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INVESTMENT IN MORION, INC.
3 Months Ended
Jul. 31, 2020
Investment Holdings [Abstract]  
Investment Holdings [Text Block]

NOTE H – INVESTMENT IN MORION, INC.


The Company has an investment in Morion, Inc. (“Morion”), a privately-held Russian company, which manufactures high precision quartz resonators and crystal oscillators. The Company has also licensed certain technology to Morion.


The Company’s investment consists of 4.6% of Morion’s outstanding shares, accordingly, the Company accounts for its investment in Morion on the cost basis.  This investment of approximately $800,000 is included in other assets in the accompanying condensed consolidated balance sheets. During the three months ended July 31, 2020 and 2019, the Company acquired product from Morion in the aggregate amount of approximately $150,000 and $245,000, respectively. There were no sales to Morion during the three months ended July 31, 2020. The Company sold product and training services to Morion in the aggregate amount of approximately $47,000 during the three months ended July 31, 2019, which is included in revenues in the unaudited condensed consolidated statements of operations as part of the FEI-NY segment. At July 31, 2020 there was approximately $34,000 payable to Morion. There were no amounts payable to Morion at April 30, 2020. There were no receivables related to Morion for either period ended July 31, 2020 and April 30. 2020. The Company did not receive dividends from Morion during the three months ended July 31, 2020. During the three months ended July 31, 2019, the Company received a dividend from Morion in the amount of approximately $125,000, which is included in other income, net in the condensed consolidated statements of operations as part of the FEI-NY segment.


Morion is a less than wholly-owned subsidiary of Gazprombank, a state-owned Russian bank.  The U.S. Ukraine-related sanctions regime has since 2014 included a list of sectoral sanctions identifications (“SSI”) pursuant to Executive Order 13662, which prohibits certain transactions, including certain extensions of credit, with an entity designated as an SSI or certain affiliates of an entity designated as an SSI.  On July 16, 2014, after the Company’s investment in Morion, Gazprombank was designated as an SSI.


In light of Morion’s relationship with Gazprombank, the Company recently evaluated, with the assistance of external legal counsel, certain sales to Morion and the timing of payments by Morion to the Company in connection with those sales to determine whether payments by Morion may have inadvertently constituted extensions of credit in violation of Directive 1 under Executive Order 13662.  The Company determined that certain payments by Morion – the majority of which occurred more than five years ago – were not timely.  Following the evaluation, on May 7, 2020, the Company voluntarily disclosed its findings to the Office of Foreign Assets Control (“OFAC”).  The Company’s voluntary disclosure to OFAC relates solely to delays in collection of accounts receivable that exceeded then-applicable payment windows set forth in sanctions regulations and do not relate to any other type of payment or transaction.  On July 22, 2020, OFAC informed the Company that it is conducting a civil investigation of the matter. 


The ongoing OFAC civil investigation subjects the Company to a number of financial and business risks.  OFAC has broad enforcement discretion, and the imposition of sanctions, fines or remedial measures could have a material adverse effect on the Company’s business, prospects, reputation, financial condition, liquidity, results of operations or cash flows. Given the matter is in an early stage, however, the Company does not have sufficient information to (i) determine whether any liability (including penalties, sanctions, or remedial actions) as a result of the voluntary disclosure is probable or (ii) estimate the magnitude of any liability.  While we are currently unable to predict what if any actions OFAC might take, or what the likely outcome of any such actions might be, or estimate the range of reasonably possible fines or penalties, such outcome may be material.  Also, the Company is unable to predict the duration, scope, result or related costs of the investigation, including legal fees.