x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: SEPTEMBER 30, 2011
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OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________.
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Commission File number: | 0-10004 | |
NAPCO SECURITY TECHNOLOGIES, INC.
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||
(Exact name of Registrant as specified in its charter)
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Delaware
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11-2277818
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(State or other jurisdiction of
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(IRS Employer Identification
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incorporation of organization)
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Number)
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333 Bayview Avenue
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||
Amityville, New York
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11701
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(Address of principal executive offices)
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(Zip Code)
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(631) 842-9400
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(Registrant’s telephone number including area code)
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(Former name, former address and former fiscal year if
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changed from last report)
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Large Accelerated Filer o
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Accelerated Filer o
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Non-Accelerated Filer o
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Smaller reporting company x
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Yes o | No x |
Page | |||||
3 | |||||
4 | |||||
5 | |||||
6 | |||||
12 | |||||
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|||||
16 | |||||
16 | |||||
17 | |||||
18 |
CONDENSED CONSOLIDATED BALANCE SHEETS
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||||||||
ASSETS
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September 30, 2011
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June 30, 2011
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||||||
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(unaudited)
|
(audited)
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||||||
(In thousands except share data)
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||||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
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$ | 2,972 | $ | 3,077 | ||||
Accounts receivable, net of reserves
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15,178 | 17,640 | ||||||
Inventories
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22,096 | 19,986 | ||||||
Prepaid expenses and other current assets
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676 | 950 | ||||||
Income tax receivable
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368 | 0 | ||||||
Deferred income taxes
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544 | 528 | ||||||
Total Current Assets
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41,834 | 42,181 | ||||||
Inventories - non-current, net
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4,155 | 4,201 | ||||||
Deferred income taxes
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2,031 | 2,083 | ||||||
Property, plant and equipment, net
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7,519 | 7,741 | ||||||
Intangible assets, net
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12,050 | 12,316 | ||||||
Other assets
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288 | 273 | ||||||
TOTAL ASSETS
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$ | 67,877 | $ | 68,795 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES
|
||||||||
Current maturities of long-term debt
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$ | 12,172 | * | $ | 3,572 | |||
Accounts payable
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5,892 | 4,649 | ||||||
Accrued expenses
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2,118 | 2,553 | ||||||
Income tax payable
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0 | 437 | ||||||
Accrued salaries and wages
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1,537 | 1,785 | ||||||
Total Current Liabilities
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21,719 | 12,996 | ||||||
Long-term debt, net of current maturities
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10,712 | 20,205 | ||||||
Accrued income taxes
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177 | 165 | ||||||
Total Liabilities
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32,608 | 33,366 | ||||||
COMMITMENTS AND CONTINGENCIES
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||||||||
STOCKHOLDERS' EQUITY
|
||||||||
Common Stock, par value $0.01 per share; 40,000,000 shares authorized; 20,095,713 shares issued; 19,095,713 shares outstanding
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201 | 201 | ||||||
Additional paid-in capital
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14,079 | 14,072 | ||||||
Retained earnings
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26,604 | 26,771 | ||||||
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40,884 | 41,044 | ||||||
Less: Treasury Stock, at cost (1,000,000 shares)
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(5,615 | ) | (5,615 | ) | ||||
TOTAL STOCKHOLDERS' EQUITY
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35,269 | 35,429 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ | 67,877 | $ | 68,795 | ||||
See accompanying notes to consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
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||||||||
Three months ended September 30,
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||||||||
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2011
|
2010
|
||||||
(In thousands, except share
and per share data)
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||||||||
Net sales
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$ | 16,203 | $ | 15,327 | ||||
Cost of sales
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12,047 | 11,904 | ||||||
Gross Profit
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4,156 | 3,423 | ||||||
Selling, general, and administrative expenses
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4,298 | 4,140 | ||||||
Operating Loss
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(142 | ) | (717 | ) | ||||
Other expense:
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||||||||
Interest expense, net
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304 | 594 | ||||||
Other, net
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14 | 14 | ||||||
318 | 608 | |||||||
Loss before Benefit for Income Taxes
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(460 | ) | (1,325 | ) | ||||
Benefit for income taxes
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293 | 191 | ||||||
Net Loss
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$ | (167 | ) | $ | (1,134 | ) | ||
Loss per share:
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||||||||
Basic
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$ | (0.01 | ) | $ | (0.06 | ) | ||
Diluted
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$ | (0.01 | ) | $ | (0.06 | ) | ||
Weighted average number of shares outstanding:
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||||||||
Basic
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19,096,000 | 19,096,000 | ||||||
Diluted
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19,096,000 | 19,096,000 | ||||||
See accompanying notes to consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
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||||||||
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Three months ended September 30,
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|||||||
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2011
|
2010
|
||||||
(in thousands)
|
||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net Loss
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$ | (167 | ) | $ | (1,134 | ) | ||
Adjustments to reconcile net loss to net cash provided by operating activities:
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||||||||
Depreciation and amortization
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536 | 561 | ||||||
Deferred income taxes
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36 | 118 | ||||||
Stock based compensation expense
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7 | 23 | ||||||
Changes in operating assets and liabilities:
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||||||||
Accounts receivable
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2,462 | 3,083 | ||||||
Inventories
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(2,064 | ) | (1,078 | ) | ||||
Prepaid expenses and other current assets
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274 | (13 | ) | |||||
Income tax receivable
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(368 | ) | (317 | ) | ||||
Other assets
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(29 | ) | (83 | ) | ||||
Accounts payable and accrued expenses
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135 | (986 | ) | |||||
Net Cash Provided by Operating Activities
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822 | 174 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Purchases of property, plant, and equipment
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(34 | ) | (92 | ) | ||||
Net Cash Used in Investing Activities
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(34 | ) | (92 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Principal payments on long-term debt
|
(893 | ) | (893 | ) | ||||
Net Cash Used in Financing Activities
|
(893 | ) | (893 | ) | ||||
Net Decrease in Cash and Cash Equivalents
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(105 | ) | (811 | ) | ||||
CASH AND CASH EQUIVALENTS - Beginning
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3,077 | 5,522 | ||||||
CASH AND CASH EQUIVALENTS - Ending
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$ | 2,972 | $ | 4,711 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION
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||||||||
Interest paid, net
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$ | 290 | $ | 558 | ||||
Income taxes paid
|
$ | 464 | $ | 5 | ||||
See accompanying notes to consolidated financial statements.
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September 30, 2011
|
June 30, 2011
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|||||||||||||||||||||||
Cost
|
Accumulated amortization
|
Net book value
|
Cost
|
Accumulated amortization
|
Net book value
|
|||||||||||||||||||
Other intangible assets:
|
||||||||||||||||||||||||
Customer relationships
|
$ | 9,800 | $ | (3,838 | ) | $ | 5,962 | $ | 9,800 | $ | (3,584 | ) | $ | 6,216 | ||||||||||
Non-compete agreement
|
340 | (152 | ) | 188 | 340 | (140 | ) | 200 | ||||||||||||||||
Trademark
|
5,900 | 0 | 5,900 | 5,900 | 0 | 5,900 | ||||||||||||||||||
$ | 16,040 | $ | (3,990 | ) | $ | 12,050 | $ | 16,040 | $ | (3,724 | ) | $ | 12,316 |
Options
|
Weighted average
exercise price
|
|||||||
Outstanding, July 1, 2011
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1,380,140 | $ | 2.95 | |||||
Granted
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0 | 0 | ||||||
Terminated
|
0 | 0 | ||||||
Exercised
|
0 | 0 | ||||||
Outstanding, September 30, 2011
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1,380,140 | $ | 2.95 | |||||
Exercisable, September 30, 2011
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1,372,140 | $ | 2.93 | |||||
Weighted average fair value at grant date of options granted
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n/a | |||||||
Total intrinsic value of options exercised
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n/a | |||||||
Total intrinsic value of options outstanding
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$ | 407,000 | ||||||
Total intrinsic value of options exercisable
|
$ | 407,000 |
Options
|
Weighted average
exercise price
|
|||||||
Outstanding, beginning of year
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30,000 | $ | 5.03 | |||||
Granted
|
0 | 0 | ||||||
Terminated
|
0 | 0 | ||||||
Exercised
|
0 | 0 | ||||||
Outstanding, end of year
|
30,000 | $ | 5.03 | |||||
Exercisable, end of year
|
30,000 | $ | 5.03 | |||||
Weighted average fair value at grant date of options granted
|
n/a | |||||||
Total intrinsic value of options exercised
|
n/a | |||||||
Total intrinsic value of options outstanding
|
$ | 0 | ||||||
Total intrinsic value of options exercisable
|
$ | 0 |
September 30, 2011
|
June 30, 2011
|
|||||||
Component parts
|
$ | 15,210 | $ | 14,014 | ||||
Work-in-process
|
4,832 | 4,452 | ||||||
Finished product
|
6,209 | 5,721 | ||||||
$ | 26,251 | $ | 24,187 |
Three months ended September 30, 2011
|
||||||||||||
Net loss (numerator)
|
Shares (denominator)
|
Per Share Amounts
|
||||||||||
Basic EPS
|
||||||||||||
Net loss, as reported
|
$ | (167 | ) | 19,096 | $ | (0.01 | ) | |||||
Effect of dilutive securities
|
||||||||||||
Employee Stock Options
|
0 | 0 | 0 | |||||||||
Diluted EPS
|
||||||||||||
Net loss, as reported and assumed option exercises
|
$ | (167 | ) | 19,096 | $ | (0.01 | ) |
Three months ended September 30, 2010
|
||||||||||||
Net loss (numerator)
|
Shares (denominator)
|
Per Share Amounts
|
||||||||||
Basic EPS
|
||||||||||||
Net loss, as reported
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$ | (1,134 | ) | 19,096 | $ | (0.06 | ) | |||||
Effect of dilutive securities
|
||||||||||||
Employee Stock Options
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0 | 0 | 0 | |||||||||
Diluted EPS
|
||||||||||||
Net loss, as reported and assumed option exercises
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$ | (1,134 | ) | 19,193 | $ | (0.06 | ) |
September 30, 2011
|
June 30, 2011
|
|||||||||||||||
Outstanding
|
Interest Rate
|
Outstanding
|
Interest Rate
|
|||||||||||||
Revolving line of credit
|
$ | 8,600 | 4.76 | % | $ | 8,600 | 4.82 | % | ||||||||
Term loan
|
14,284 | 4.77 | % | 15,177 | 4.82 | % | ||||||||||
Total debt
|
$ | 22,884 | 4.77 | % | $ | 23,777 | 4.82 | % |
Three Months ended September 30,
|
||||||||
2011
|
2010
|
|||||||
Sales to external customers(1):
|
||||||||
Domestic
|
$ | 15,329 | $ | 14,260 | ||||
Foreign
|
874 | 1,067 | ||||||
Total Net Sales
|
$ | 16,203 | $ | 15,327 |
As of
|
||||||||
September 30, 2011
|
June 30, 2011
|
|||||||
Identifiable assets:
|
||||||||
United States
|
$ | 51,374 | $ | 54,426 | ||||
Dominican Republic (2)
|
16,503 | 14,342 | ||||||
Other foreign countries
|
0 | 27 | ||||||
Total Identifiable Assets
|
$ | 67,877 | $ | 68,795 |
Three months ended September 30,
(dollars in thousands)
|
||||||||||||
2011
|
2010
|
% Increase/
(decrease)
|
||||||||||
Net sales
|
$ | 16,203 | $ | 15,327 | 5.7 | % | ||||||
Gross profit
|
4,156 | 3,423 | 21.4 | % | ||||||||
Gross profit as a % of net sales
|
25.6 | % | 22.3 | % | 14.8 | % | ||||||
Selling, general and administrative
|
4,298 | 4,140 | 3.8 | % | ||||||||
Selling, general and administrative as a percentage of net sales
|
26.5 | % | 27.0 | % | (1.9 | )% | ||||||
Operating loss
|
(142 | ) | (717 | ) | (80.2 | )% | ||||||
Interest expense, net
|
304 | 594 | (48.8 | )% | ||||||||
Other expense (income)
|
14 | 14 | 0.0 | % | ||||||||
Benefit for income taxes
|
(293 | ) | (191 | ) | 53.4 | % | ||||||
Net loss
|
$ | (167 | ) | $ | (1,134 | ) | (85.3 | )% |
Item 6.
|
Exhibits
|
31.1
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Richard L. Soloway, Chairman of the Board and President
|
31.2
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of Kevin S. Buchel, Senior Vice President of Operations and Finance
|
32.1
|
Section 1350 Certifications
|
101.INS
|
XBRL Instance Document*
|
101.SCH
|
XBRL Taxonomy Extension Schema Document*
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document*
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document*
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document*
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document*
|
* Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for the purposes of section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities and Exchanges Act of 1934, as amended, and otherwise is not subject to liability under these sections.
|
By:
|
/s/ RICHARD L. SOLOWAY
|
|
Richard L. Soloway
|
||
Chairman of the Board of Directors, President and Secretary
|
||
(Chief Executive Officer)
|
||
By:
|
/s/ KEVIN S. BUCHEL
|
|
Kevin S. Buchel
|
||
Senior Vice President of Operations and Finance and Treasurer | ||
(Principal Financial and Accounting Officer)
|
/s/RICHARD SOLOWAY
|
|
Richard Soloway
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
/s/KEVIN S. BUCHEL
|
|
Kevin S. Buchel
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2011 | Jun. 30, 2011 |
---|---|---|
Common Stock, par value | $ 0.01 | $ 0.01 |
Common Stock, shares authorized | 40,000,000 | 40,000,000 |
Common Stock, shares issued | 20,095,713 | 20,095,713 |
Common Stock, shares outstanding | 19,095,713 | 19,095,713 |
Treasury Stock, shares | 1,000,000 | 1,000,000 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) In Thousands, except Share data | 3 Months Ended | |
---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | |
Net sales | $ 16,203 | $ 15,327 |
Cost of sales | 12,047 | 11,904 |
Gross Profit | 4,156 | 3,423 |
Selling, general, and administrative expenses | 4,298 | 4,140 |
Operating Loss | (142) | (717) |
Other expense: | ||
Interest expense, net | 304 | 594 |
Other, net | 14 | 14 |
Other expense, net | 318 | 608 |
Loss before Benefit for Income Taxes | (460) | (1,325) |
Benefit for income taxes | 293 | 191 |
Net Loss | $ (167) | $ (1,134) |
Loss per share: | ||
Basic | $ (0.01) | $ (0.06) |
Diluted | $ (0.01) | $ (0.06) |
Weighted average number of shares outstanding: | ||
Basic | 19,096,000 | 19,096,000 |
Diluted | 19,096,000 | 19,096,000 |
Document and Entity Information | 3 Months Ended | |
---|---|---|
Sep. 30, 2011 | Nov. 09, 2011 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2011 | |
Document Fiscal Year Focus | 2012 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | NSSC | |
Entity Registrant Name | NAPCO SECURITY TECHNOLOGIES, INC | |
Entity Central Index Key | 0000069633 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 19,095,713 |
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Commitments and Contingencies | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Commitments and Contingencies | 7.) Commitments
and Contingencies
In
the normal course of business, the Company is a party to claims
and/or litigation. Management believes that the resolution of such
claims and/or litigation, considered in the aggregate, will not
have a material adverse effect on the Company's financial position
and results of operations.
|
Inventories, net | 3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | |||||||||||||||||||||||||||||||||||||||||||||
Inventories, net | 3.) Inventories,
net
Inventories,
net of reserves are valued at lower of cost (first-in, first-out
method) or market. The Company regularly reviews parts and finished
goods inventories on hand and, when necessary, records a provision
for excess or obsolete inventories. As of September 30, 2011 and
June 30, 2011, the balance in this reserve amounted to $2,534,000.
The Company also regularly reviews the period over which its
inventories will be converted to sales. Any inventories
expected to convert to sales beyond 12 months from the balance
sheet date are classified as non-current.
Inventories,
net of reserves consist of the following (in
thousands):
|
Income Taxes | 3 Months Ended |
---|---|
Sep. 30, 2011 | |
Income Taxes | 8.) Income
Taxes
The
provision for income taxes represents Federal, foreign, and state
and local income taxes. The effective rate differs from statutory
rates due to the effect of state and local income taxes, tax rates
in foreign jurisdictions, tax benefit of R&D credits and
certain nondeductible expenses. Our effective tax rate will change
from quarter to quarter based on recurring and non-recurring
factors including, but not limited to, the geographical mix of
earnings, enacted tax legislation, and state and local income
taxes. In addition, changes in judgment from the evaluation of new
information resulting in the recognition, de-recognition or
re-measurement of a tax position taken in a prior annual period are
recognized separately in the quarter of the change.
The
Company does not expect that our unrecognized tax benefits will
significantly change within the next twelve months. We file a
consolidated U.S. income tax return and tax returns in certain
state and local and foreign jurisdictions. As of September 30, 2011
we remain subject to examination in all tax jurisdictions for all
relevant jurisdictional statutes for fiscal years 2007 and
thereafter.
The Company has identified its U.S. Federal
income tax return and its State return in New York as its major tax
jurisdictions. During the three months ended September 30, 2011 the
Company increased its reserve for uncertain income tax positions by
$12,000. As a result, as of September 30, 2011 and June 30, 2011
the Company has a long-term accrued income tax liability of
$177,000 and $165,000, respectively.
|
Summary of Significant Accounting Policies and Other Disclosures | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies and Other Disclosures | 1.)
Summary
of Significant Accounting Policies and Other
Disclosures
The
accompanying Condensed Consolidated Financial Statements are
unaudited. In management’s opinion, all adjustments
(consisting of only normal recurring accruals) necessary for a fair
presentation have been made. The results of
operations for the period ended September 30, 2011 are not
necessarily indicative of results that may be expected for any
other interim period or for the full year.
The
unaudited Condensed Consolidated Financial Statements should be
read in conjunction with the Consolidated Financial Statements and
related notes contained in the Company’s Annual Report on
Form 10-K for the year ended June 30, 2011. The accounting policies
used in preparing these unaudited Condensed Consolidated Financial
Statements are consistent with those described in the June 30, 2011
Consolidated Financial Statements. In addition, the Condensed
Consolidated Balance Sheet as of June 30, 2011 was derived from the
audited financial statements but does not include all disclosures
required by Generally Accepted Accounting Principles
(“GAAP”).
The
Condensed Consolidated Financial Statements include the accounts of
Napco Security Technologies, Inc. and all of its wholly-owned
subsidiaries. All inter-company balances and transactions have been
eliminated in consolidation.
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent gains and losses at the date of the financial statements
and the reported amounts of revenues and expenses during the
reporting period. Critical estimates include management's judgments
associated with revenue recognition, reserves for sales returns and
allowances, concentration of credit risk, inventories, intangible
assets and income taxes. Actual results could differ from those
estimates.
Seasonality
The
Company's fiscal year begins on July 1 and ends on June 30.
Historically, the end users of the Company's products want to
install its products prior to the summer; therefore sales of its
products historically peak in the period April 1 through June 30,
the Company's fiscal fourth quarter, and are reduced in the period
July 1 through September 30, the Company's fiscal first quarter. In
addition, demand is affected by the housing and construction
markets.
Advertising
and Promotional Costs
Advertising
and promotional costs are included in "Selling, General and
Administrative" expenses in the condensed consolidated statements
of operations and are expensed as incurred. Advertising
expense for the three months ended September 30, 2011 and 2010 was
$251,000 and $90,000, respectively. The increase for the three
months is due to the timing of a tradeshow that occurred in
September 2011. Last year, the same tradeshow occurred in the
quarter ended December 31, 2010.
Research
and Development Costs
Research
and development costs are included in "Cost of Sales" in the
condensed consolidated statements of operations and are expensed as
incurred. Research and development expense for the three months
ended September 30, 2011 and 2010 was $1,031,000 and $1,268,000,
respectively.
Business
Concentration and Credit Risk
An
entity is more vulnerable to concentrations of credit risk if it is
exposed to risk of loss greater than it would have had if it
mitigated its risk through diversification of customers. Such risks
of loss manifest themselves differently, depending on the nature of
the concentration, and vary in significance.
The
Company had one customer with an accounts receivable balance that
represents 22% of the Company’s accounts receivable at
September 30, 2011 and 17% at June 30, 2011. Sales to
this customer did not exceed 10% of net sales in any of the past
three fiscal years.
Allowance
for Doubtful Accounts
In
the ordinary course of business, the Company has established a
reserve for doubtful accounts and customer deductions in the amount
of $255,000 as of both September 30, 2011 and June 30, 2011. The
Company’s reserve for doubtful accounts is a subjective
critical estimate that has a direct impact on reported net
earnings. This reserve is based upon the evaluation of accounts
receivable agings, specific exposures and historical
trends.
Stock
Options
During
the three months ended September 30, 2011 no stock options were
granted or exercised under its 2002 Employee Incentive Stock Option
Plan or under its 2000 Non-employee Incentive Stock Option
Plan.
Intangible
Assets
Certain
intangible assets determined to have indefinite lives are not
amortized but are tested for impairment at least annually.
Intangible assets with definite lives are amortized over their
useful lives and are reviewed for impairment at least annually at
the Company’s fiscal year end of June 30 or more often
whenever there is an indication that the carrying amount may not be
recovered.
On
August 18, 2008, the Company, through a newly-formed subsidiary,
Marks USA I, LLC (“Marks”), acquired substantially all
of the assets and business of G. Marks Hardware, Inc. This
acquisition included intangible assets with a fair value of
$16,440,000 on the date of acquisition. The Company recorded the
estimated value of $9,800,000 related to the customer
relationships, $340,000 related to a non-compete agreement and
$6,300,000 related to the Marks trade name within intangible
assets. The intangible assets are amortized over their estimated
useful lives of twenty years (customer relationships) and seven
years (non-compete agreement). The Marks USA trade name was deemed
to have an indefinite life. The goodwill recorded as a result of
the acquisition is deductible for Federal and New York State income
tax purposes over a period of 15 years. At the conclusion of the
quarter ended June 30, 2011, the Company performed its annual
impairment evaluation and determined that its intangible asset
relating to its Marks trade name was partially impaired.
Accordingly, in the quarter ended June 30, 2011 the Company
recorded an impairment charge of $400,000 which represented the
excess book value of this intangible asset over its current
valuation.
Changes
in intangible assets are as follows (in thousands):
Amortization
expense for intangible assets subject to amortization was
approximately $266,000 and $288,000 for the three months ended
September 30, 2011 and 2010, respectively. Amortization expense for
each of the next five years is estimated to be as follows: 2012 -
$1,065,000; 2013 - $917,000; and 2014 - $781,000; 2015 - $667,000
and 2016 - $529,000. The weighted average amortization period for
intangible assets was 16.5 years and 16.7 years at
September 30, 2011 and June 30, 2011, respectively.
Long-Lived
Assets
Long-lived
assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets in
question may not be recoverable. An impairment would be recorded in
circumstances where undiscounted cash flows expected to be
generated by an asset are less than the carrying value of that
asset.
Self-funded
Employee Health Benefit Plan
Effective
February 1, 2011, the Company converted its employee health benefit
plan from a fully-insured plan to a self-insured plan. The Company
made this change due, primarily, to significant increases in health
insurance costs over the past few years. Under this arrangement,
the Company engaged a plan administrator to process claims and
purchased an insurance policy that covers claims over a certain
aggregate amount over the plan year. The aggregate limit is based
on the number of employees enrolled in the plan. As of September
30, 2011 and June 30, 2011, the aggregate limit of claims to be
self-insured was approximately $1,356,000 and $1,409,000,
respectively. The Company records claims as they are paid and
records an accrual for unpaid claims based upon the date of service
or date incurred. In connection with this self-insured liability,
the Company has accrued $259,000 and $150,000 as of September 30,
2011 and June 30, 2011, respectively.
Recent
Accounting Pronouncements
In
June 2011, the FASB amended its authoritative guidance related
to the presentation of comprehensive income, requiring entities to
present items of net income and other comprehensive income either
in one continuous statement or in two separate consecutive
statements. This guidance becomes effective for the
Company’s fiscal 2013 first quarter. The Company is
currently evaluating the impact of adopting this guidance but
believes that it may result only in changes in the presentation of
its financial statements and will not have a material impact on the
Company’s results of operations, financial position or cash
flows.
In
May 2011, the FASB amended its authoritative guidance related
to fair value measurements to provide a consistent definition and
measurement of fair value, as well as similar disclosure
requirements between U.S. GAAP and International Financial
Reporting Standards. This guidance clarifies the application
of existing fair value measurement and expands the existing
disclosure requirements. This guidance became effective for
the Company’s fiscal 2012 third quarter. This guidance
did not have a material impact on the Company’s results of
operations, financial position or cash flows.
In December 2010, the FASB amended its
authoritative guidance related to Step 1 of the goodwill impairment
test for reporting units with zero or negative carrying
amounts. For those reporting units, an entity is required to
perform Step 2 of the goodwill impairment test if it is
more-likely-than-not that goodwill impairment exists. In
determining whether it is more-likely-than-not that goodwill
impairment exists, consideration should be made as to whether there
are any adverse qualitative factors indicating that an impairment
may exist. This guidance became effective for the
Company’s fiscal 2012 first quarter. The adoption of
this standard did not have a material impact on the Company’s
consolidated financial statements.
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Earnings (Loss) Per Common Share | 4.) Earnings
(Loss) Per Common Share
Earnings
(loss) per common share amounts (“Basic EPS”) are
calculated by dividing earnings by the weighted average number of
common shares outstanding for the period. Earnings
(loss) per common share amounts, assuming dilution (“Diluted
EPS”), were computed by reflecting the potential dilution
from the exercise of stock options. Both Basic EPS and
Diluted EPS are presented on the face of the condensed consolidated
statements of operations.
A
reconciliation between the numerators and denominators of the Basic
and Diluted EPS computations for earnings is as follows (in
thousands except per share data):
1,410,140
options to purchase shares of common stock in the three months
ended September 30, 2011 were excluded in the computation of
Diluted EPS because their inclusion would be
anti-dilutive.
1,410,140
options to purchase shares of common stock in the three months
ended September 30, 2010 were excluded in the computation of
Diluted EPS because their inclusion would be
anti-dilutive.
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Long Term Debt | 3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Long Term Debt | 5.) Long
Term Debt
As
of September 30, 2011 and June 30, 2011, long-term debt consisted
of a revolving credit loan facility of $11,100,000 as well as a
term loan with a remaining balance of $14,284,000 and $15,177,000,
respectively, as described further below. The term loan is being
repaid in 19 quarterly installments of $893,000 each which
commenced in December 2008, and a final payment of $8,033,000 due
in August 2013. The revolving line of credit expires in August 2012
and any outstanding borrowings are to be repaid or refinanced on or
before that time. The Company intends to refinance or extend the
revolving line of credit prior to the expiration date. However, the
revolving credit loan has been classified as a current liability
until such time that the Company might renew or extend the facility
because the expiration date currently falls within one year of the
balance sheet date of September 30, 2011.
Outstanding
balances and interest rates as of September 30, 2011 and June 30,
2011 are as follows:
On
October 28, 2010, the Company entered into a Second Amended and
Restated Credit Agreement Dated as of October 28, 2010 among the
Company, as the Borrower, Capital One, N.A., as a Lender and HSBC
Bank USA, National Association as Lender, Administrative Agent and
Collateral Agent (the “Second Amended
Agreement”). The Second Amended Agreement amended
and restated the previous term loan and revolving credit facility
and provides for a term loan of $16,070,000 and a revolving credit
facility of $11,100,000. The Second Amended Agreement
also provides for a LIBOR interest rate option of LIBOR plus 4.5%
in addition to the existing prime option of prime plus 4.0%. The
Company’s obligations under the Second Amended Agreement
continue to be secured by the Company's headquarters in Amityville,
New York, certain other assets and the common stock of the
Company's wholly-owned subsidiaries.
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Geographical Data | 6.) Geographical
Data
The
Company is engaged in one major line of business: the development,
manufacture, and distribution of security alarm products and door
security devices for commercial and residential
use. Sales to unaffiliated customers are primarily
shipped from the United States. The Company has customers worldwide
with a major concentration in the United States.
The
following represents selected consolidated geographical data for
the three months ended September 30, 2011 and 2010 (in
thousands):
(1)
All of the Company’s sales occur in the United States and are
shipped primarily from the Company’s facilities in the United
States. There were no sales into any one foreign country
in excess of 10% of Net Sales.
(2)
Consists primarily of inventories ($12,327,000 and $9,995,000) and
fixed assets ($4,071,000 and $4,189,000) located at the Company's
principal manufacturing facility in the Dominican Republic as of
September 30, 2011 and June 30, 2011, respectively.
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Stock-based Compensation | 2.) Stock-based
Compensation
In
December 2002, the stockholders approved the 2002 Employee Stock
Option Plan (the 2002 Plan). The 2002 Plan authorizes
the granting of awards, the exercise of which would allow up to an
aggregate of 1,836,000 shares of the Company's common stock to be
acquired by the holders of such awards. Under the 2002
Plan, the Company may grant stock options, which are intended to
qualify as incentive stock options (ISOs), to key
employees. Any plan participant who is granted ISOs and
possesses more than 10% of the voting rights of the Company's
outstanding common stock must be granted an option with a price of
at least 110% of the fair market value on the date of
grant.
Under
the 2002 Plan, stock options have been granted to key employees
with a term of 10 years at an exercise price equal to the fair
market value on the date of grant and are exercisable in whole or
in part at 20% per year from the date of grant. At
September 30, 2011, 1,471,480 stock options were granted, 364,520
stock options were available for grant, and 1,372,140 stock options
were exercisable under this plan. As of September 30, 2011, there
was no unearned stock-based compensation cost related to non-vested
share-based compensation arrangements granted under the 2002 Plan.
The total fair value of the options vested during the three months
ended September 30, 2011 under the 2002 Plan was
$407,000.
No
options were granted during the three months ended September 30,
2011.
The
following table reflects activity under the 2002 Plans for the
three months ended September 30, 2011:
In
September 2000, the stockholders approved a 10 year extension of
the already existing 1990 non-employee stock option plan (the 2000
Plan) to encourage non-employee directors and consultants of the
Company to invest in the Company's stock. This plan expired in
September 2010. No further options may be granted under
the 2000 Plan. The 2000 Plan provided for the granting of
non-qualified stock options, the exercise of which would allow up
to an aggregate of 270,000 shares of the Company's common stock to
be acquired by the holders of the stock options. The
2000 Plan provided that the option price will not be less than 100%
of the fair market value of the stock at the date of
grant. Outstanding options are exercisable at 20% per
year and expire five years after the date of
grant. Compensation cost was recognized for the fair
value of the options granted to non-employee directors and
consultants as of the date of grant. As of September 30, 2011,
there was no unearned stock-based compensation cost related to
non-vested share-based compensation arrangements granted under the
2000 Plan. The total fair value of the options vested during the
three months ended September 30, 2011 under the 2000 Plan was
$0.
The
following table reflects activity under the 2000 Plan for the three
months ended September 30, 2011:
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