UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For
the fiscal year ended
For the transition period from __________ to _________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State of incorporation) | (IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number (
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Exchange on Which Registered | |
| None | None |
Securities registered under Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTC Markets | ||||
| OTC Markets |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Sections 15(d) of the Act.
Yes ☐
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229-405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐
The aggregate market value,
as of August 11, 2022, of the common stock (based on the average of the bid and asked prices of the shares on the OTCM of George Risk Industries,
Inc.) held by non-affiliates (assuming, for this purpose, that all directors, officers and owners of 5% or more of the registrant’s
common stock are deemed affiliates) was approximately $
The number of outstanding shares of the common stock as of August 12, 2022 was .
Part I
Preliminary Note Regarding Forward-Looking Statements and Currency Disclosure
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our, or our industry’s, actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We do not intend to update any of the forward-looking statements to conform these statements to actual results except as required by applicable law, including the securities laws of the United States.
Our financial statements are stated in United States dollars, rounded to the nearest thousand, and are prepared in accordance with United States Generally Accepted Accounting Principles.
Item 1 Business
(a) Business Development
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.
Products, Market, and Distribution
The Company designs, manufactures, and sells computer keyboards, proximity switches, security alarm components and systems, pool access alarms, water sensors, electronic switching devices, high security switches, and wire and cable installation tools. The Security sales division, which concentrates on selling products for security purposes, comprises of approximately 96 percent of net revenues and are sold through distributors and alarm dealers/installers.
The security segment has approximately 1,000 current customers. One of the distributors, Ademco, Inc. (previously known as ADI), accounts for approximately 36.6 percent of the Company’s sales of these products. Anixter, Inc. accounts for another 23.7 percent of the security segment of the Company sales. Loss of these distributors would be significant to the Company. However, both companies have purchased from the Company for many years and are expected to continue. Also, the Company has a written agreement with Ademco. This agreement was signed in February 2011 and was initiated by the customer. The contents of the agreement include product terms, purchasing, payment terms, term and termination, product marketing, representations and warranties, product support, mutual confidentiality, indemnification and insurance, and general provisions.
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The keyboard and proximity switch segment has approximately 300 customers. These products are primarily sold to original equipment manufacturers to their specifications and to distributors of off-the-shelf keyboards of proprietary design.
Competition
The Company has intense competition in the keyboard/proximity and security/burglar alarm lines.
The security/burglar alarm segment has approximately six major competitors. The Company competes well based on price, product design, quality, customization and having products made in the USA.
The competitors in the keyboard/proximity segment are larger companies with automated production facilities. GRI has emphasized small custom order sales that many of its competitors decline or discourage.
Research and Development
The Company performs research and development for its customers when needed and requested. Costs in connection with such product development have been borne by the customers. Costs associated with the development of new products are expensed as incurred. The Company also does R&D for itself to help in the development of new products.
Employees
GRI has approximately 200 employees.
Item 2 Properties
The Company owns the manufacturing and the office facilities that it operates in. Total square footage of the plant in Kimball, Nebraska is approximately 50,000 sq. ft. A 7,500 square foot warehouse for raw material storage was purchased in June 2017 when the Company acquired its cable and wiring segment and another 9,600 square foot building was purchased in April 2020 for additional expansion. Additionally, the Company purchased the 15,000 square foot building that it previously leased from Bonita Risk, which has been used mainly for offices, in November 2019. Bonita Risk is a director of the Company.
The Company also owns a building in Gering, NE that is 7,200-sq. ft. in size. This is used for manufacturing. Currently, there are approximately 36 employees at the Gering site.
Item 3 Legal Proceedings
None.
Item 4 Submission of Matters to a Vote of Security Holders
Not applicable.
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Part II
Item 5 Market for the Registrant’s Common Equity and Related Stockholders’ Matter
Principal Market
The Company’s Class A Common Stock, which is traded under the ticker symbol RSKIA, is currently quoted on the OTC Bulletin Board by one market maker.
Stock Prices and Dividends Information
| 2022 Fiscal Year | High | Low | ||||||
| May 1—July 31 | 13.05 | 12.30 | ||||||
| August 1—October 31 | 14.50 | 12.50 | ||||||
| November 1—January 31 | 15.84 | 13.20 | ||||||
| February 1—April 30 | 15.50 | 12.00 | ||||||
| 2021 Fiscal Year | High | Low | ||||||
| May 1—July 31 | 8.90 | 7.16 | ||||||
| August 1—October 31 | 11.00 | 8.02 | ||||||
| November 1—January 31 | 11.25 | 9.80 | ||||||
| February 1—April 30 | 13.60 | 10.75 | ||||||
On September 30, 2021, a dividend of $.50 per common share was declared for the fiscal year ended April 30, 2022.
For the prior fiscal year, a dividend of $.42 per common share was declared on September 30, 2020.
The number of holders of record of the Company’s Class A Common Stock as of April 30, 2022, was approximately 1,108.
Repurchases of Equity Securities
On September 18, 2008, the Board of Directors approved an authorization for the repurchase of up to 500,000 shares of the Company’s common stock. Purchases can be made in the open market or in privately negotiated transactions. The Board did not specify an expiration date for the authorization.
| 4 |
The following tables show repurchases of GRI’s common stock made on a quarterly basis:
| 2022 Fiscal Year | Number of shares repurchased | |||
| May 1—July 31 | 13 | |||
| August 1—October 31 | 2,000 | |||
| November 1—January 31 | 700 | |||
| February 1—April 30 | 12,568 | |||
| 2021 Fiscal Year | Number of shares repurchased | |||
| May 1—July 31 | -0- | |||
| August 1—October 31 | 75 | |||
| November 1—January 31 | 2,750 | |||
| February 1—April 30 | 633 | |||
There are still approximately 227,000 shares available to be repurchased under the current resolution.
Item 6 Selected Financial Data
Not Applicable
| 5 |
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview
George Risk Industries, Inc. (GRI) (the “Company”) is a diversified manufacturer of electronic components, encompassing the security industry’s widest variety of door and window contact switches, environmental products, wire and cable installation tools, proximity switches and custom keyboards. The security products division comprises the largest portion of GRI sales and products are sold worldwide through distributors, who in turn sell these products to security installation companies. These products are used for residential, commercial, industrial and government installations. International sales accounted for approximately 10.7% of revenues for fiscal year 2022 and 11.9% for 2021.
GRI is known for its quality American made products, top-notch customer service and the willingness to work with customers on their special applications.
GRI owns and operates its main manufacturing plant and offices in Kimball, Nebraska with a satellite plant 40 miles away in Gering, Nebraska.
The Company has substantial marketable securities holdings and these holdings have a material impact on the financial results. For the fiscal year ending April 30, 2022, the percentage of other income (expense) was a loss of 30.11% of income before income taxes. In comparison, the percentage of other income (expense) was a gain of 63.27% of the income before income taxes for the year ending April 30, 2021. Management’s philosophy behind having holdings in marketable securities is to keep the money working and gaining interest on the cash that is not needed to be put back into the business. Over the years, the investments have kept the earnings per share up when the results from operations have not fared as well.
Management is always open to the possibility of acquiring a business that would complement our existing operations, which is exactly what took place in October 2017 when the Company purchased substantially all of the assets from Labor Saving Devices, Inc. (“LSDI”) and Roy Bowling (“Bowling”).
There are no known seasonal trends with any of GRI’s products, since the Company mostly sells to distributors and original equipment manufacturers (OEMs). The products are tied to the housing industry and will fluctuate with building trends.
Liquidity and Capital Resources
Operating
Net cash decreased by $1,248,000 during the year ended April 30, 2022 compared to an increase of $868,000 during the year ended April 30, 2021. Accounts receivable increased by $326,000 during the current year while showing a $850,000 increase in the prior year. The current smaller increase in cash flow from accounts receivable is the result of slower collection of accounts receivable. At April 30, 2022, 75.19% of receivables were less than 60 days and 7.86% were over 90 days. In comparison, 77.93% of the receivables were considered current (less than 60 days) and 3.76% of the total were over 90 days past due for the prior year during the same period.
Inventories increased by $2,430,000 in fiscal year ended April 30, 2022, while the prior year showed an increase of $557,000 at year end. The current year increase is a result of having more raw materials on hand since sales have increased and having the raw material costing more than before. In turn, with material and labor costs rising, the work in process and finished goods inventories have also increased.
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Prepaid expenses increased by $903,000 while they increased $67,000 in the current and prior year, respectively. The larger increase in the current year is due to having more prepayments of raw materials than at year-end last year and having to renew multi-year subscriptions in the current year.
For the year ended April 30, 2022, accounts payable decreased by $157,000 as compared to an increase of $291,000 for the same period the year before. The change in cash with regards to accounts payable is largely based on timing. Payables are paid within terms and fluctuate based primarily on inventory needs for production. Accrued expenses decreased $5,000 for the year ended April 30, 2022, due to having slightly less accrued customer liability refund calculated compared to the prior year.
Income tax payable increased by $196,000 for the year ended April 30, 2022, compared to a $137,000 decrease in income tax overpayment for the year ended April 30, 2021. The current increase is largely due to having increased sales and income before tax and not making enough income tax estimates.
Investing
As for investment activities, $390,000 was spent on purchases of property and equipment during the current fiscal year, compared to $517,000 during the year ended April 30, 2021. These capitalized costs mainly consisted of purchases machinery and equipment and making capital improvements. Additionally, the Company continues to purchase marketable securities, which include municipal bonds and quality stocks. Cash spent on purchases of marketable securities for the year ended April 30, 2022 was $787,000 versus the $506,000 spent for the corresponding period last year. Conversely, net proceeds from the sale of marketable securities were $452,000 and $21,000 at April 30, 2022 and 2021, respectively. The Company uses “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 quarterly service fees based on the value of the investments.
Financing
Cash used in financing activities consists of two items. First, for the year ended April 30, 2022, $2,257,000 was spent on the payment of dividends. The Company declared a dividend of $0.50 per share of common stock on September 30, 2021 for the current fiscal year, while a $0.42 per share of common stock dividend was declared on September 30, 2020 and issued in the prior fiscal year. Secondly, the Company continues to purchase back its Class A common stock when the opportunity arises. For the year ended April 30, 2022, the Company purchased $211,000 of treasury stock and $35,000 was bought back for the year ended April 30, 2021. The Company has been actively searching for stockholders that have been “lost” over the years. The payment of dividends over the last sixteen fiscal years has also prompted many stockholders and/or their relatives and descendants to sell back their stock to the Company.
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At April 30, 2022, working capital decreased 0.59% in comparison to the previous fiscal year. The Company measures liquidity using the quick ratio, which is the ratio of cash, securities and accounts receivables to current obligations. The Company’s quick ratio decreased to 15.549 for the year ended April 30, 2022 compared to 16.856 for the year ended April 30, 2021.
Results of Operations
GRI completed the fiscal year ending April 30, 2022 with a net profit of 17.20% of net sales. Net sales were at $20,735,000, up 12.05% over the previous fiscal year. The increase in sales is a result of continued growth within our product lines and having a major competitor close its door at the end of calendar year 2019. Cost of goods sold was 51.70% of net sales for the year ended April 30, 2022 and 49.59% for the same period last year. Management’s goal is to keep the cost of goods sold percentage of less than 50% and was just slightly over that goal for the current fiscal year. Management strives to be as efficient as possible since wages and material costs continue to increase, due to the increased inflation in our economy. Management offset some of these added expenses by implementing a 10% price increase effective January 1, 2022.
Operating expenses were 21.06% of net sales for the year ended April 30, 2022 as compared to 21.74% for the corresponding period last year. Management’s goal is to keep the operating expenses around 30% or less of net sales, so the goal has been met for the current fiscal year. Income from operations for the year ended April 30, 2022 was at $5,648,000, which is a 6.45% increase from the corresponding period last year, which had income from operations of $5,306,000.
Other income and expense results for the fiscal year ended April 30, 2022 produced a loss of $(1,307,000). This is in comparison to a gain of $9,140,000 for the fiscal year ended April 30, 2021. Dividend and interest income was $1,027,000, which is up 35.67% over the prior year. Dividend and interest income at April 30, 2021 was $757,000. Investments in marketable securities are presented at fair value and an unrealized gain or loss is recorded within the statements of operations, a non-cash entry. As a result, an unrealized loss of $(2,764,000) was recorded for the fiscal year ended April 30, 2022 and an unrealized gain of $7,007,000 was recorded for the prior year ended April 30, 2021. Net gain on the sale of investments for the current fiscal year was $414,000, which is a 14.05% increase over the prior year. Net gain on the sale of investments for the fiscal year ending April 30, 2021 was $363,000.
Net income for the year ended April 30, 2022 was $3,566,000, which is down 67.05% from the prior year, which produced net income of $10,822,000. Basic and diluted earnings per common share (EPS) for the year ended April 30, 2022 was $0.72 per share. Basic and diluted earnings per common share (EPS) for the year ended April 30, 2021 was $2.19 and $2.18 per share, respectively.
Management is hopeful that sales will continue to increase for the fiscal year ending April 30, 2023. With the purchase of the assets from Labor Saving Devices, Inc., the Company has seen an overall increase in sales, and we have also seen growth in our existing product lines as well with a major competitor going out of business at the end of 2019. Because of this closure, we have seen our orders increase and we are still adjusting to grow to fulfill these orders. Management is also having challenges in getting certain raw materials and the cost of the raw materials continue to increase because of inflation. The Company also struggles to get enough workers to fill production needs. Our Security sales division, which is our largest sales generator, is directly tied to the housing industry and we normally experience the same fluctuations. We are always researching and developing new products that will help our sales increase. While only a few new or improved products were successfully launched in fiscal year 2022, we are confident that more new products will be released soon, and we are searching for products that complement our current offerings. Management is always open to the possibility of acquiring a business or product line that would complement our existing operations. Due to the Company’s strong cash position, management believes this could be achieved without the need for outside financing. The intent is to utilize the equipment, marketing techniques and established customers to deliver new products and increase sales and profits.
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New product development
The GRI Engineering department continues to develop enhancements to our existing products as well as to develop new products that will continue to secure our position in the industry.
Explosion proof contacts that will be UL listed for hazardous locations are in development. 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 production has started. 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 such as instant alarm and a seven second delay.
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 monitoring devices which include glass break detection, tilt sensing and environmental monitoring. A redesign of our brass water valve shut-off system is near completion.
The Company is developing magnetic contacts which are listed under UL 634 Level 2. These sensors are for high security applications such as government buildings, military use, nuclear facilities, and financial institutions.
Critical Accounting Policies
The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States. The preparation of these financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses reported in those financial statements. These judgments can be subjective and complex, and consequently actual results could differ from those estimates. The most critical accounting policies relate to accounts receivable; marketable securities; inventory; income taxes; and segment reporting.
Accounts receivable—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. Management performs continuing credit evaluations of its customers’ financial condition and the Company generally does not require collateral.
The Company records an allowance for doubtful accounts based on an analysis of specifically identified customer balances. The Company has a limited number of customers with individually large 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. After all attempts to collect a receivable have failed, the receivable is written off.
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Marketable securities—The Company has investments in publicly traded equity securities, state and municipal debt securities, and real-estate investment trusts (REITs). The investments in securities are reported at fair value. The Company uses the average cost method to determine the cost of securities sold and any unrealized gains or losses on equity securities are 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.
In accordance with the Generally Accepted Accounting Principles in the United States (US GAAP), the Company evaluates all marketable securities for other-than temporary declines in fair value. When the cost basis exceeds the fair market value for approximately one year, management evaluates the nature of the investment, cause of impairment and number of investments that are in an unrealized loss position. When it is determined that a security will likely remain impaired, a recognized loss is booked and the investment is written down to its new fair value. The investments are periodically evaluated to determine if impairment changes are required.
Inventories—Inventories are valued at the lower of cost or net realizable value. Costs are determined using the average cost-pricing method. The Company uses actual costs to price its manufactured inventories, approximating average costs. The reported net value of inventory includes finished saleable products, work-in-process and raw materials that will be sold or used in future periods. Inventory costs include raw materials, direct labor and overhead. The Company’s overhead expenses are applied, based in part, upon estimates of the proportion of those expenses that are related to procuring and storing raw materials as compared to the manufacture and assembly of finished products. These proportions, the method of their application, and the resulting overhead included in ending inventory, are based in part on subjective estimates and approximations and actual results could differ from those estimates.
In addition, the Company records an inventory obsolescence reserve, which represents the cost of the inventory that has had no movement in over two years. There is inherent professional judgment and subjectivity made by management in determining the estimated obsolescence percentage. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events.
Income Taxes—US GAAP requires use of the assets and liability method; whereby current and deferred tax assets and liabilities are determined based on tax rates and laws enacted as of the balance sheet date. Deferred tax expense represents the change in the deferred tax asset/liability balances.
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.
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 $5,058,000 for the year ended April 30, 2022 and $6,885,000 for the year ended April 30, 2021. The Company also received interest income from FirsTier Bank in the amount of approximately $58,800 for the fiscal year ended April 30, 2022 and approximately $54,800 was received for the fiscal year ended April 30, 2021.
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Item 8 Financial Statements
Index to Financial Statements
George Risk Industries, Inc.
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of George Risk Industries
Opinion on the Financial Statements
We have audited the accompanying balance sheets of George Risk Industries, Inc. (the Company) as of April 30, 2022, and 2021, 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, 2022, 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, 2022, and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2022, 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 judgement around when the performance obligation is satisfied. These specific elements of revenue are variable considerations and 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 and returns and allowances, based on known or expected adjustments.
This matter was considered a critical audit matter as there is a high degree of auditor effort in performing procedures and evaluation 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 products 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.
| ● | 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. |
| We have served as the Company’s auditor since 1992. | |
| August 12, 2022 |
| F-3 |
George Risk Industries, Inc.
Balance Sheets
As of April 30, 2022 and 2021
| 2022 | 2021 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments and securities | ||||||||
| Accounts receivable: | ||||||||
| Trade,
net of allowance for credit losses of $ | ||||||||
| Other | ||||||||
| Inventories, net | ||||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Property and Equipment, at cost, net | ||||||||
| Other Assets | ||||||||
| Investment in Limited Land Partnership, at cost | ||||||||
| Projects in process | ||||||||
| Other | ||||||||
| Total Other Assets | ||||||||
| Intangible Assets, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
George Risk Industries, Inc.
Balance Sheets (Continued)
As of April 30, 2022 and 2021
| 2022 | 2021 | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable, trade | $ | $ | ||||||
| Dividends payable | ||||||||
| Accrued expenses: | ||||||||
| Payroll and related expenses | ||||||||
| Income tax payable | ||||||||
| Total Current Liabilities | ||||||||
| Long-Term Liabilities | ||||||||
| Deferred income taxes | ||||||||
| Total Long-Term Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| Convertible preferred stock, shares authorized, Series 1—noncumulative, $ stated value, shares authorized, issued and outstanding | ||||||||
| Common stock, Class A, $ par value, shares authorized, shares issued and outstanding | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Retained earnings | ||||||||
| Less: treasury stock, and shares, at cost | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
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, 2022 and 2021
| Year ended | Year ended | |||||||
| April 30, 2022 | April 30, 2021 | |||||||
| Net Sales | $ | $ | ||||||
| Less: Cost of Goods Sold | ( | ) | ( | ) | ||||
| Gross Profit | ||||||||
| Operating Expenses: | ||||||||
| General and Administrative | ||||||||
| Selling | ||||||||
| Engineering | ||||||||
| Total Operating Expenses | ||||||||
| Income From Operations | ||||||||
| Other Income (Expense) | ||||||||
| Other Income | ||||||||
| Dividend and Interest Income | ||||||||
| Unrealized Gain (Loss) on Equity Securities | ( | ) | ||||||
| Gain on Sale of Investment | ||||||||
| Gain on Sale of Assets | ||||||||
| Total Other Income (Expense) | ( | ) | ||||||
| Income Before Provisions for Income Taxes | ||||||||
| Provisions for Income Taxes | ||||||||
| Current Expense | ||||||||
| Deferred tax (benefit) expense | ( | ) | ||||||
| Total Income Tax Expense | ||||||||
| Net Income | $ | $ | ||||||
| Earnings Per Share of Common Stock | ||||||||
| Basic | $ | $ | ||||||
| Diluted | $ | $ | ||||||
| Weighted Average Number of Common Shares Outstanding (Basic) | ||||||||
| Weighted Average Number of Common Shares Outstanding (Diluted) | ||||||||
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, 2022 and 2021
| Year ended | Year ended | |||||||
| April 30, 2022 | April 30, 2021 | |||||||
| Net Income | $ | $ | ||||||
| Other Comprehensive Income (Loss), Net of Tax | ||||||||
| Unrealized gain (loss) on debt securities: | ||||||||
| Unrealized holding gains (losses) arising during period | ( | ) | ||||||
| Income tax (expense) benefit related to other comprehensive income | ( | ) | ||||||
| Other Comprehensive Income (Loss) | ( | ) | ||||||
| Comprehensive Income | $ | $ | ||||||
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, 2022 and 2021
| Preferred Stock | Common Stock Class A | |||||||||||||||
| Shares | Amount | Shares | Amount | |||||||||||||
| Balances, April 30, 2020 | $ | $ | ||||||||||||||
| Purchases of common stock | ||||||||||||||||
| Dividend declared at $ per common share outstanding | — | — | ||||||||||||||
| Unrealized gain (loss), net of tax effect | — | — | ||||||||||||||
| Net Income | — | — | ||||||||||||||
| Balances, April 30, 2021 | ||||||||||||||||
| Purchases of common stock | ||||||||||||||||
| Dividend declared at $ per common share outstanding | — | — | ||||||||||||||
| Unrealized gain (loss), net of tax effect | — | — | ||||||||||||||
| Net Income | — | — | ||||||||||||||
| Balance, April 30, 2022 | $ | $ | ||||||||||||||
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, 2022 and 2021
| Paid-In | Treasury Stock (Common Class A) | Accumulated Other Comprehensive | Retained | ||||||||||||||||||||
| Capital | Shares | Amount | Income (Loss) | Earnings | Total | ||||||||||||||||||
| $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||
| ( | ) | ( | ) | ||||||||||||||||||||
| — | ( | ) | ( | ) | |||||||||||||||||||
| — | |||||||||||||||||||||||
| — | |||||||||||||||||||||||
| ( | ) | ||||||||||||||||||||||
| ( | ) | ( | ) | ||||||||||||||||||||
| — | ( | ) | ( | ) | |||||||||||||||||||
| — | ( | ) | ( | ) | |||||||||||||||||||
| — | |||||||||||||||||||||||
| $ | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||
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, 2022 | April 30, 2021 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net Income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Realized (gain) on sale of investments | ( | ) | ( | ) | ||||
| Impairment on investments | ||||||||
| Unrealized (gain) loss on equity securities | ( | ) | ||||||
| PPP loan forgiven | ( | ) | ||||||
| Provision for credit losses on accounts receivable | ||||||||
| Reserve for obsolete inventory | ||||||||
| (Gain) on sale of assets | ( | ) | ||||||
| Deferred income taxes | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| (Increase) decrease in: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Other receivables | ||||||||
| Increase (decrease) in: | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Income tax payable | ||||||||
| Net cash from operating activities | ||||||||
| Cash Flows From Investing Activities: | ||||||||
| Proceeds from sale of assets | ||||||||
| (Purchase) of property and equipment | ( | ) | ( | ) | ||||
| Proceeds from sale of marketable securities | ||||||||
| (Purchase) of marketable securities | ( | ) | ( | ) | ||||
| (Purchase) of long-term investment | ( | ) | ||||||
| Net cash from investing activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| (Purchase) of treasury stock | ( | ) | ( | ) | ||||
| Dividends paid | ( | ) | ( | ) | ||||
| Net cash from financing activities | ( | ) | ( | ) | ||||
| Net Change in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents, beginning of year | ||||||||
| Cash and Cash Equivalents, end of year | $ | $ | ||||||
| Supplemental Disclosure for Cash Flow Information: | ||||||||
| Cash payments for: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest expense | ||||||||
| Cash receipts for: | ||||||||
| Income taxes | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-10 |
George Risk Industries, Inc.
Notes to Financial Statements
April 30, 2022
| 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 $
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:
| Classification | Useful Life in Years | 2022 Cost | 2021 Cost | |||||||
| Dies, jigs, and molds | $ | $ | ||||||||
| Machinery and equipment | ||||||||||
| Furniture and fixtures | ||||||||||
| Improvements | ||||||||||
| Buildings | ||||||||||
| Automotive | ||||||||||
| Software | ||||||||||
| Land | N/A | |||||||||
| Total | ||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
Depreciation
expense of $
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 —
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 two intangible assets currently being amortized are (1) a non-compete agreement with a useful live
of
| F-12 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
As of April 30, 2022, future amortization of intangible assets is expected as follows:
| Fiscal year end | Amortization amount | |||
| 2023 | $ | |||
| 2024 | $ | |||
| 2025 | $ | |||
| 2026 | $ | |||
| 2027 | $ | |||
| Thereafter | $ | |||
| $ | ||||
Advertising
— Advertising costs are expensed as incurred and are included in selling expenses. Advertising expense amounted to $
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. Tax years open for examination by taxing authorities are 2018, 2019, and 2020. Interest and penalties accrued on uncertain tax positions are recorded as income tax expense.
It has been determined that the Company does not have uncertain tax positions on its tax returns for the years 2021, 2020, and prior. Based on evaluation of the 2022 transactions and events, the Company does not have any material uncertain tax positions that require measurement.
| F-13 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
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 (“ASU”) 2016-01 “Financial Instruments-Overall (ASC Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). 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 — Effective May 1, 2018, the Company adopted Accounting Standards Codification (“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, 2022, 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.
| F-15 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
Recently Issued Accounting Pronouncements — 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. ASU 2020-01 deals with changes in the significant influence of derivative and investments, of which the Company has none and became effective for the Company in the first quarter of 2021. The adoption of this standard did not have any impact on the Company’s condensed financial statements.
There are no other new accounting pronouncements that are expected to have a significant impact on our financial statements.
Recently Adopted Accounting Standards — In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” Effective May 1, 2021, we adopted ASU 2016-13, which requires financial assets measured at amortized cost, such as our trade receivables, to be presented net of expected credit losses, which may be estimated based on relevant information such as historical experience, current conditions, and future expectations for each pool of similar financial assets. We adopted ASU 2016-13 using the modified retrospective method, whereby the guidance was applied prospectively as of the date of adoption and prior periods are not restated. The cumulative effect of adoption was not material.
| F-16 |
| 1. | Nature of Business and Summary of Significant Accounting Policies, continued |
Subsequent Events – Management has evaluated all events or transactions that occurred after April 30, 2022 through July 29, 2022, the report date of the financial statements. During this period, the Company did not have any material recognizable subsequent events.
| 2. | Inventories |
Inventories at April 30, 2022 and 2021, consisted of the following:
| 2022 | 2021 | |||||||
| Raw materials | $ | $ | ||||||
| Work in process | ||||||||
| Finished goods | ||||||||
| Inventory in transit | ||||||||
| Less: allowance for obsolete inventory | ( | ) | ( | ) | ||||
| Inventories, net | $ | $ | ||||||
| F-17 |
| 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.
As of April 30, 2022 and 2021, investments consisted of the following:
| Gross | Gross | |||||||||||||||
| Investments at | Cost | Unrealized | Unrealized | Reported | ||||||||||||
| April 30, 2022 | Basis | Gains | Losses | Value | ||||||||||||
| Municipal bonds | $ | $ | $ | ( | ) | $ | ||||||||||
| REITs | $ | $ | $ | ( | ) | $ | ||||||||||
| Equity securities | $ | $ | $ | ( | ) | $ | ||||||||||
| Money Markets and CDs | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
| Gross | Gross | |||||||||||||||
| Investments at | Cost | Unrealized | Unrealized | Reported | ||||||||||||
| April 30, 2021 | Basis | Gains | Losses | Value | ||||||||||||
| Municipal bonds | $ | $ | $ | ( | ) | $ | ||||||||||
| REITs | $ | $ | $ | ( | ) | $ | ||||||||||
| Equity securities | $ | $ | $ | ( | ) | $ | ||||||||||
| Money Markets and CDs | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | ( | ) | $ | ||||||||||
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 did have to record any impairment losses for the year ended April 30, 2022, but management
did record an impairment loss of $
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, 2022 the Company had sales of equity securities which yielded gross
realized gains of $
| F-18 |
| 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, 2022 and 2021.
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 | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| REITs | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Equity securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
Unrealized Loss Breakdown by Investment Type at April 30, 2021
| Less than 12 months | 12 months or greater | Total | ||||||||||||||||||||||
| Description | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | ||||||||||||||||||
| Municipal bonds | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| REITs | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||
| Equity securities | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
| Total | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||
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, 2022 and 2021.
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, 2022 and 2021.
| F-19 |
| 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.
| 5. | Stockholders’ Equity |
Preferred
Stock—
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.
During the fiscal year ended April 30, 2022, the Company purchased 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-20 |
| 6. | Earnings Per Share |
| April 30, 2022 | ||||||||||||
| Income | Shares | Per-Share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| Net income | $ | |||||||||||
| Basic EPS | $ | $ | ||||||||||
| Effect of dilutive Convertible Preferred Stock | ||||||||||||
| Diluted EPS | $ | $ | ||||||||||
| April 30, 2021 | ||||||||||||
| Income | Shares | Per-Share | ||||||||||
| (Numerator) | (Denominator) | Amount | ||||||||||
| Net income | $ | |||||||||||
| Basic EPS | $ | $ | ||||||||||
| Effect of dilutive Convertible Preferred Stock | ( | ) | ||||||||||
| Diluted EPS | $ | $ | ||||||||||
| 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 $
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.
The world has been impacted by the spread of the coronavirus (COVID-19) since early 2020. It has created significant economic uncertainty and volatility. The extent to which the coronavirus pandemic impacts our business, operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including: the duration and scope of the pandemic; governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic; the impact of the pandemic on economic activity and actions taken in response; the effect on our clients and client demand for our services and solutions; our ability to sell and provide our services and solutions, including as a result of travel restrictions and people working from home; the ability of our clients to pay for our services and solutions; and any closures of our and our clients’ offices and facilities. Any of these events could materially adversely affect our business, financial condition, results of operations and/or stock price.
The Company has been able to continue to operate through the pandemic. The health and safety of our employees and their families remains our top priority. Therefore, we have implemented many Centers of Disease Control protocols to keep our employees safe while the Company continues to produce products and provide service to our customers. While we are operating in a rapidly changing environment, the Company has experienced delays in receiving raw material supplies in a timely manner.
| F-21 |
| 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, 2022 and 2021 consisted of the following:
| Year Ended April 30, | 2022 | 2021 | ||||||
| Current: | ||||||||
| Federal | $ | |||||||
| State | ||||||||
| Deferred: | ||||||||
| Federal | ( | ) | ||||||
| State | ( | ) | ||||||
| Total income tax provision | $ | $ | ||||||
Reconciliation of income taxes with Federal and State taxable income:
| 2022 | 2021 | |||||||
| Income before income taxes | $ | $ | ||||||
| State income tax deduction | ( | ) | ( | ) | ||||
| Interest and dividend income | ( | ) | ( | ) | ||||
| Nondeductible expenses and timing differences | ( | ) | ||||||
| Taxable income | $ | $ | ||||||
The following schedule reconciles the provision for income taxes to the amount computed by applying the statutory rate to income before income taxes:
| 2022 | 2021 | |||||||
| Income tax provision at statutory rate | $ | $ | ||||||
| Increase (decrease) income taxes resulting from: | ||||||||
| State income taxes | ( | ) | ( | ) | ||||
| Interest and dividend income | ( | ) | ( | ) | ||||
| Deferred taxes | ( | ) | ||||||
| Other temporary and permanent differences | ( | ) | ||||||
| Income tax expense | $ | $ | ||||||
| Federal tax rate | % | % | ||||||
| State tax rate | % | % | ||||||
| Blended statutory rate | % | % | ||||||
Deferred tax assets (liabilities) consist of the following components at April 30, 2022 and 2021:
| 2022 | 2021 | |||||||
| Deferred tax assets (liabilities): | ||||||||
| Depreciation | $ | ( | ) | $ | ( | ) | ||
| Inventory valuation | ||||||||
| Allowance for doubtful accounts | ||||||||
| Accrued vacation | ||||||||
| Accumulated unrealized (gain)/loss on investments | ( | ) | ( | ) | ||||
| Net deferred tax assets (liabilities) | $ | ( | ) | $ | ( | ) | ||
| F-22 |
| 9. | Business Segments |
The following is financial information relating to industry segments:
| Quarter ended | Year ended | Year ended | ||||||||||
| April 30, | April 30, | April 30, | ||||||||||
| 2022 | 2022 | 2021 | ||||||||||
| (Unaudited) | ||||||||||||
| Net revenue: | ||||||||||||
| Security alarm products | $ | $ | $ | |||||||||
| Cable & wiring tools | ||||||||||||
| Other products | ||||||||||||
| Total net revenue | $ | $ | $ | |||||||||
| Income from operations: | ||||||||||||
| Security alarm products | ||||||||||||
| Cable & wiring tools | ||||||||||||
| Other products | ||||||||||||
| Total income from operations | $ | $ | $ | |||||||||
| Depreciation and amortization: | ||||||||||||
| Security alarm products | ||||||||||||
| Cable & wiring tools | ||||||||||||
| Other products | ||||||||||||
| Corporate general | ||||||||||||
| Total depreciation and amortization | $ | $ | $ | |||||||||
| Capital expenditures: | ||||||||||||
| Security alarm products | ||||||||||||
| Cable & wiring tools | ||||||||||||
| Other products | ||||||||||||
| Corporate general | ||||||||||||
| Total capital expenditures | $ | $ | $ | |||||||||
| April 30, 2022 | April 30, 2021 | |||||||
| Identifiable assets: | ||||||||
| Security alarm products | ||||||||
| Cable & wiring tools | ||||||||
| Other products | ||||||||
| Corporate general | ||||||||
| Total assets | $ | $ | ||||||
| F-23 |
| 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 $
Management
also has cash funds with Wells Fargo Bank with uninsured balances of $
The
Company has sales to a security alarm distributor representing
Security
switch sales made up
| 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-24 |
| 11. | Fair Value Measurements, continued |
Investments and Marketable Securities
As of April 30, 2022 and 2021, 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.
Assets Measured at Fair Value on a Recurring Basis as of April 30, 2022 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Municipal Bonds | $ | $ | ||||||||||||||
| REITs | $ | $ | ||||||||||||||
| Equity Securities | $ | $ | ||||||||||||||
| Money Markets and CDs | $ | $ | ||||||||||||||
| Total fair value of assets measured on a recurring basis | $ | $ | $ | |||||||||||||
Assets Measured at Fair Value on a Recurring Basis as of April 30, 2021 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Assets: | ||||||||||||||||
| Municipal Bonds | $ | $ | ||||||||||||||
| REITs | $ | $ | ||||||||||||||
| Equity Securities | $ | $ | ||||||||||||||
| Money Markets and CDs | $ | $ | ||||||||||||||
| Total fair value of assets measured on a recurring basis | $ | $ | $ | |||||||||||||
| 12. | Paycheck Protection Program Loan |
On
April 15, 2020,
| F-25 |
| Item 9 | Disagreements on Accounting and Financial Disclosures |
There were no disagreements with accountants on accounting and financial disclosure.
| Item 9A | Controls and Procedures |
Evaluation of disclosure controls and procedures:
Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of April 30, 2022 our president and chief executive officer (also working as our chief financial officer) has concluded that our disclosure controls and procedures are effective such that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and (ii) accumulated and communicated to our management, including our chief executive officer (also working as our chief financial officer), as appropriate to allow timely decisions regarding disclosure. A control system cannot provide absolute assurance, however, that the objectives of the control systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Internal control over financial reporting:
The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting for the Company. Due to limited resources, Management conducted an evaluation of internal controls based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The results of this evaluation determined that our internal control over financial reporting was ineffective for the years ended of April 30, 2022 and 2021, due to a material weakness. A material weakness in internal control over financial reporting is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.
Management’s assessment identified the following material weakness in internal control over financial reporting:
| ● | The small size of our Company limits our ability to achieve the desired level of separation of duties for proper internal controls and financial reporting, particularly as it relates to financial reporting to assure material disclosures or implementation of newly issued accounting standards are included. A secondary review over annual and quarterly filings does occur with an outside party. Due to the departure of the Controller, the current CEO and CFO roles are being fulfilled by the same individual. We do not have an audit committee. We do not believe we have met the full requirement for separation of duties for financial reporting purposes. |
Because of the material weakness in internal control over financial reporting described above, the Company’s management has concluded that, as of April 30, 2022 and 2021, the Company’s internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by the COSO.
We will continue to follow the standards for the Public Company Accounting Oversight Board (United States) for internal control over financial reporting to include procedures that:
| ● | Pertain to the maintenance of records in reasonable detail that fairly reflect the transactions and dispositions of the Company’s assets; |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
This annual report does not include an attestation report of the Corporation’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Corporation’s independent registered public accounting firm pursuant to Section 404(c) of the Sarbanes-Oxley Act of 2002, as amended, that permit the Corporation to provide only the management’s report in this annual report.
| Item 9B | Other Information |
None.
| 11 |
Part III
| Item 10 | Directors and Executive Officers of the Registrant |
(a & b) Identification of Directors and Executive Officers
All the executive officers of the corporation serve at the pleasure of the board of directors and do not have fixed terms.
The following information as of April 30, 2022, is furnished with respect to each director and executive officer:
| Name | Principal Occupation or Employment | Age | Director or Officer Since | |||
| Stephanie M. Risk-McElroy | Chairman of the Board, Chief Executive Officer and Chief Financial Officer | 50 | August 8,1999 | |||
| Sharon Westby | Secretary/Treasurer | 70 | June 16, 2006 | |||
| Donna Debowey | Director, retired GRI plant manager | 84 | July 12, 2005 | |||
| Joel H. Wiens | Director, FirsTier Banks | 92 | September 6, 2007 | |||
| Bonita P. Risk | Director, Stock Transfer Agent at GRI | 72 | March 15, 2013 | |||
| Jerry Knutsen | Director, retired business owner | 79 | August 29, 2016 |
The following director compensation table is furnished with respect to each director that served during the year ended April 30, 2022:
| Name | Director’s Fees Paid | Stock Awards | Option Awards | Non-equity incentive plan compen-sation | Non-qualified deferred compensation earnings | Total | ||||||||||||||||||
| Stephanie Risk-McElroy (1) | — | — | — | — | — | — | ||||||||||||||||||
| Sharon Westby (1) | — | — | — | — | — | — | ||||||||||||||||||
| Donna Debowey (2) | $ | 200 | — | — | — | — | $ | 200 | ||||||||||||||||
| Joel H. Wiens (2) | $ | 200 | — | — | — | — | $ | 200 | ||||||||||||||||
| Bonita P. Risk (1) | — | — | — | — | — | — | ||||||||||||||||||
| Jerry Knutsen | $ | 200 | — | — | — | — | $ | 200 | ||||||||||||||||
The inside directors (1), or employees of the Company, do not receive additional compensation for their services. Outside directors (2) are paid $200 per meeting for their services.
(c) Identification of Certain Significant Employees
None.
| 12 |
(d) Family Relationships
Stephanie Risk-McElroy and Bonita P. Risk have a daughter - mother relationship.
(e) Business Experience of Directors and Executive Officers
Stephanie Risk-McElroy, Chairman of the Board, Chief Executive Officer, and Chief Financial Officer, has over twenty-eight years of experience in the accounting field. Mrs. Risk-McElroy graduated from Hastings College with a degree in Accounting. Stephanie worked for Platte Valley Sales from May 1990 until January 1997 as a staff accountant. In 1997, she pursued her career with an accounting manager position at Kershner’s Auto Korner in Hastings, NE. She joined the accounting staff at GRI in 1999 and then was promoted to CFO upon retirement of the prior CFO. Upon the death of her father, Ken R. Risk, in February 2013, she was appointed to the position of Chairman of the Board and Chief Executive Officer.
Mrs. Risk-McElroy serves on the Board of Directors of GRI, as a direct link to the financial condition of the Company. She and her staff oversee all the accounting obligations of the Company. She has knowledge and experience in business outside of the Company that makes her an asset to the Board. And as President of the Company, she oversees all of the day-to-day operations as well.
Sharon Westby, the Corporate Secretary, worked at GRI right after high school for a couple of years as the personal secretary to the Founder of the Company, George Risk, who was President and CEO. Before she returned to the Company in 1982, Sharon was a Clerk Steno 1 at Jackson County Welfare in Kansas City, MO, worked in medical records at the Kimball County Hospital in Kimball, NE, and also managed motels in Texas and Nebraska. She is the Executive Assistant to the President and CEO and Sales Administrator of the Keyboard and Switch division of GRI.
Mrs. Westby continues in her position on the Board of Directors at GRI with over 36 years of experience with the Company. She has seen the Company through many years of ups and downs has broad knowledge of her product line and is very customer oriented in trying to sell her products to the “non-security use” industry.
Donna Debowey, Director, worked in various retail stores and restaurants until she started at GRI in 1968. She started on the production line, but quickly worked her way up the ranks. She has been a Production Line Supervisor, Director of Quality Control and was named Plant Manager and Senior Vice President in 1998. She held that position until her retirement in 2003.
Mrs. Debowey made the transition from employee of GRI to a member of the Board of Directors with no hesitation after her retirement. She brings her 50+ years of experience in the industry to the table and has a vested interest in seeing the continued success of the Company that she helped to build.
Joel H. Wiens, Director, is an entrepreneur with many business interests. He is a director and principal shareholder of FirsTier Banks Nebraska/Wyoming, director of FirsTier II BanCorporation (which owns FirsTier Bank Nebraska/Wyoming), Chairman of Rite-A-Way Industries (lodging and hospitality industries), real estate investments, and ranching and livestock.
Mr. Wiens took his place on the Board of Directors when his predecessor Mike Nelson, (who is affiliated with Mr. Wiens’ financial institutions) retired from the Board to take another position within the banks and moved away. Joel’s knowledge and experience in business and industry span 50+ years and serves as a valuable asset to GRI.
| 13 |
Bonita P. Risk, Director, attended Wayne State College, in Wayne, Nebraska. Upon returning back home to Columbus, NE, she worked in factory positions. Upon her marriage to Ken Risk, she became a homemaker, raising 3 children and working at several sales positions. In 1981, she and Ken started Platte Valley Sales in Hastings, Nebraska, and her expertise was in accounting and sales. For 8 years, she ran the Hastings business while Ken devoted his time to both GRI in Kimball and Platte Valley Sales in Hastings. Ken and Bonita moved to Kimball in 1997. In 1998, she began at GRI in sales support. She continues in sales support and became the Company stock transfer agent in 2004 upon the retirement of Eileen Risk and is an assistant to the chief financial officer.
Jerry Knutsen, Director, has lived in Kimball, Nebraska most of his life. He left the community for a few years to attend the University of Nebraska at Lincoln. Before his retirement, Jerry owned and operated several businesses over his career, including Knutsen Oil, Inc., Marv’s LP Gas, Inc., and Jerry Knutsen, Inc. and he co-owned Kimball Ford-Lincoln-Mercury. He served 24 years and held several positions on the school board in Kimball, NE. Mr. Knutsen is a past member and president of The Nebraska Propane Gas Association and The Nebraska Petroleum Marketers & Convenience Store Association. Other boards he is presently serving on include the Kimball Schools Foundation Board of Directors and Kimball Health Services Board of Trustees.
(f) Involvement in Certain Legal Proceedings
None.
(g) Promoters and Control Persons
None.
| 14 |
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.
Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year ended April 30, 2022, we believe that all filing requirements applicable to our officers, directors, and greater than 10% beneficial owners were complied with.
Code of Ethics and Code of Business Conduct
The Company does not have a written code of ethics at this time. The Company is a small business and employees know that the President of the Company must approve all material business. The Company also has checks and balances to make sure that there is not any fraud or illegal activities taking place.
Corporate Governance
Nominating and Compensation Committees
We do not have standing nominating or compensation committees, or committees performing similar functions. Our Board of Directors believes that it is not necessary to have a standing compensation committee at this time because our Board of Directors adequately performs the functions of such committee.
Our Board of Directors also is of the view that it is appropriate for us not to have a standing nominating committee because our Board of Directors has performed and will perform adequately the functions of a nominating committee. Our Board of Directors has not adopted a charter for the nomination committee. There have not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. Our Board of Directors does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level.
Audit Committee
We do not have a standing audit committee at the present time. Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 401(h) of Regulation S-K, nor do we have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
Other Committees
All proceedings of our Board of Directors for the year ended April 30, 2022 were conducted by resolutions consented to in writing by our directors and filed with the minutes of the proceedings of the Board of Directors. Our Company currently does not have any committees.
| 15 |
|
Item 11 | Executive Compensation |
The following table sets forth certain information regarding the compensation paid to or accrued by the Company to executive officers for services rendered in all capacities during each of the Company’s fiscal years ended April 30, 2022 and 2021.
| Name and principal position |
Year | Salary | Bonus | Stock Awards |
Option Awards |
Non-Equity Incentive Plan Compen-sation |
Change in Non-qualified |
All Other Compen-sation |
Total | ||||||||||||||||||||||||||
| Bonita Risk, Director, Shareholder, Employee | 2022 | $ | 41,000 | $ | — | — | — | — | — | $ | 148,000 | $ | 189,000 | ||||||||||||||||||||||
| 2021 | $ | 41,000 | $ | — | — | — | — | — | $ | 128,000 | $ | 169,000 | |||||||||||||||||||||||
|
Stephanie Risk-McElroy, CEO/CFO, Director, Shareholder |
2022 | $ | 103,000 | $ | — | — | — | — | — | $ | 49,000 | $ | 152,000 | ||||||||||||||||||||||
| 2021 | $ | 105,000 | $ | — | — | — | — | — | $ | 42,000 | $ | 147,000 | |||||||||||||||||||||||
| Scott McMurray, Director of Sales | 2022 | $ | 53,000 | $ | — | — | — | — | — | $ | 86,000 | $ | 139,000 | ||||||||||||||||||||||
| 2021 | $ | 54,000 | $ | — | — | — | — | — | $ | 75,000 | $ | 129,000 | |||||||||||||||||||||||
Bonita Risk, Stephanie Risk-McElroy, and Scott McMurray receive a base salary and bonus/commission based on a percentage of sales for the year.
There were no other officers compensated in excess of $100,000 for the fiscal years ended April 30, 2022 and 2021.
| 16 |
| Item 12 | Security Ownership of Certain Beneficial Owners and Management |
The following table sets forth certain information regarding our Common Stock beneficially owned as of April 30, 2022 for (i) each stockholder known to be the beneficial owner of 5% or more of our outstanding Common Stock, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. In general, a person is deemed to be a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within 60 days. Shares of Common Stock subject to options, warrants or convertible securities exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person. Percentages are determined based on 4,931,188 shares of Common Stock of the Company issued and outstanding and less treasury shares as of April 30, 2022 To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect to such shares, except as otherwise noted.
| Name and Address of Beneficial Owner (1) | Number of Shares of Common Stock (2) | % of Class of Stock Outstanding (3) | |||||
| Executive Officers and Directors: | |||||||
| Bonita Risk – Director | 2,947,128 | 59.77 | % | ||||
| The above director has beneficial ownership over the Kenneth Risk Trust that owns 2,187,056 shares, Bonita Risk Family Irrevocable Trust that owns 732,470 shares, and 27,602 shares owned personally. As a result, combined, they have voting and shared dispositive control. | |||||||
| Stephanie M. Risk-McElroy Chairman, CEO, & CFO | 1,775 | Less than 1 | % | ||||
| Donna Debowey – Director | 500 | Less than 1 | % | ||||
| Daniel Douglas – Vice President, Materials | 250 | Less than 1 | % | ||||
| All Officers and Directors as a group | 2,949,653 | 59.82 | % | ||||
| (1) | Unless otherwise indicated, the address of the named beneficial owner is George Risk Industries, Inc., 802 S. Elm St., Kimball, NE 69145. |
| (2) | Security ownership information for named beneficial owners (other than executive officers and directors of the Company) is taken from statements filed with the Securities and Exchange Commission pursuant to information made known by the Company and from the Company’s transfer agent. |
| (3) | Based on the net shares outstanding as of April 30, 2022. This consists of Common Shares issued and outstanding (8,502,881) less treasury shares (3,571,693). |
Changes in Control
We are not aware of any arrangements, including any pledge by any person of our securities, the operation of which may result in a change in control of the Company.
| Item 13 | Certain Relationships and Related Party Transactions |
During each of three years ended April 30, 2022, 2021, and 2020, the Company executed transactions with related entities and individuals. Each of the transactions was in terms at least as favorable as could be obtained from unrelated third parties.
| Related Party | 2022 | 2021 | 2020 | |||||||||
| Rent | ||||||||||||
| Bonita Risk, Director | $ | — | $ | — | 7,675 | |||||||
| Bank Balances | ||||||||||||
| Joel Wiens, Director | $ | 5,058,307 | $ | 6,885,460 | $ | 5,166,878 | ||||||
| Interest Income | ||||||||||||
| Joel Wiens, Director | $ | 58,751 | $ | 54,761 | $ | 74,593 | ||||||
| 17 |
| Item 14 | Principal Accountant Fees and Services |
| 1) | Audit Fees |
For each of the last two fiscal years the Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of our annual financial statements and review of our financial statements for Form 10-Q. The amounts are listed below:
| FYE 20221 | $ | 61,060 | Haynie & Company | |||
| FYE 2021 | $ | 59,610 | Haynie & Company | |||
| $ | 219 | CFO Systems, LLC | ||||
| $ | 506 | Carey Schroeder |
| 2) | Audit-Related Fees |
The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for the audit of the Company’s employee benefit plan. The amounts are listed below:
| FYE 2022 | $ | 8,000 | Haynie & Company | |||
| FYE 2021 | $ | 7,100 | Haynie & Company |
| 3) | Tax Fees |
The Company incurred aggregate fees or expenses for professional services rendered by tax accountants for tax compliance, tax advice, and tax planning for the last two fiscal years.
| FYE 2022 | $ | 4,875 | Tax Resources Group, Inc. | |||
| FYE 2021 | $ | 3,795 | Haynie & Company | |||
| $ | 4,890 | Tax Resources Group, Inc . |
| 4) | All Other Fees |
The Company incurred aggregate fees and expenses for professional services rendered by our principal accountants for restatement of some of the Company’s 10-Qs and 10-K. The amounts are listed below:
| FYE 20221 | None | |||||
| FYE 2021 | $ | 8,250 | Haynie & Company | |||
| $ | 6,825 | CFO Systems, LLC |
| 5) | The Board of Directors, considered whether, and determined that, the auditor’s provisions of non-audit services were compatible with maintaining the auditor’s independence. All the services described above were approved by the Board of Directors pursuant to its policies and procedures. |
| 18 |
Part IV
| Item 15 | Exhibits and Reports on Form 8–K |
| 3.(1).a | Articles of Incorporation—Filed as Exhibit 5 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1970, and incorporated by reference herein | |
| 3.(i).b | Certificate of Amendment to the Articles of Incorporation of the Registrant—Filed as Exhibit 1.2 to the Registrant’s Form 10–K for the fiscal year ended April 30, 1971, and incorporated by reference herein | |
| 3.(ii).c | By-laws—Filed as Exhibit 1.3 to the Registrant’s Form 10–K for the fiscal year ended April 10, 1971, and incorporated by reference herein | |
| 10.1 |
| |
| 31.1 |
| |
| 32.1 | Certification pursuant to 18 U.S.C. 1350 of the Chief Executive Officer (Principal Financial and Accounting Officer) |
* Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.
| 19 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| /S/ STEPHANIE M. RISK-MCELROY | August 15, 2022 | |
| STEPHANIE M. RISK-MCELROY | Date | |
| President and Chairman of the Board |
Pursuant to the requirements of the securities exchange act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /S/ STEPHANIE M. RISK-MCELROY | August 15, 2022 | |
| STEPHANIE M. RISK-MCELROY | Date | |
| President and Chairman of the Board |
| /S/ DONNA DEBOWEY | August 15, 2022 | |
DONNA DEBOWEY Director |
Date |
| /S/ JOEL H. WIENS | August 15, 2022 | |
| JOEL H. WIENS | Date | |
| Director |
| /S/ BONITA P. RISK | August 15, 2022 | |
| BONITA P. RISK | Date | |
| Director |
| /S/ JERRY KNUTSEN | August 15, 2022 | |
| JERRY KNUTSEN | Date | |
| Director |
| 20 |