Item 8. Financial Statements and Supplementary Data
Item
8 Financial Statements
Index
to Financial Statements
George
Risk Industries, Inc.
Page
Report
of Independent Registered Public Accounting Firm
F-2
Balance
Sheets—April 30, 2023 and 2022
F-4
Statements
of Income For the Years Ended April 30, 2023 and 2022
F-6
Statements
of Comprehensive Income For the Years Ended April 30, 2023 and 2022
F-7
Statements
of Changes in Stockholders’ Equity For the Years Ended April 30, 2023 and 2022
F-8
Statements
of Cash Flows For the Years Ended April 30, 2023 and 2022
F-10
Notes
to Financial Statements
F-11
F- 1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and
Stockholders
of George Risk Industries, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheets of George Risk Industries, Inc. (the Company) as of April 30, 2023 and 2022, and the related
statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended
April 30, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of April 30, 2023 and 2022, and the results of its
operations and its cash flows for each of the years in the two-year period ended April 30, 2023, in conformity with accounting principles
generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
F- 2
Critical
Audit Matter – Revenue Recognition – Refer to Note 1 of the Financial Statements
Critical Audit Matter Description
The
Company primarily generates revenue through non-complex sales transactions that require limited judgement. However, there are instances
in which revenue contracts contain complexities that are subject to critical judgment around when the performance obligation is satisfied.
These specific elements of revenue are variable considerations, returns and allowances.
Consideration
in contracts with customers is variable due to anticipated reductions such as discounts, rebates, and allowances. Accordingly, revenues
are recorded net of estimated variable consideration, returns and allowances, based on known or expected values.
This
matter was considered a critical audit matter as there is a high degree of auditor effort in performing procedures and evaluation of
audit evidence related to contractual terms in customer arrangements to determine the amounts of consideration.
How
the Critical Audit Matter was Addressed in the Audit
Our
principal procedures related to the Company’s revenue recognition for these specific elements are the following:
●
We
evaluated management’s significant accounting policies related to various elements of revenue recognition.
●
We
performed analytical procedures to test the reasonableness of recorded balances.
●
For
a sample of transactions, we inspected source documents, including customer contracts or purchase orders, third-party shipping information,
invoices, and relevant communication.
●
Evaluated
contractual terms in customer arrangements that impact management determination of the variable consideration related to the productions
and related recognition of revenue on a sample basis.
Critical
Audit Matter – Valuation of Investments – Refer to Note 1 and Note 3 of the Financial Statements
Critical Audit Matter Description
The
company has investments in publicly traded equity securities, state and municipal debt securities, REITS, and money markets and they
are recorded at fair value. Some of these investments are Level 2 investments and can be hard to value. In addition, as the securities
held at fair value, management must assess securities that are in a significant unrealized loss position for other than temporary impairment.
For these securities, management must make difficult and subjective judgements about the ability of the issuer to be able to meet its
obligations under terms of the security. These judgements can have a significant impact on the Company’s reported earnings if they
should prove to be significantly inaccurate.
How
the Critical Audit Matter was Addressed in the Audit
Our
principal procedures related to the Company’s process for debt securities valuations as well as the process for equity securities
other than temporary impairment evaluation included are the following:
●
We
evaluated management’s significant accounting policies related to the identification of other than temporary impairment.
●
Valuation
specialists, with specialized skills and knowledge, were involved in the assessment of the fair values for a sample of Level 2 investments.
●
We
performed testing over a sample of securities to determine if conclusions reached by management regarding other than temporary impairment
were appropriate.
/s/
Haynie and Company
We
have served as the Company’s auditor since 1992.
Littleton, CO
Firm ID 457
July 31, 2023
F- 3
George
Risk Industries, Inc.
Balance
Sheets
As
of April 30, 2023 and 2022
2023
2022
ASSETS
Current Assets:
Cash and
cash equivalents
$ 4,943,000
$ 6,078,000
Investments and securities
31,363,000
30,979,000
Accounts receivable:
Trade, net of allowance
for credit losses of $ 17,922 and $ 33,531 for 2023 and 2022, respectively
3,503,000
4,114,000
Other
59,000
16,000
Income tax overpayment
403,000
—
Inventories, net
11,443,000
7,940,000
Prepaid
expenses
651,000
1,362,000
Total Current Assets
52,365,000
50,489,000
Property and Equipment, at cost, net
1,997,000
1,782,000
Other Assets
Investment in Limited
Land Partnership, at cost
344,000
344,000
Projects in process
83,000
83,000
Other
13,000
62,000
Total Other Assets
440,000
489,000
Intangible Assets,
net
1,149,000
1,271,000
TOTAL ASSETS
$ 55,951,000
$ 54,031,000
The
accompanying notes are an integral part of these financial statements.
F- 4
George
Risk Industries, Inc.
Balance
Sheets (Continued)
As
of April 30, 2023 and 2022
2023
2022
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable,
trade
$ 546,000
$ 320,000
Dividends payable
2,565,000
2,296,000
Deferred income
43,000
—
Accrued expenses
421,000
354,000
Income
tax payable
—
277,000
Total Current Liabilities
3,575,000
3,247,000
Long-Term Liabilities
Deferred
income taxes
1,727,000
1,742,000
Total Long-Term Liabilities
1,727,000
1,742,000
Total Liabilities
5,302,000
4,989,000
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 (loss)
( 161,000 )
( 137,000 )
Retained earnings
52,481,000
50,843,000
Less:
treasury stock, 3,572,338 and 3,571,693 shares, at cost
( 4,554,000 )
( 4,547,000 )
Total Stockholders’
Equity
50,649,000
49,042,000
TOTAL LIABILITES AND
STOCKHOLDERS’ EQUITY
$ 55,951,000
$ 54,031,000
The
accompanying notes are an integral part of these financial statements.
F- 5
George
Risk Industries, Inc.
Income
Statements
For
the years ended April 30, 2023 and 2022
Year ended
Year ended
April
30, 2023
April
30, 2022
Net Sales
$ 19,979,000
$ 20,735,000
Less: Cost of Goods
Sold
( 10,605,000 )
( 10,720,000 )
Gross Profit
9,374,000
10,015,000
Operating Expenses:
General and Administrative
1,380,000
1,426,000
Selling
2,836,000
2,857,000
Engineering
98,000
84,000
Total Operating Expenses
4,314,000
4,367,000
Income From Operations
5,060,000
5,648,000
Other Income (Expense)
Other Income
6,000
16,000
Dividend and Interest
Income
1,068,000
1,027,000
Unrealized (Loss) on
Equity Securities
( 31,000 )
( 2,764,000 )
Gain (Loss) on Sale
of Investment
( 291,000 )
414,000
Gain
on Sale of Assets
3,000
—
Total Other Income (Expense)
755,000
( 1,307,000 )
Income Before Provisions for Income Taxes
5,815,000
4,341,000
Provisions for Income Taxes
Current Expense
1,226,000
1,669,000
Deferred
tax (benefit)
( 168,000 )
( 894,000 )
Total
Income Tax Expense
1,058,000
775,000
Net Income
$ 4,757,000
$ 3,566,000
Earnings Per Share of Common Stock
Basic
$ 0.96
$ 0.72
Diluted
$ 0.96
$ 0.72
Weighted Average Number of Common Shares
Outstanding (Basic)
4,930,835
4,941,825
Weighted Average Number of Common Shares
Outstanding (Diluted)
4,951,335
4,962,325
The
accompanying notes are an integral part of these financial statements.
F- 6
George
Risk Industries, Inc.
Statements
of Comprehensive Income
For
the years ended April 30, 2023 and 2022
Year ended
Year ended
April
30, 2023
April
30, 2022
Net Income
$ 4,757,000
$ 3,566,000
Other Comprehensive (Loss), Net of Tax
Unrealized (loss) on
debt securities:
Unrealized holding (losses)
arising during period
( 33,000 )
( 344,000 )
Income
tax benefit related to other comprehensive income
9,000
99,000
Other
Comprehensive (Loss)
( 24,000 )
( 245,000 )
Comprehensive Income
$ 4,733,000
$ 3,321,000
The
accompanying notes are an integral part of these financial statements.
F- 7
George
Risk Industries, Inc.
Statements
of Stockholders’ Equity
For
the Years Ended April 30, 2023 and 2022
Preferred
Stock
Common
Stock
Class
A
Shares
Amount
Shares
Amount
Balances,
April 30, 2021
4,100
$ 99,000
8,502,881
$ 850,000
Purchases of common stock
—
—
—
—
Dividend declared at $ 0.50 per common share
outstanding
—
—
—
—
Unrealized gain (loss), net of tax effect
—
—
—
—
Net Income
—
—
—
—
Balances,
April 30, 2022
4,100
99,000
8,502,881
850,000
Balances
4,100
99,000
8,502,881
850,000
Prior period adjustment for provisions related
to depreciation
—
—
—
—
Purchases of common stock
—
—
—
—
Dividend declared at $ 0.60 per
common share outstanding
Unrealized gain (loss), net of tax effect
—
—
—
—
Net Income
—
—
—
—
Balance,
April 30, 2023
4,100
$ 99,000
8,502,881
$ 850,000
Balance
4,100
$ 99,000
8,502,881
$ 850,000
The
accompanying notes are an integral part of these financial statements.
F- 8
George
Risk Industries, Inc.
Statements
of Stockholders’ Equity
For
the Years Ended April 30, 2023 and 2022
Paid-In
Treasury
Stock (Common Class A)
Accumulated Other
Comprehensive
Retained
Capital
Shares
Amount
Income
(Loss)
Earnings
Total
Balances,
April 30, 2021
$ 1,934,000
3,556,412
$ ( 4,336,000 )
$ 108,000
$ 49,749,000
$ 48,404,000
Purchases
of common stock
—
15,281
( 211,000 )
—
—
( 211,000 )
Dividend declared at $ 0.50
per common share outstanding
—
—
—
—
( 2,472,000 )
( 2,472,000 )
Unrealized gain (loss),
net of tax effect
—
—
—
( 245,000 )
—
( 245,000 )
Net
Income
—
—
—
—
3,566,000
3,566,000
Balances,
April 30, 2022
1,934,000
3,571,693
( 4,547,000 )
( 137,000 )
50,843,000
49,042,000
Balances
1,934,000
3,571,693
( 4,547,000 )
( 137,000 )
50,843,000
49,042,000
Prior period adjustment
for provisions related to depreciation
—
—
—
—
( 161,000 )
( 161,000 )
Purchases of common stock
—
645
( 7,000 )
—
—
( 7,000 )
Dividend declared at $ 0.60
per common share outstanding
—
—
—
—
( 2,958,000 )
( 2,958,000 )
Unrealized gain (loss),
net of tax effect
—
—
—
( 24,000 )
—
( 24,000 )
Net
Income
—
—
—
—
4,757,000
4,757,000
Balance,
April 30, 2023
$ 1,934,000
3,572,338
$ ( 4,554,000 )
$ ( 161,000 )
$ 52,481,000
$ 50,649,000
Balance
$ 1,934,000
3,572,338
$ ( 4,554,000 )
$ ( 161,000 )
$ 52,481,000
$ 50,649,000
The
accompanying notes are an integral part of these financial statements.
F- 9
George
Risk Industries, Inc.
Statements
of Cash Flows
Year ended
Year ended
April
30, 2023
April
30, 2022
Cash
Flows From Operating Activities:
Net Income
$ 4,757,000
$ 3,566,000
Adjustments to reconcile
net income to net cash provided by operating activities:
Depreciation and amortization
445,000
435,000
Realized (gain) loss
on sale of investments
224,000
( 414,000 )
Impairment on investments
67,000
—
Unrealized loss on equity
securities
31,000
2,764,000
Provision for credit
losses on accounts receivable
( 16,000 )
24,000
Reserve for obsolete
inventory
100,000
113,000
(Gain) on sale of assets
( 3,000 )
—
Deferred income taxes
( 167,000 )
( 894,000 )
Changes in assets and
liabilities:
(Increase) decrease
in:
Accounts receivable
627,000
( 326,000 )
Inventories
( 3,604,000 )
( 2,430,000 )
Prepaid expenses
761,000
( 903,000 )
Other receivables
( 43,000 )
—
Income tax overpayment
( 680,000 )
—
Increase (decrease)
in:
Accounts payable
226,000
( 157,000 )
Accrued expenses
111,000
( 5,000 )
Income
tax payable
—
196,000
Net cash from operating
activities
2,836,000
1,969,000
Cash
Flows From Investing Activities:
Proceeds from sale of
assets
12,000
—
(Purchase) of property
and equipment
( 548,000 )
( 390,000 )
Proceeds from sale of
marketable securities
25,000
452,000
(Purchase) of marketable
securities
( 764,000 )
( 787,000 )
(Purchase)
of long-term investment
—
( 24,000 )
Net cash from investing
activities
( 1,275,000 )
( 749,000 )
Cash
Flows From Financing Activities:
(Purchase)
of treasury stock
( 7,000 )
( 211,000 )
Dividends
paid
( 2,689,000 )
( 2,257,000 )
Net
cash from financing activities
( 2,696,000 )
( 2,468,000 )
Net
Change in Cash and Cash Equivalents
( 1,135,000 )
( 1,248,000 )
Cash
and Cash Equivalents, beginning of year
6,078,000
7,326,000
Cash
and Cash Equivalents, end of year
$ 4,943,000
$ 6,078,000
Supplemental
Disclosure for Cash Flow Information:
Cash payments for:
Income taxes paid
$ 2,070,000
$ 1,575,000
Interest expense
—
—
Cash receipts for:
Income taxes
$ 176,000
$ 114,000
The
accompanying notes are an integral part of these financial statements.
F- 10
George
Risk Industries, Inc.
Notes
to Financial Statements
April
30, 2023
1.
Nature
of Business and Summary of Significant Accounting Policies
George
Risk Industries, Inc. (GRI or the Company) was incorporated in 1967 in Colorado. The Company is presently engaged in the design, manufacture,
and sale of custom computer keyboards, proximity switches, security alarm components and systems, pool access alarms, EZ Duct wire covers,
water sensors, electronic switching devices, high security switches, and wire and cable installation tools.
Nature
of Business — The Company is engaged in the design, manufacture, and marketing of custom computer keyboards, proximity sensors,
security alarm components, pool access alarms, liquid detection sensors, raceway wire covers, wire and cable installation tools and various
other sensors and devices.
Cash
and Cash Equivalents — The Company considers all investments with a maturity of three months or less to be cash equivalents.
The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company
continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes
it is not exposed to any significant credit risk on cash and cash equivalents.
Accounts
Receivable and Allowance for Estimated Credit Losses — Accounts receivable are customer obligations due under normal trade
terms. The Company sells its products to security alarm distributors, alarm installers, and original equipment manufacturers. The Company
extends credit to its customers based on their credit worthiness and performs continuing credit evaluations of its customers’ financial
condition. If the Company believes the extension of credit is not advisable, other payment methods such as prepayments are required.
Balances deemed uncollectible by the Company are written off against our allowance for credit loss accounts.
The
Company maintains an allowance for estimated credit losses related to accounts receivable for future expected credit losses resulting
from the inability or unwillingness of our customers to make required payments. We estimate our allowance for credit losses based on
relevant information such as historical experience, current conditions, and future expectation of specifically identified customer balances.
This allowance is adjusted as appropriate to reflect current conditions. The Company has recorded an allowance for estimated credit losses
of $ 17,922 for the year ended April 30, 2023 and $ 33,531 for the year ended April 30, 2022 For the fiscal year ended April 30, 2023,
the provision for credit losses on accounts receivable was a credit of $ 17,171 compared to an expense of $ 24,199 for the fiscal year
ended April 30, 2022.
Concentrations
of Credit Risk — The Company has a limited number of customers with individually substantial amounts due at any given date.
Any unanticipated change in any one of these customers’ credit worthiness or other matters affecting the collectability of amounts
due from such customers could have a material effect on the results of operations in the period in which such changes or events occur.
Inventories
— Inventories are stated at the lower of cost or net realized value. Cost is determined using the average cost-pricing method.
The Company uses actual costs to price its manufactured inventories, approximating average costs.
F- 11
1.
Nature
of Business and Summary of Significant Accounting Policies, continued
Property
and Equipment — Property and equipment are recorded at cost. Depreciation is calculated based on the following estimated useful
lives using the straight-line method:
Schedule
of Property and Equipment
Classification
Useful
Life
in Years
2023
Cost
2022
Cost
Dies, jigs, and molds
3 – 7
$ 1,871,000
$ 1,855,000
Machinery and equipment
5 – 10
2,632,000
2,224,000
Furniture and fixtures
5 – 10
222,000
222,000
Improvements
5 – 32
605,000
541,000
Buildings
20 – 39
1,151,000
1,151,000
Automotive
3 – 5
126,000
110,000
Software
2 – 5
425,000
425,000
Land
N/A
80,000
80,000
Total
7,112,000
6,608,000
Property and equipment, gross
7,112,000
6,608,000
Accumulated depreciation
( 5,115,000 )
( 4,826,000 )
Property and equipment,
net
$ 1,997,000
$ 1,782,000
Depreciation
expense of $ 323,000 and $ 312,000 was charged to operations for the years ended April 30, 2023 and 2022, respectively.
Maintenance
and repairs are charged to expense as incurred, and expenditures for major improvements are capitalized. When assets are retired or otherwise
disposed of, the property accounts are relieved of costs and accumulated depreciation and any resulting gain or loss is credited or charged
to operations.
Investment
in Limited Land Partnership — In November 2002, the Company purchased 6.67% of a prime 22-acre land parcel for development
in Winter Park-Grand County, CO for investment purposes for a total of $ 200,000 . The goal was to hold the property for resale(s) in 2 - 5
years, but many efforts to sell the property have not materialized. Over the years, there has been a total of $ 144,000 of additional
contributions to aid in improvements and recurring expenses such as debt service, utilities, taxes, maintenance, insurance, and professional
fees. Management has evaluated this investment and does not believe there is any impairment and that the full cost will be recovered
when sold.
Intangible
Assets — Intangible assets are amortized on a straight-line basis over their estimated useful lives, unless it is determined
their lives to be indefinite. The intangible asset currently being amortized is intellectual property with a useful life of 15 years.
As of April 30, 2023 the Company had $ 1,149,000 of net intangible asset costs, while the net intangible assets costs at April 30, 2022
were $ 1,271,000 . Amortization expense was $ 122,000 for the year ended April 30, 2023 and $ 123,000 for the year ended April 30, 2022,
respectively.
F- 12
1.
Nature
of Business and Summary of Significant Accounting Policies, continued
As
of April 30, 2023, future amortization of intangible assets is expected as follows:
Schedule
of Future Amortization of Intangible Assets
Fiscal
year end
Amortization
amount
2024
$ 121,000
2025
$ 121,000
2026
$ 121,000
2027
$ 121,000
2028
$ 121,000
Thereafter
$ 544,000
Total
$ 1,149,000
Basic
and Diluted Earnings per Share — The Company computes earnings per share in accordance with Accounting Standards Codification
(“ASC”) 260-10-45 Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face
of the statement of income. Basic earnings per share is computed by dividing net earnings available to common stockholders by the weighted
average number of outstanding common shares during the period. Diluted earnings per share gives effect to all dilutive potential common
shares outstanding during the period. Dilutive earnings per share excludes all potential common shares if their effect is anti-dilutive.
Advertising
— Advertising costs are expensed as incurred and are included in selling expenses. Advertising expense amounted to $ 105,000
and $ 162,000 for the years ended April 30, 2023 and 2022, respectively.
Income
Taxes — Deferred tax assets and liabilities are recorded for the future consequences of events that have been recognized in
the Company’s financial statements or tax returns. Measurement of the deferred tax items is based on enacted tax laws. In the event
the future consequences of differences between financial reporting bases and tax bases of the Company’s assets or liabilities result
in a deferred tax asset, we evaluate the probability of realizing the future benefits comprising that asset and record a valuation allowance
if considered necessary.
Accounting
standards prescribe a recognition threshold and a measurement attribute for the financial statement recognition and measurement of the
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. A “more likely than not” tax position is measured as the largest
amount of benefit that is greater than a fifty percent likelihood of being realized upon ultimate settlement, or else a full reserve
is established against the tax asset or a liability is recorded. The Internal Revenue Service (“IRS”) may generally access
additional income tax records for the most recent three years. This would generally prevent the IRS from opening an examination for years
ending on or before April 30, 2019. However, there are exceptions that can extend the statute of limitations to six years, and in some
cases, prevent the statute of limitations from ever expiring. Interest and penalties accrued on uncertain tax positions are recorded
as income tax expense.
F- 13
1.
Nature
of Business and Summary of Significant Accounting Policies, continued
It
has been determined that the Company does not have uncertain tax positions on its tax returns for the years 2022, 2021, and prior. Based
on evaluation of the 2023 transactions and events, the Company does not have any material uncertain tax positions that require measurement.
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.
Fair
Value of Financial Instruments — Certain financial instruments are required to be recorded at fair value. Changes in assumptions
or estimation methods could affect the fair value estimates; however, we do not believe any such changes would have a material impact
on our financial condition, results of operations or cash flows. Other financial instruments, including cash equivalents, certain investments
and short-term debt, are recorded at cost, which approximates fair value. The fair values of long-term debt and financial instruments
are disclosed in Note 11.
Investments
— The accounting policies for the Company’s principal investments are as follows: Debt Securities and Equity Securities:
Effective May 1, 2018, the Company adopted Accounting Standards Update 2016-01 “Financial Instruments-Overall (ASC Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities”. As a result, the Company measures its equity securities
at fair value and recognizes any changes in fair value in net income. Prior to adoption, equity securities were designated as available-for-sale
and reported at fair value with unrealized capital gains (losses) recorded in Accumulated other comprehensive income (loss) (“AOCI”).
The Company’s debt securities are currently designated as available-for-sale. Available-for-sale securities are reported at fair
value and unrealized capital gains (losses) on these securities are recorded directly in AOCI and presented, net of related changes,
in deferred income taxes. Purchases and sales of debt securities and equity securities are recorded on the trade date. Investment gains
and losses on sales of securities are generally determined on a first-in-first-out (“FIFO”) basis.
The
Company evaluates all marketable securities 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.
Revenue
Recognition —The Company accounts for revenue using the guidance provided by ASC 606, “Revenue from Contracts with Customers.”
The Company recognizes product revenue using a five-step approach to determine the amount and timing of revenue to be recognized. The
five-step approach requires (1) identifying the contract with the customer, (2) identifying the performance obligations in the contract,
(3) determining the transaction price, (4) allocating the transaction price to the performance
obligations in the contract and (5) recognizing revenue when performance obligations are satisfied. The Company recognizes revenue for
product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally used to determine the existence
of an arrangement. Shipping documents and the completion of any customer acceptance requirements, when applicable, are used to verify
product delivery or that services have been rendered. The Company assesses whether a price is fixed or determinable based upon the payment
terms associated with the transaction and whether the sales price is subject to refund or adjustment. Payments received from customers
in advance of product shipment or revenue recognition are treated as deferred revenues and recognized when the product is shipped.
F- 14
1.
Nature
of Business and Summary of Significant Accounting Policies, continued
Variable
Consideration — The Company measures revenue as the amount of consideration for which it expects to be entitled in exchange
for transferring goods. Certain customers may receive cash and/or non-cash incentives such as cash rebates, customer discounts (such
as volume or trade discounts), which are accounted for as variable consideration. In some cases, the Company must apply judgment, including
contractual rates and historical payment trends, when estimating variable consideration.
Product
Returns — In the normal course of business, the Company may allow customers to return product per the provisions in a sale
agreement. Estimated product returns are recorded as a reduction in reported revenues with offsetting entries recorded in the balance
sheet quarterly based upon historical product return experience, adjusted for known trends, to arrive at the amount of consideration
expected to receive.
Product
Warranties — In the normal course of business, the Company offers warranties for a variety of its products. The specific terms
and conditions of the warranties vary depending upon the specific product and markets in which the products were sold. The Company accrues
for the estimated cost of product warranty at the time of sale based on historical experience.
Shipping
and Handling Costs — The Company considers all shipping and handling to be fulfillment activities and not a separate performance
obligation. Shipping and handling costs are recorded as cost of sales.
Research
and Development Costs — Generally, costs related to the research, design, and development of products are charged to engineering
expense as incurred. Certain research and development costs are recognized under assets in the balance sheet.
Comprehensive
Income — US GAAP requires disclosure of total non-stockholder changes in equity in interim periods and additional disclosures
of the components of non-stockholder changes in equity on an annual basis. Total non-stockholder changes in equity include all changes
in equity during a period except those resulting from fiscal investments by and distributions to stockholders.
Segment
Reporting and Related Information — The Company designates the internal organization that is used by management for allocating
resources and assessing performance as the source of the Company’s reportable segments. US GAAP also requires disclosures about
products and services, geographic area and major customers. At April 30, 2023, the Company operated in three segments organized by security
line products, cable and wiring tools (Labor Saving Devices - LSDI) products, and all other products. See Note 9 for further segment
information disclosures.
Prior
Period Financial Statement Adjustment – In connection with the preparation of our financial statements, we identified an immaterial
misstatement to our financial statements in the Company’s fiscal year end 2022 Annual Report. The misstatement is related to a
difference in deferred taxes on depreciation for a few years and up through the year ended April 30, 2022. In accordance with Staff Accounting
Bulletins No. 99 (“SAB No. 99”) Topic 1.M, “Materiality” and SAB No. 99 Topic 1.N “Considering
the Effects of Misstatements when Quantifying Misstatements in the Current Year Financial Statements,” we evaluated the
misstatement and determined that the related impact was not consequential to our financial statements for any annual or interim period
for fiscal 2022, any other prior period, nor would the cumulative impact of correcting the misstatement be consequential to our results
of operations and equity for the fiscal and interim periods of 2023.
Recently
Issued Accounting Pronouncements — There are no new accounting pronouncements that are expected to have a significant impact
on our financial statements.
Subsequent
Events – Management has evaluated all events or transactions that occurred after April 30, 2023 and through the date of this
report. During this period, the Company received news about its investment in the limited land partnership. The sale of this property
(called Idlewild) closed on June 30, 2023. Disbursement of the sale proceeds are contingent on finishing wetland restoration of the land.
The limited land partnership intends to start making periodic distributions of the net proceeds of the sale in January 2024.
F- 15
2.
Inventories
Inventories
at April 30, 2023 and 2022, consisted of the following:
Schedule
of Inventories
2023
2022
Raw materials
$ 9,886,000
$ 6,772,000
Work in process
678,000
618,000
Finished goods
1,267,000
838,000
Inventory gross
11,831,000
8,228,000
Less: allowance for
obsolete inventory
( 388,000 )
( 288,000 )
Inventories, net
$ 11,443,000
$ 7,940,000
3.
Investments
The
Company has investments in publicly traded equity securities, state and municipal debt securities, REITs, and money markets and they
are recorded at fair value. The investments in debt securities, which include municipal bonds and bond funds, mature between August 2023
and September 2042. 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. Dividend and interest income are reported as earned.
As
of April 30, 2023 and 2022, investments consisted of the following:
Schedule of Investments
Gross
Gross
Investments at
Cost
Unrealized
Unrealized
Reported
April 30,
2023
Basis
Gains
Losses
Value
Municipal bonds
$ 5,396,000
$ 46,000
$ ( 230,000 )
$ 5,212,000
REITs
$ 93,000
$ -
$ ( 22,000 )
$ 71,000
Equity securities
$ 18,605,000
$ 6,915,000
$ ( 501,000 )
$ 25,019,000
Money Markets and
CDs
$ 1,060,000
$ 1,000
$ -
$ 1,061,000
Total
$ 25,154,000
$ 6,962,000
$ ( 753,000 )
$ 31,363,000
Gross
Gross
Investments at
Cost
Unrealized
Unrealized
Reported
April 30,
2022
Basis
Gains
Losses
Value
Municipal bonds
$ 5,625,000
$ 41,000
$ ( 229,000 )
$ 5,437,000
REITs
$ 131,000
$ 16,000
$ ( 3,000 )
$ 144,000
Equity securities
$ 18,322,000
$ 6,921,000
$ ( 473,000 )
$ 24,770,000
Money Markets and
CDs
$ 628,000
$ -
$ -
$ 628,000
Total
$ 24,706,000
$ 6,978,000
$ ( 705,000 )
$ 30,979,000
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 investments for other-than temporary declines in fair value, which are defined as when the cost basis exceeds the
fair value for approximately one year. The Company also evaluates the nature of the investment, cause of impairment and number of investments
that are in an unrealized position. When other than a temporary decline is identified, the Company will decrease the cost of the investment
to the new fair value and recognize a loss. The investments are periodically evaluated to determine if impairment changes are required.
As a result of this standard, management recorded an impairment loss of $ 67,000 for the year ended April 30, 2023, but did no t have to
record any impairment losses for the year ended April 30, 2022.
The
Company’s investments are actively traded in the stock and bond markets. Therefore, there is either a realized gain or loss that
is recorded when a sale happens. For the fiscal year ended April 30, 2023 the Company had sales of equity securities which yielded gross
realized gains of $ 512,000 and gross realized losses of $ 740,000 . For the same period, there were not any sales of debt securities for
gross realized gains, but sales of debt securities yielded gross realized losses of $ 63,000 . Conversely, the Company recorded gross realized
gains on equity securities of $ 661,000 and gross realized losses of $ 221,000 for the fiscal year ending April 30, 2022. As for debt securities,
there were not any sales of debt securities for gross realized gains, but sales of debt securities yielded gross realized losses of $ 26,000
for the fiscal year ending April 30, 2022. The gross realized loss numbers include the impaired figures listed in the previous paragraph.
Additionally, proceeds from sales of securities available for sale were $ 25,000 for the fiscal year ended April 30, 2023 and were $ 452,000
for the prior fiscal year.
F- 16
3.
Investments,
continued
The
following table shows the investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by
investment category and length of time that individual securities have been in a continuous unrealized loss position, at April 30, 2023
and 2022.
Unrealized
Loss Breakdown by Investment Type at April 30, 2023
Schedule of Unrealized Loss Breakdown by Investment
Less
than 12 months
12
months or greater
Total
Description
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Municipal bonds
$ 868,000
$ ( 6,000 )
$ 3,769,000
$ ( 224,000 )
$ 4,637,000
$ ( 230,000 )
REITs
$ 36,000
$ ( 9,000 )
$ 35,000
$ ( 13,000 )
$ 71,000
$ ( 22,000 )
Equity securities
$ 3,048,000
$ ( 140,000 )
$ 2,209,000
$ ( 361,000 )
$ 5,257,000
$ ( 501,000 )
Total
$ 3,952,000
$ ( 155,000 )
$ 6,013,000
$ ( 598,000 )
$ 9,965,000
$ ( 753,000 )
Unrealized
Loss Breakdown by Investment Type at April 30, 2022
Less
than 12 months
12
months or greater
Total
Description
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Fair
Value
Unrealized
Loss
Municipal bonds
$ 4,420,000
$ ( 142,000 )
$ 539,000
$ ( 87,000 )
$ 4,959,000
$ ( 229,000 )
REITs
$ 18,000
$ ( 1,000 )
$ 26,000
$ ( 2,000 )
$ 44,000
$ ( 3,000 )
Equity securities
$ 4,157,000
$ ( 424,000 )
$ 274,000
$ ( 49,000 )
$ 4,431,000
$ ( 473,000 )
Total
$ 8,595,000
$ ( 567,000 )
$ 839,000
$ ( 138,000 )
$ 9,434,000
$ ( 705,000 )
Municipal
Bonds
The
unrealized losses on the Company’s investments in municipal bonds were caused by interest rate increases. The contractual terms
of these investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because
the Company has the ability to hold these investments until a recovery of fair value occurs, which may be maturity, the Company does
not consider these investments to be other-than-temporarily impaired at April 30, 2023 and 2022.
Marketable
Equity Securities and REITs
The
Company’s investments in marketable equity securities and REITs consist of a wide variety of companies. Investments in these companies
include growth, growth income, and foreign investment objectives. Management has evaluated the individual holdings and does not consider
these investments to be other-than-temporarily impaired at April 30, 2023 and 2022.
F- 17
4.
Retirement
Benefit Plan
On
January 1, 1998, the Company adopted the George Risk Industries, Inc. Retirement Savings Plan (the “Plan”). The Plan is a
defined contribution savings plan designed to provide retirement income to eligible employees of the Company. The Plan is intended to
be qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. It is funded by voluntary pre-tax and Roth (taxable)
contributions from eligible employees who may contribute a percentage of their eligible compensation, limited and subject to statutory
limits. Employees are eligible to participate in the Plan when they have attained the age of 21 and completed one thousand hours of service
in any plan year with the Company. Upon leaving the Company, each participant is 100 % vested with respect to the participants’
contributions while the Company’s matching contributions are vested over a six-year period in accordance with the Plan document.
Contributions are invested, as directed by the participant, in investment funds available under the Plan. Matching contributions of approximately
$ 58,000 and $ 63,000 were paid in each of the fiscal years ending April 30, 2023 and 2022, respectively.
5.
Stockholders’
Equity
Preferred
Stock — Each share of the Series #1 preferred stock is convertible at the option of the holder into five shares of Class A common
stock and is also redeemable at the option of the board of directors at $ 20 per share. The holders of the convertible preferred stock
shall be entitled to a dividend at a rate up to $ 1 per share annually, payable quarterly as declared by the board of directors. No dividends
were declared or paid during the two years ended April 30, 2023 and 2022.
Convertible
preferred stock without par value may be issued from time to time as determined by the board of directors. Shares of different series
shall be of equal rank but may vary as to terms and conditions.
Class
A Common Stock —The holders of the Class A common stock are entitled to receive dividends as declared by the board of directors.
No dividends may be paid on the Class A common stock until the holders of the Series #1 preferred stock have been paid. A dividend for
the four prior quarters and provision has been made for the full dividend in the current fiscal year.
During
the fiscal year ended April 30, 2023, the Company purchased 645 shares of Class A common stock. This was initiated by stockholders contacting
the Company.
Stock
Transfer Agent —The Company does not have an independent stock transfer agent. The Company maintains all stock records.
F- 18
6.
Earnings
Per Share
Basic
and diluted earnings per share, assuming convertible preferred stock was converted for each period presented are:
Schedule
of Basic and Diluted Earnings Per Share
April
30, 2023
Income
Shares
Per-Share
(Numerator)
(Denominator)
Amount
Net income
$ 4,757,000
Basic EPS
$ 4,757,000
4,930,835
$ 0.96
Effect of dilutive
Convertible Preferred Stock
–
20,500
—
Diluted
EPS
$ 4,757,000
4,951,335
$ 0.96
April
30, 2022
Income
Shares
Per-Share
(Numerator)
(Denominator)
Amount
Net income
$ 3,566,000
Basic EPS
$ 3,566,000
4,941,825
$ 0.72
Effect of dilutive
Convertible Preferred Stock
–
20,500
—
Diluted
EPS
$ 3,566,000
4,962,325
$ 0.72
7.
Commitments,
Contingencies, and Related Party Transactions
One
of the directors of the board, Joel Wiens, is the principal shareholder of FirsTier Bank. FirsTier Bank is the financial institution
the Company uses for its day-to-day banking operations. Year end balances of accounts held at this bank are $ 4,637,000 for the year ended
April 30, 2023 and $ 5,058,000 for the year ended April 30, 2022. The Company also received interest income from FirsTier Bank in the
amount of approximately $ 102,700 for the year ended April 30, 2023 and $ 58,800 for the year ended April 30, 2022.
From
time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in
any litigation that we believe could have a material adverse effect on its financial condition or results of operations.
F- 19
8.
Income
Taxes
The
Company utilizes the liability method of accounting for income taxes. The liability method measures the expected income tax impact of
future income and deductions implicit in the Balance Sheets. The income tax provision for the fiscal year ended April 30, 2023 and 2022
consisted of the following:
Schedule
of Income Tax Provision
Year Ended
April 30,
2023
2022
Current:
Federal
$ 1,051,000
1,202,000
State
175,000
467,000
Deferred:
Federal
( 108,000 )
( 652,000 )
State
( 60,000 )
( 242,000 )
Total income tax
provision
$ 1,058,000
$ 775,000
Reconciliation
of income taxes with Federal and State taxable income:
Schedule
of Reconciliation of Income Taxes with Federal and State Taxable Income
2023
2022
Income before income taxes
$ 5,815,000
$ 4,341,000
State income tax deduction
( 351,000 )
( 477,000 )
Interest and dividend income
( 511,000 )
( 524,000 )
Nondeductible expenses
and timing differences
( 11,000 )
3,120,000
Taxable
income
$ 4,942,000
$ 6,460,000
The
following schedule reconciles the provision for income taxes to the amount computed by applying the statutory rate to income before income
taxes:
Schedule of Statutory Rate to Income Before Income Taxes
2023
2022
Income tax provision at statutory
rate
$ 1,657,000
$ 1,251,000
Increase (decrease) income taxes resulting
from:
State income taxes
( 100,000 )
( 138,000 )
Interest and dividend
income
( 146,000 )
( 151,000 )
Deferred taxes
( 168,000 )
( 894,000 )
Other
temporary and permanent differences
( 185,000 )
707,000
Income
tax expense
$ 1,058,000
$ 775,000
Federal tax rate
21.00 %
21.00 %
State
tax rate
7.50 %
7.81 %
Blended
statutory rate
28.50 %
28.81 %
Deferred
tax assets (liabilities) consist of the following components at April 30, 2023 and 2022:
Summary of Deferred Tax Assets (Liabilities)
2023
2022
Deferred tax assets (liabilities):
Depreciation
$ ( 276,000 )
$ ( 67,000 )
Capitalized R&D
expense
165,000
$ —
Inventory valuation
111,000
83,000
Allowance for doubtful
accounts
5,000
10,000
Accrued vacation
37,000
39,000
Accumulated
unrealized (gain)/loss on investments
( 1,769,000 )
( 1,807,000 )
Net
deferred tax assets (liabilities)
$ ( 1,727,000 )
$ ( 1,742,000 )
F- 20
9.
Business
Segments
The
following is financial information relating to industry segments:
Schedule of Financial Information Relating to Industry Segments
Quarter ended
Year ended
Year ended
April 30,
April 30,
April 30,
2023
2023
2022
(Unaudited)
Net revenue:
Security alarm
products
$ 4,349,000
$ 17,428,000
$ 17,833,000
Cable & wiring tools
309,000
1,870,000
2,130,000
Other
products
127,000
681,000
772,000
Total net revenue
$ 4,785,000
$ 19,979,000
$ 20,735,000
Income from operations:
Security alarm products
1,031,000
4,414,000
4,858,000
Cable & wiring tools
111,000
474,000
580,000
Other
products
40,000
172,000
210,000
Total income from
operations
$ 1,182,000
$ 5,060,000
$ 5,648,000
Depreciation and amortization:
Security alarm products
47,000
194,000
173,000
Cable & wiring tools
30,000
122,000
123,000
Other products
24,000
81,000
78,000
Corporate
general
13,000
48,000
62,000
Total depreciation
and amortization
$ 114,000
$ 445,000
$ 436,000
Capital expenditures:
Security alarm products
162,000
237,000
366,000
Cable & wiring tools
—
—
—
Other products
122,000
268,000
11,000
Corporate
general
43,000
43,000
13,000
Total capital expenditures
$ 327,000
$ 548,000
$ 390,000
April
30, 2023
April
30, 2022
Identifiable assets:
Security
alarm products
14,251,000
11,537,000
Cable & wiring tools
2,548,000
2,509,000
Other products
981,000
732,000
Corporate
general
38,171,000
39,253,000
Total assets
$ 55,951,000
$ 54,031,000
F- 21
10.
Concentrations
The
Company maintains the majority of its cash balance in a financial institution in Kimball, Nebraska. Accounts at this institution are
insured by the Federal Deposit Insurance Corporation for up to $ 250,000 . For the years ended April 30, 2023 and 2022, the Company had
uninsured balances of $ 4,530,000 , and $ 5,256,000 , respectively. Management believes that this financial institution is financially sound
and the risk of loss is minimal.
Management
also has cash funds with Wells Fargo Bank with uninsured balances of $ 56,000 and $ 769,000 for the years ending April 30, 2023 and 2022,
respectively. Management believes that this financial institution is financially sound and the risk of loss is minimal.
The
Company has sales to a security alarm distributor representing 36 % of total sales for the year ended April 30, 2023 and 35 % of total
sales for the year ended April 30, 2022. This distributor accounted for 44 % and 50 % of accounts receivable at April 30, 2023 and 2022,
respectively.
Security
switch sales made up 87 % of total sales for the fiscal year ending April 30, 2023 and 86 % of total sales for the fiscal year ending April
30, 2022.
11.
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 measurements) and
the lowest priority to unobservable inputs (level 3 measurements). The levels of the fair value hierarchy under US GAAP are described
below:
Level 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.
F- 22
Investments
and Marketable Securities
As
of April 30, 2023 and 2022, The Company’s investments consisted of money markets, publicly traded equity securities, REITs as well
as certain state and municipal bonds. 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 classified as Level 1 given the active market
for these securities; however, if an active market does not exist, which is the case for municipal bonds and REITs; the inputs are recorded
as Level 2.
Fair
Value Hierarchy
The
following tables set forth our assets and liabilities measured at fair value on a recurring basis and a non-recurring basis by level
within the fair value hierarchy. As required by US GAAP, assets and liabilities are classified in their entirety based on the lowest
level of input that is significant to the fair value measurement.
Schedule of Assets Measured at Fair Value on Recurring Basis
Level
1
Level
2
Level
3
Total
Assets
Measured at Fair Value on a Recurring
Basis
as of April 30, 2023
Level
1
Level
2
Level
3
Total
Assets:
Municipal
Bonds
—
$ 5,212,000
—
$ 5,212,000
REITs
—
$ 71,000
—
$ 71,000
Equity Securities
$ 25,019,000
—
—
$ 25,019,000
Money
Markets and CDs
$ 1,061,000
—
—
$ 1,061,000
Total fair value
of assets measured on a recurring basis
$ 26,080,000
$ 5,283,000
—
$ 31,363,000
Level
1
Level
2
Level
3
Total
Assets
Measured at Fair Value on a Recurring
Basis
as of April 30, 2022
Level
1
Level
2
Level
3
Total
Assets:
Municipal
Bonds
—
$ 5,437,000
—
$ 5,437,000
REITs
—
$ 144,000
—
$ 144,000
Equity Securities
$ 24,770,000
—
—
$ 24,770,000
Money
Markets and CDs
$ 628,000
—
—
$ 628,000
Total fair value
of assets measured on a recurring basis
$ 25,398,000
$ 5,581,000
—
$ 30,979,000
F- 23
Item
9 Disagreements
on Accounting and Financial Disclosures
There
were no disagreements with accountants on accounting and financial disclosure.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.