 4,970,402 4,970,414 4,972,610 4,974,750 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. CONDENSED STATEMENTS OF COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED OCTOBER 31, 2020 AND 2019 (Unaudited) Three months Six months Three months Six months ended ended ended ended Oct 31, 2020 Oct 31, 2020 Oct 31, 2019 Oct 31, 2019 Net Income $ 860,000 $ 3,352,000 $ 957,000 $ 1,932,000 Other Comprehensive Income, Net of Tax Unrealized gain (loss) on debt securities: Unrealized holding gains (losses) arising during period (20,000 ) 130,000 1,000 50,000 Income tax benefit (expense) related to other comprehensive income 6,000 (39,000 ) — (14,000 ) Other Comprehensive Income (Loss) (14,000 ) 91,000 1,000 36,000 Comprehensive Income $ 846,000 $ 3,443,000 $ 958,000 $ 1,968,000 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED OCTOBER 31, 2020 AND 2019 (Unaudited) Preferred Stock Common Stock Class A Shares Amount Shares Amount Balances, July 31, 2019 4,100 $ 99,000 8,502,881 $ 850,000 Purchases of common stock — — — — Dividend declared at $0.40 per common share outstanding — — — — Unrealized gain (loss), net of tax effect — — — — Net Income — — — — Balances, October 31, 2019 4,100 $ 99,000 8,502,881 $ 850,000 Preferred Stock Common Stock Class A Shares Amount Shares Amount Balances, July 31, 2020 4,100 $ 99,000 8,502,881 $ 850,000 Purchases of common stock — — — — Dividend declared at $0.42 per common share outstanding Unrealized gain (loss), net of tax effect — — — — Net Income — — — — Balances, October 31, 2020 4,100 $ 99,000 8,502,881 $ 850,000 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED OCTOBER 31, 2020 AND 2019 (Unaudited) Paid-In Treasury Stock (Common Class A) Accumulated Other Comprehensive Retained Capital Shares Amount Income Earnings Total $ 1,934,000 3,550,571 $ (4,280,000 ) $ 49,000 $ 41,859,000 $ 40,511,000 — 200 (1,000 ) — — (1,000 ) — — — — (1,982,000 ) (1,982,000 ) — — — 1,000 — 1,000 — — — — 957,000 957,000 $ 1,934,000 3,550,771 $ (4,281,000 ) $ 50,000 $ 40,834,000 $ 39,486,000 Paid-In Treasury Stock (Common Class A) Accumulated Other Comprehensive Retained Capital Shares Amount Income Earnings Total $ 1,934,000 3,552,954 $ (4,301,000 ) $ 101,000 $ 43,498,000 $ 42,181,000 — 75 (1,000 ) — — (1,000 ) — — — — (2,079,000 ) (2,079,000 ) — — — (14,000 ) — (14,000 ) — — — — 860,000 860,000 $ 1,934,000 3,553,029 $ (4,302,000 ) $ 87,000 $ 42,279,000 $ 40,947,000 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED OCTOBER 31, 2020 AND 2019 (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 — — — — Dividend declared at $0.40 per common share outstanding — — — — Unrealized gain (loss), net of tax effect — — — — Net Income — — — — Balances, October 31, 2019 4,100 $ 99,000 8,502,881 $ 850,000 Preferred Stock Common Stock Class A Shares Amount Shares Amount Balances, April 30, 2020 4,100 $ 99,000 8,502,881 $ 850,000 Purchases of common stock — — — — Dividend declared at $0.42 per common share outstanding Unrealized gain (loss), net of tax effect — — — — Net Income — — — — Balances, October 31, 2020 4,100 $ 99,000 8,502,881 $ 850,000 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED OCTOBER 31, 2020 AND 2019 (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 ) $ 14,000 $ 40,883,000 $ 39,553,000 — 6,500 (54,000 ) — — (54,000 ) — — — — (1,981,000 ) (1,981,000 ) — — — 36,000 — 36,000 — — — — 1,932,000 1,932,000 $ 1,934,000 3,550,771 $ (4,281,000 ) $ 50,000 $ 40,834,000 $ 39,486,000 Paid-In Treasury Stock (Common Class A) Accumulated Other Comprehensive Retained Capital Shares Amount Income Earnings Total $ 1,934,000 3,552,954 $ (4,301,000 ) $ (4,000 ) $ 41,006,000 $ 39,584,000 — 75 (1,000 ) — — (1,000 ) — — — — (2,079,000 ) (2,079,000 ) — — — 91,000 — 91,000 — — — — 3,352,000 3,352,000 $ 1,934,000 3,553,029 $ (4,302,000 ) $ 87,000 $ 42,279,000 $ 40,947,000 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. CONDENSED STATEMENTSOF CASH FLOWS FOR THE SIX MONTHS ENDED OCTOBER 31, 2020 AND 2019 (Unaudited) Oct 31, 2020 Oct 31, 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 3,352,000 $ 1,932,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 189,000 183,000 (Gain) loss on sale of investments (123,000 ) (100,000 ) Impairments on investments 79,000 41,000 Unrealized (gain) loss on equity securities (1,999,000 ) (274,000 ) Reserve for bad debts (6,000 ) (6,000 ) Reserve for obsolete inventory 10,000 2,000 Deferred income taxes 559,000 65,000 (Gain) loss on sale of assets (4,000 ) — Changes in assets and liabilities: (Increase) decrease in: Accounts receivable 32,000 486,000 Inventories (637,000 ) (583,000 ) Prepaid expenses and projects in process 73,000 271,000 Other receivables (10,000 ) 5,000 Income tax overpayment — 114,000 Increase (decrease) in: Accounts payable 28,000 (36,000 ) Accrued expenses (104,000 ) 11,000 Income tax payable 376,000 — Net cash from operating activities 1,815,000 2,111,000 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of assets 4,000 — (Purchase) of property and equipment (361,000 ) (179,000 ) Proceeds from sale of marketable securities 16,000 540,000 (Purchase) of marketable securities (186,000 ) (250,000 ) (Purchase) of long-term investment — (27,000 ) Net cash from investing activities (527,000 ) 84,000 CASH FLOWS FROM FINANCING ACTIVITIES: (Purchase) of treasury stock (1,000 ) (54,000 ) Dividends paid (1,890,000 ) (1,802,000 ) Net cash from financing activities (1,891,000 ) (1,856,000 ) NET CHANGE IN CASH AND CASH EQUIVALENTS (603,000 ) 339,000 Cash and Cash Equivalents, beginning of period 6,458,000 4,873,000 Cash and Cash Equivalents, end of period $ 5,855,000 $ 5,212,000 Supplemental Disclosure for Cash Flow Information: Cash payments for: Income taxes $ 650,000 $ 605,000 Interest paid $ — $ — Cash receipts for: Income taxes $ — $ 159,000 See accompanying notes to the unaudited condensed financial statements GEORGE RISK INDUSTRIES, INC. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS OCTOBER 31, 2020 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, 2020 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 June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses (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 standard to provide additional clarification on specific topics. Topic 326 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We have applied this guidance, as of May 1, 2020, using a modified-retrospective approach. The application of this guidance did not require a cumulative effect adjustment to retained earnings and did not have a material effect on our 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. We applied this guidance, as of May 1, 2020. The application of this guidance did not have a material effect on our disclosures. 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 does not expect the adoption of ASU 2020-01 to have a material impact on its financial statements. There are no other new accounting pronouncements that are expected to have a significant impact on our financial statements. Note 2 Investments The Company has investments in publicly traded equity securities, state and municipal debt securities, real estate investment trusts, and money markets. The investments in debt securities, which include municipal bonds and bond funds, mature between April 2021 and January 2044. The Company uses the average cost method to determine the cost of equity securities sold with any unrealized gains or losses reported in the respective period’s earnings. Unrealized gains and losses on debt securities are excluded from earnings and reported separately as a component of stockholder’s equity. Dividend and interest income are reported as earned. As of October 31, 2020 and April 30, 2020, investments consisted of the following: Gross Gross Investments at Cost Unrealized Unrealized Fair October 31, 2020 Basis Gains Losses Value Municipal bonds $ 5,308,000 $ 163,000 $ (41,000 ) $ 5,430,000 REITs 112,000 — (41,000 ) 71,000 Equity securities 17,326,000 4,946,000 (684,000 ) 21,588,000 Money markets and CDs 577,000 — — 577,000 Total $ 23,323,000 $ 5,109,000 $ (766,000 ) $ 27,666,000 Gross Gross Investments at Cost Unrealized Unrealized Fair April 30, 2020 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 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. 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 $52,000 for the quarter, and recorded a loss of $79,000 for the six months ended October 31, 2020. As for the corresponding periods last year, management recorded an impairment loss of $7,000 for the quarter ended October 31, 2019 and an impairment loss of $41,000 was recorded for the six-months ended October 31, 2019. The Company’s investments are actively traded in the stock and bond markets. Therefore, either a realized gain or loss is recorded when a sale happens. For the quarter ended October 31, 2020 the Company had sales of equity securities which yielded gross realized gains of $184,000 and gross realized losses of $110,000. For the same period, sales of debt securities did not yield any gross realized gains, but gross realized losses of $2,000 were recorded. As for the six-months ended October 31, 2020 the Company had sales of equity securities which yielded gross realized gains of $286,000 and gross realized losses of $236,000. For the same six-month period, sales of debt securities did not yield any gross realized gains, but gross realized losses of $6,000 were recorded. During the quarter ending October 31, 2019, the Company recorded gross realized gains and losses on equity securities of $67,000 and $57,000, respectively, while sales of debt securities did not yield any gross realized gains or losses. During the six-months ending October 31, 2019, the Company recorded gross realized gains and losses on equity securities of $220,000 and $161,000, respectively, as well as gross realized gains and losses on debt securities of $3,000 and $3,000, respectively. The gross realized loss numbers include the impaired figures listed in the previous paragraph. 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 October 31, 2020 and April 30, 2020, respectively. Unrealized Loss Breakdown by Investment Type at October 31, 2020 Less than 12 months 12 months or greater Total Description Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Municipal bonds $ 93,000 $ (1,000 ) $ 333,000 $ (40,000 ) $ 426,000 $ (41,000 ) REITs 28,000 (17,000 ) 43,000 (24,000 ) 71,000 (41,000 ) Equity securities 4,218,000 (569,000 ) 1,747,000 (115,000 ) 5,965,000 (684,000 ) Total $ 4,339,000 $ (587,000 ) $ 2,123,000 $ (179,000 ) $ 6,462,000 $ (766,000 ) Unrealized Loss Breakdown by Investment Type at April 30, 2020 Less than 12 months 12 months or greater Total Description Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss Municipal bonds $ 2,203,000 $ (42,000 ) $ 484,000 $ (47,000 ) $ 2,687,000 $ (89,000 ) REITs 43,000 (30,000 ) 24,000 (14,000 ) 67,000 (44000 ) Equity securities 5,496,000 (866,000 ) 1,651,000 (314,000 ) 7,147,000 (1,180,000 ) Total $ 7,742,000 $ (938,000 ) $ 2,159,000 $ (375,000 ) $ 9,901,000 $ (1,313,000 ) 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 October 31, 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. 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 October 31, 2020. Note 3 Inventories Inventories at October 31, 2020 and April 30, 2020 consisted of the following: October 31, April 30, 2020 2020 Raw materials $ 4,784,000 $ 4,233,000 Work in process 478,000 402,000 Finished goods 617,000 606,000 5,879,000 5,241,000 Less: allowance for obsolete inventory (148,000 ) (138,000 ) Inventories, net $ 5,731,000 $ 5,103,000 Note 4 Business Segments The following is financial information relating to industry segments: Three months Six months Three months Six months ended ended ended ended Oct 31, 2020 Oct 31, 2020 Oct 31, 2019 Oct 31, 2019 Net revenue: Security alarm products $ 3,632,000 $ 6,962,000 $ 2,985,000 $ 5,852,000 Cable & wiring tools 620,000 1,019,000 571,000 1,071,000 Other products 395,000 713,000 154,000 340,000 Total net revenue $ 4,647,000 $ 8,694,000 $ 3,710,000 $ 7,263,000 Income from operations: Security alarm products $ 1,092,000 $ 2,042,000 $ 762,000 $ 1,495,000 Cable & wiring tools 160,000 299,000 140,000 273,000 Other products 112,000 209,000 44,000 87,000 Total income from operations $ 1,364,000 $ 2,550,000 $ 946,000 $ 1,855,000 Depreciation and amortization: Security alarm products $ 39,000 $ 61,000 $ 71,000 $ 94,000 Cable & wiring tools 31,000 61,000 31,000 62,000 Other products 14,000 27,000 (4,000 ) 16,000 Corporate general 19,000 40,000 (4,000 ) 11,000 Total depreciation and amortization $ 103,000 $ 189,000 $ 94,000 $ 183,000 Capital expenditures: Security alarm products $ 149,000 $ 242,000 $ 10,000 $ 179,000 Cable & wiring tools — — — — Other products 111,000 113,000 — — Corporate general 6,000 6,000 — — Total capital expenditures $ 266,000 $ 361,000 $ 10,000 $ 179,000 October 31, 2020 April 30, 2020 Identifiable assets: Security alarm products $ 7,849,000 $ 7,150,000 Cable & wiring tools 2,586,000 2,684,000 Other products 967,000 724,000 Corporate general 34,756,000 33,204,000 Total assets $ 46,158,000 $ 43,762,000 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 October 31, 2020 Income Shares Per-Share (Numerator) (Denominator) Amount Net income $ 860,000 Basic EPS $ 860,000 4,949,902 $ .17 Effect of dilutive Convertible Preferred Stock – 20,500 -- Diluted EPS $ 860,000 4,970,402 $ .17 For the six months ended October 31, 2020 Income Shares Per-Share (Numerator) (Denominator) Amount Net income $ 3,352,000 Basic EPS $ 3,352,000 4,949,914 $ .68 Effect of dilutive Convertible Preferred Stock – 20,500 -- Diluted EPS $ 3,352,000 4,970,414 $ .67 For the three months ended October 31, 2019 Income Shares Per-Share (Numerator) (Denominator) Amount Net income $ 957,000 Basic EPS $ 957,000 4,952,110 $ .19 Effect of dilutive Convertible Preferred Stock – 20,500 -- Diluted EPS $ 957,000 4,972,610 $ .19 For the six months ended October 31, 2019 Income Shares Per-Share (Numerator) (Denominator) Amount Net income $ 1,932,000 Basic EPS $ 1,932,000 4,954,250 $ .39 Effect of dilutive Convertible Preferred Stock – 20,500 -- Diluted EPS $ 1,932,000 4,974,750 $ .39 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 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 by the Company of approximately $16,000 and $7,000 were paid during each quarter ending October 31, 2020 and 2019, respectively. Likewise, the Company paid matching contributions of approximately $29,000 and $9,000 during each six-month period ending October 31, 2020 and 2019, respectively. Note 7 Fair Value Measurements The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate their fair value due to their short term nature. The fair value of our investments is determined utilizing market based information. Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions, and credit risk. US GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 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 October 31, 2020, our investments consisted of money markets, publicly traded equity securities, real estate investment trusts (REITs) as well as certain state and municipal debt securities. The marketable securities are valued using third-party broker statements. The value of the majority of securities is derived from quoted market information. The inputs to the valuation are 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 October 31, 2020 Level 1 Level 2 Level 3 Total Assets: Municipal Bonds $ — $ 5,430,000 $ — $ 5,430,000 REITs — 71,000 — 71,000 Equity Securities 21,588,000 — — 21,588,000 Money Markets and CDs 577,000 — — 577,000 Total fair value of assets measured on a recurring basis $ 22,165,000 $ 5,501,000 $ — $ 27,666,000 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 Note 8 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. If the Company submits a loan forgiveness application within ten months of the completion of the Covered Period, it will not be required to make any payments until the forgiveness amount is remitted to the lender by Small Business Administration (“SBA”). Interest accrues during the time between the disbursement of the loan and the SBA remittance of the forgiveness amount. The Company is responsible for paying the accrued interest only on the amount of the loan that is not forgiven. The lender is responsible for notifying the Company of remittance of the forgiveness amount by the SBA and, if applicable, the date on which the Company’s first payment of the remaining balance is due. 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 used 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. On December 3, 2020, the Company received notice from the lender that the entire amount of the PPP loan was forgiven. Note 9 Subsequent Events As stated above, the Company received notification on December 3, 2020 from its lender of the Paycheck Protection Program (“PPP”) loan that the full amount of the loan was forgiven. GEORGE RISK INDUSTRIES, INC. PART I. FINANCIAL INFORMATION Item 2. Management Discussion and Analysis of Financial Condition and Results of Operations 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 new 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, 2020. Executive Summary The Company’s performance continues to improve through the first half of the current fiscal year with the second quarter showing growth over the first quarter of the current fiscal year. This is mainly due the closure of a competitor at the end of calendar year 2019 and having the ability to continue to work through the COVID-19 pandemic. The state of Nebraska, where we are located, has kept businesses open during the pandemic. Additionally, the Company’s products are traditionally tied to the housing market and with that market remaining strong, it in turn helps the Company’s sales grow. Opportunities include keeping up with the business growth and to continue looking at businesses that might be a good fit to purchase. We also have new products that have hit the marketplace and a couple more that are scheduled to be introduced by the end of the year. Challenges in the coming months include continuing to get product out to customers in a timely manner and dealing with the COVID-19 pandemic restrictions. Possible COVID-19 challenges include, but are not limited to, price increases and/or delays in the supply chain, reduced sales, workforce interruptions, and economic conditions impacting the stock market. Management continues to work at keeping operations flowing as efficient as possible with the hopes of getting the facilities running leaner and more profitable than ever before. Results of Operations ● Net sales were $4,647,000 for the quarter ended October 31, 2020, which is a 25.26% increase from the corresponding quarter last year. Year-to-date net sales were $8,694,000 at October 31, 2020, which is a 19.70% increase from the same period last year. The increases in sales are primarily a result of a competitor no longer selling competing products, as discussed above. Other than the loss of a competitor, the Company does not believe COVID-19 has had a significant effect on our net revenue and we do not expect it to have a significant effect going forward. Also, the ongoing commitment towards outstanding customer service and customization of products are a few of the many reasons sales continue to grow. ● Cost of goods sold was 49.37% of net sales for the quarter ended October 31, 2020 and was 50.13% for the same quarter last year. Year-to-date cost of goods sold percentages were 48.83% for the current six months and 49.98% for the corresponding six months last year. The current cost of goods sold percentages are right at Management’s goal of keeping labor and other manufacturing expenses at less than 50% for both the quarter and year-to-date results. Management continues to work with and train employees to work more efficiently and they also work at getting the best price for raw materials. ● Operating expenses were up $85,000 for the quarter and were up $121,000 for the six-months ended October 31, 2020 as compared to the corresponding periods last year. But when comparing percentages in relation to net sales, the operating expenses for the quarter ended October 31, 2020 was 21.28% of net sales while it was 24.37% of net sales for the same quarter the prior year. For year-to-date numbers, operating expense were 21.84% and 24.48% of net sales for the six months ended October 31, 2020 and 2019, respectively. 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. ● Income from operations for the quarter ended October 31, 2020 was at $1,364,000, which is a 44.19% increase from the corresponding quarter last year, which had income from operations of $946,000. Income from operations for the six months ended October 31, 2020 was at $2,550,000, which is a 37.47% increase from the corresponding six months last year, which had income from operations of $1,855,000. ● Other income and expenses are down when comparing the current quarter to the prior quarter, with a decrease of $167,000 in the current quarter. Conversely, other income and expenses are up by $1,699,000 when comparing the current six-month period to the prior six-month period. Most of the activity in these accounts consists of investment interest, dividends, real gains or losses on sale of investments, and unrealized gains or losses on equity securities. The main reason for the decrease in the current quarter as opposed to the increase for the year-to-date numbers is the unrealized gain and loss on equity securities. The Company is at the mercy of the stock market when it comes to these figures and the COVID-19 pandemic influenced these numbers. ● Overall, net income for the quarter ended October 31, 2020 was down $97,000, or 10.14%, from the same quarter last year. Conversely, net income for the six-month period ended October 31, 2020 was up $1,420,000, or 73.5%, from the same period in the prior year. ● Earnings per common share for quarter ended October 31, 2020 were $0.17 per share and $0.68 per share for the year-to-date numbers. EPS for the quarter and six months ended October 31, 2019 were $0.19 per share and $0.39 per share, respectively. Liquidity and capital resources Operating ● Net cash decreased $603,000 during the six months ended October 31, 2020 as compared to an increase of $339,000 during the corresponding period last year. ● Accounts receivable decreased $32,000 for the six months ended October 31, 2020 compared with a $486,000 decrease for the same period last year. The smaller current year decrease is a result of improved sales and collections on accounts receivable have improved over the last year. An analysis of accounts shows that there were only 0.27% that were over 90 days at October 31, 2020. ● Inventories increased $637,000 during the current six-month period as compared to a $583,000 increase last year. The bigger increase in the current year is primarily due to being prepared for the increase we have seen in sales. In addition, the Company is keeping more inventory on hand to reduce the likelihood of running into a shortage on some major raw materials, such as we experienced last year. ● Prepaid expenses saw a $73,000 decrease for the current six months, primarily due to less prepayment of raw materials and running through some of our prepaid agreements without needing to renew them. The prior six months showed a $271,000 increase in prepaid expenses. ● Accounts payable shows an increase for the current six-month period of $28,000 while it shows a decrease for the prior six-month periods of $36,000. The company strives to pay all invoices within terms, and the variance in the decreases is primarily due to the timing of receipt of products and payment of invoices. ● Accrued expenses decreased $104,000 for the current six-month period as compared to an $11,000 increase for the six-month period ended October 31, 2019. The difference in the amounts is primarily due to timing issues. ● Income tax payable increased $376,000 for the current six-month period, compared to having a decrease in income tax overpayment for the six-months ended October 31, 2019. The current increase is largely due to having increased sales and income and not having income tax estimates large enough. Also, since the Company was notified that the PPP loan was forgiven, the forgiveness amount was included in the income tax expense calculation. Investing ● As for our investment activities, the Company purchased $361,000 of property and equipment during the current six-month period. In comparison, $179,000 was spent on purchases of property and equipment during the corresponding six months last year. ● The Company continues to purchase marketable securities, which include municipal bonds and quality stocks. During the six-month period ended October 31, 2020 there was quite a bit of buy/sell activity in the investment accounts. Net cash spent on purchases of marketable securities for the six-month period ended October 31, 2020 was $186,000 compared to $250,000 spent in the prior six-month period. 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. The COVID-19 pandemic has had a negative impact on the performance of the stock market, which has affected the real and unrealized gains/losses. Management believes that more realized losses were recorded when investments were sold and more write downs had to be recorded. Financing ● On April 15, 2020, the Company received loan proceeds of approximately $950,000 from FirsTier Bank, pursuant to the Paycheck Protection Program under Division A, Title I of the CARES Act, which was enacted March 27, 2020. Please refer to Note 8 for more information about the loan. In accordance with the terms of the loan, the Company used the proceeds for qualified operating expenses. As of December 3, 2020, the liability of this loan has been completely forgiven. ● The Company continues to purchase back its common stock when the opportunity arises. For the six-month period ended October 31, 2020, the Company purchased $1,000 worth of treasury stock, in comparison to $54,000 repurchased in the corresponding six-month period last year. ● The company declared a dividend of $0.42 per share of common stock on September 30, 2020, which was paid out during the second quarter. This is a slight increase to the dividend of $0.40, which was declared and paid during the second fiscal quarter last year. The following is a list of ratios to help analyze George Risk Industries’ performance: As of October 31, 2020 October 31, 2019 Working capital (current assets – current liabilities) $ 38,744,000 $ 37,805,000 Current ratio (current assets / current liabilities) 10.901 16.564 Quick ratio ((cash + investments + AR) / current liabilities) 9.317 14.333 New Product Development The Company and its engineering department continue to develop enhancements to product lines, develop new products that complement existing products, and look for products that are well suited to our distribution network and manufacturing capabilities. Items currently in the development process include: ● Explosion proof contacts that will be UL listed for hazardous locations. There has been demand from our customers for this type of high security magnetic reed switch. ● An updated version of the pool access alarm (PAA) has met electrical listing testing (ETL) approval and we are currently waiting on component parts to begin production and field 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. ● Wireless technology is a main area of focus for product development. We are considering 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 access 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. ● In the high security realm, the Company has introduced the 2707 Series which is a triple high biased magnetic reed contact and 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 3045 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 3045CT 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. Latching LED and UL Listed versions will follow. Other Information In addition to researching and 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. 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 June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses (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 standard to provide additional clarification on specific topics. Topic 326 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. We have applied this guidance, as of May 1, 2020, using a modified-retrospective approach. The application of this guidance did not require a cumulative effect adjustment to retained earnings and did not have a material effect on our 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. We applied this guidance, as of May 1, 2020. The application of this guidance did not have a material effect on our disclosures. 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 does not expect the adoption of ASU 2020-01 to have a material impact on its financial statements. There are no other new accounting pronouncements that are expected to have a significant impact on our financial statements. GEORGE RISK INDUSTRIES, INC. PART I. FINANCIAL INFORMATION Item 3. Quantitative and Qualitative Disclosures about Market Risk Not applicable