-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A+xxhuawlmVxsuZ93dDTDfz3BW3v68ud+eqFdiRuMkBzQqIjiIylmzVKTRJXgFQR EtnH9b0X33wnFBjT+I1qkQ== 0001157523-10-006987.txt : 20101117 0001157523-10-006987.hdr.sgml : 20101117 20101117165206 ACCESSION NUMBER: 0001157523-10-006987 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101115 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101117 DATE AS OF CHANGE: 20101117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NAPCO SECURITY TECHNOLOGIES, INC CENTRAL INDEX KEY: 0000069633 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112277818 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10004 FILM NUMBER: 101200304 BUSINESS ADDRESS: STREET 1: 333 BAYVIEW AVE CITY: AMITYVILLE STATE: NY ZIP: 11701 BUSINESS PHONE: 631-842-9400 MAIL ADDRESS: STREET 1: 333 BAYVIEW AVE STREET 2: XXXXXXXXXXXXXXXXXXX CITY: AMITYVILLE STATE: NY ZIP: 11701 FORMER COMPANY: FORMER CONFORMED NAME: NAPCO SECURITY SYSTEMS INC DATE OF NAME CHANGE: 19920703 8-K 1 a6514707.htm NAPCO SECURITY TECHNOLOGIES, INC. 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
November 15, 2010

NAPCO SECURITY TECHNOLOGIES, INC.
(Exact name of registrant as specified in charter)

Delaware

 

0-10004

 

11-2277818

(State or other jurisdiction of
incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)


333 Bayview Avenue, Amityville, New York 11701
(Address of principal executive offices)

(Former name and former address if changed from last report)

Registrant's telephone number, including area code  (631) 842-9400


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02.     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 15, 2010, the registrant issued a press release to report results for the fiscal quarter ended September 30, 2010. This press release is furnished as Exhibit 99.1.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section.

Item 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

 99.1    Press Release issued by Napco Security Technologies, Inc. dated November 15, 2010.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.


 

NAPCO SECURITY TECHNOLOGIES, INC.

(Registrant)
 
Date: November 17, 2010 By:

/s/ Kevin S. Buchel

Kevin S. Buchel

Senior Vice President and Chief Financial Officer

EX-99.1 2 a6514707ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

NAPCO Reports Results for Quarter Ended September 30, 2010

Management to Host Conference Call Today at 11AM ET

AMITYVILLE, N.Y.--(BUSINESS WIRE)--November 15, 2010--NAPCO Security Technologies, Inc., (NASDAQ: NSSC), one of the world’s leading suppliers of high performance electronic security equipment for over 30 years, today announced financial results for its first quarter ended September 30, 2010.

Highlights:

  • Net sales for the first quarter increased 6% to $15,327,000, from $14,465,000 a year ago.
  • Adjusted EBITDA* for the three months ended September 30, 2010 was $118,000 as compared to ($377,000) for the same period a year ago (see table attached).
  • Net income for the first quarter was ($1,134,000) or ($0.06) per fully diluted share, a 38% increase over the net income of ($1,818,000) or ($0.10) for the same period a year ago. Per share results are based on 19,096,000 fully diluted weighted average shares for the three months ended September 30, 2010 and 2009.
  • Cash generated from operating activities was approximately $0.2 million for the quarter ended September 30, 2010.
  • Debt, net of cash, has been reduced by $11.7 million from $35.9 million to $ 24.2 million since acquiring Marks USA in August of 2008. $0.1 million of this reduction occurred in the first quarter of fiscal 2011.

Gross Profit for the three months ended September 30, 2010 was $3,423,000, an increase of 3% compared to $3,339,000 for same period a year ago. Gross profit in the quarter increased as a result of the increase in net sales.

Selling, general and administrative expenses for the first quarter of fiscal 2011 decreased by 12% to $4,140,000 as compared to $4,692,000 for the same quarter a year ago.

Operating income for the three months ended September 30, 2010, which reflects the items discussed above, was $(717,000) an increase of $636,000 or 47% from $(1,353,000) for the same period a year ago.

On October 28, 2010, the Company consummated a Second Amended and Restated Credit Agreement with its banks. The agreement provides for a LIBOR interest rate option of LIBOR plus 4.5% in addition to the existing prime option of prime plus 4.0%, financial covenants that better reflect the Company’s current financial condition and other terms and conditions as more fully described in the Second Amended Agreement. In addition, the agreement contains waivers for non-compliance with certain covenants in the previous facilities.

Richard Soloway, Chairman and President, stated, “Just after the end of our first quarter of fiscal 2010 we closed on a restructured debt agreement as previously described. By concluding these extended negotiations we now have lower interest rates available to us which, based on today’s LIBOR rates, should reduce our interest expense by over $500,000 over the next twelve months. We can now focus more confidently and aggressively on sales growth, new products and continued expense reductions.”

Mr. Soloway continued “The sales increase in this quarter over the same quarter last year coincides with the positive reactions we received at the ISC East tradeshow this month. Of particular note is our new NAPCO Commercial™ platform, which gives our Company a powerful presence in the high gross margin, billion dollar, commercial fire/ life safety sector of the industry. It opens up a whole new avenue of business for NAPCO into schools, factories, office buildings, hospitals, retail centers and much more. The product, which introduces several innovations to the segment, provides 8 to 255 point addressable or conventional, wired or wireless, commercial fire, intrusion, or combination fire/intrusion control panels.”

Mr. Soloway added “Additionally, NAPCO has recently launched the wireless version of its popular iSee Video™ product line. iSee Video represents a major strategic initiative for building future profitability as this product provides NAPCO and its dealers with incremental, service-driven recurring revenue streams. Another driver of recurring revenue service income is NAPCO’s Starlink Wireless Radios which are being used as a primary means of alarm reporting now that traditional hardwire phone lines are becoming less prevalent in U. S. households.”

Mr. Soloway concluded, “We are pleased with how fiscal 2011 has begun. Historically, our quarters get stronger as the fiscal year progresses. With the completion of the debt restructuring and the positive signs in our sales and expense levels, we can focus on further improvements in all areas. We believe this, combined with our large network of security dealers who install our extensive and technologically advanced line of products, puts us in a much healthier position as economic conditions improve and market demand increases. All of the necessary building blocks are in place for NAPCO to emerge from the global economic crisis as a stronger company and we look forward to better days to come.”

NAPCO will host a conference call for the investment community today, 11/15/2010, at 11:00 AM EST. Interested parties may participate in the call by dialing (877) 407-8291; international callers dial (201) 689-8345 about 5 – 10 minutes prior to 11:00 AM EST. The conference call will also be available on replay starting at 3:00 PM EST on November 15, 2010 and ending on November 29, 2010. For the replay, please dial (877) 660-6853 (replay account #332, replay conference #360841). The access number for the replay for international callers is (201) 612-7415 (replay account #332, replay conference #360841).


About NAPCO Security Technologies, Inc.

NAPCO Security Technologies, Inc. is one of the world's leading manufacturers of technologically advanced electronic security equipment including intrusion and fire alarm systems, access control and door locking systems. The Company consists of NAPCO plus three wholly-owned subsidiaries: Alarm Lock, Continental Instruments, and Marks USA. The products are installed by security professionals worldwide in commercial, industrial, institutional, residential and government applications. NAPCO products have earned a reputation for technical excellence, reliability and innovation, poising the Company for growth in the rapidly expanding electronic security market, a multi-billion dollar market.

For additional information on NAPCO, please visit the Company's web site at www.napcosecurity.com.

This press release contains forward-looking statements that involve numerous risks and uncertainties. Actual results, performance or achievements could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including those set forth in the Company's filings with the Securities and Exchange Commission.


NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
 
ASSETS September 30, 2010  
(unaudited) June 30, 2010
(In thousands except share data)
CURRENT ASSETS
Cash and cash equivalents $ 4,711 $ 5,522
Accounts receivable, net of reserves 14,657 17,740
Inventories 19,631 17,370
Prepaid expenses and other current assets 960 947
Income tax receivable 1,102 785
Deferred income taxes   468     448  
Total Current Assets 41,529 42,812
Inventories - non-current, net 5,529 6,712
Deferred income taxes 1,704 1,842
Property, plant and equipment, net 7,939 8,106
Intangible assets, net 13,581 13,870
Other assets   396     326  
TOTAL ASSETS $ 70,678   $ 73,668  
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 3,572 $ --
Loan payable -- 29,849
Accounts payable 4,534 5,320
Accrued expenses 2,038 2,242
Accrued salaries and wages   1,901     1,899  
Total Current Liabilities 12,045 39,310
Long-term debt, net of current maturities 25,384 --
Accrued income taxes 118 116
Deferred income taxes   --     --  
Total Liabilities 37,547 39,426
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock, par value $0.01 per share; 40,000,000 shares authorized; 20,095,713 shares issued; and 19,095,713 shares outstanding, 201 201
Additional paid-in capital 14,029 14,006
Retained earnings   24,516     25,650  
38,746 39,857
Less: Treasury Stock, at cost (1,000,000 shares)   (5,615 )   (5,615 )
TOTAL STOCKHOLDERS' EQUITY   33,131     34,242  
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 70,678   $ 73,668  

See accompanying notes to consolidated financial statements.


NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
 
Three months ended September 30,
2010   2009
(In thousands, except share and per share data)
Net sales $ 15,327 $ 14,465
Cost of sales   11,904     11,126  
Gross Profit 3,423 3,339
Selling, general, and administrative expenses   4,140     4,692  
Operating Loss (717 ) (1,353 )
Other expense:
Interest expense, net 594 571
Other, net   14     14  
  608     585  
Loss before Benefit for Income Taxes (1,325 ) (1,938 )
Benefit for income taxes   (191 )   (120 )
Net Loss $ (1,134 ) $ (1,818 )
Loss per share:
Basic $ (0.06 ) $ (0.10 )
Diluted $ (0.06 ) $ (0.10 )
Weighted average number of shares outstanding:
Basic 19,096,000 19,096,000
Diluted 19,096,000 19,096,000

See accompanying notes to consolidated financial statements.


NAPCO SECURITY TECHNOLOGIES, INC.
NON-GAAP MEASURES OF PERFORMANCE* (Unaudited)
(In thousands)
 
3 months ended September 30,
2010 2009
Net (loss) (GAAP) $ (1,134 ) $ (1,818 )
Add back (benefit) for income taxes (191 ) (120 )
Add back interest and other expense   608     585  
Operating (loss) (GAAP) (717 ) (1,353 )
Adjustments for non-GAAP measures of performance:
Add back amortization of acquisition-related intangibles 288 335
Add back stock-based compensation expense 23 69
Add back costs relating to Marks acquisition and consolidation 216 238
Add back costs associated with waivers and amendments to credit facilities   35     13  
Adjusted non-GAAP operating (loss) (155 ) (698 )
Add back depreciation   273     321  
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) $ 118   $ (377 )

* Non-GAAP Information

Certain non-GAAP measures are included in this press release, including EBITDA, non-GAAP operating income and Adjusted EBITDA. We define EBITDA as GAAP net income (loss) plus income tax expense (benefit), net interest expense and depreciation and amortization expense. Non-GAAP operating income does not include impairment of goodwill, amortization of intangibles, restructuring charges, stock-based compensation expense and other infrequent or unusual charges. These non-GAAP measures are provided to enhance the user’s overall understanding of our financial performance. By excluding these charges our non-GAAP results provide information to management and investors that is useful in assessing NAPCO’s core operating performance and in comparing our results of operations on a consistent basis from period to period. The presentation of this information is not meant to be a substitute for the corresponding financial measures prepared in accordance with generally accepted accounting principles. Investors are encouraged to review the reconciliation of GAAP to non-GAAP financial measures included in the above.

CONTACT:
NAPCO Security Technologies, Inc.
Richard L. Soloway, CEO
or
Kevin S. Buchel, Senior VP
631-842-9400 ext. 120
or
Wolfe Axelrod Weinberger Assoc. LLC
Donald Weinberger
or
Diana Bittner (Media)
212-370-4500; fax: 212-370-4505
don@wolfeaxelrod.com

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