UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended June 30, 2012
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Transition period from ___ to___
Commission File Number 0-10004
NAPCO SECURITY TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
333 Bayview Avenue, Amityville, New York
(Address of principal executive offices)
Registrant's telephone number, including area code: (631) 842-9400
Securities registered pursuant to Section 12(b) of the Act:
11-2277818
(I.R.S. Employer I.D. Number)
11701
(Zip Code)
Common Stock, par value $.01 per share
(Title of Each Class)
The NASDAQ Stock Market LLC
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition
of “Large accelerated filer”, “Accelerated filer” and “Smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o
Smaller reporting company x
Non-accelerated filer o
Accelerated filer o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of December 31, 2011, the aggregate market value of the common stock of Registrant held by non-affiliates based upon the last sale price of the stock on such
date was $30,428,645
As of September 20, 2012, 19,095,713 shares of common stock of Registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the Registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in
connection with the solicitation of proxies for the Registrant’s 2012 Annual Meeting of Stockholders.
ITEM 1: BUSINESS.
PART I
NAPCO Security Technologies, Inc. ("NAPCO" or the "Company") was incorporated in December 1971 in the State of Delaware. Its executive offices are located at
333 Bayview Ave, Amityville NY 11701. Its telephone number is (631) 842-9400.
The Company is a diversified manufacturer of security products, encompassing electronic locking devices, intrusion and fire alarms and building access control
systems. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold worldwide principally to
independent distributors, dealers and installers of security equipment.
Website Access to Company Reports
Copies of our filings under the Securities Exchange Act of 1934 (including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-
K and all amendments to these reports) are available free of charge on our website (www.napcosecurity.com) on the same day they are electronically filed with the
Securities and Exchange Commission.
Acquisition
On August 18, 2008, the Company, through the formation of a new subsidiary, Marks USA I, LLC (“Marks”), acquired substantially all of the assets and business of
G. Marks Hardware, Inc. for $25.2 million, the repayment of $1 million of bank debt and the assumption of certain current liabilities. In August 2009, the Company
completed the move of all operations of Marks to its Dominican plant and into the Company’s corporate headquarters in Amityville. The Marks business involves the
manufacturing and distribution of door-locking devices.
Products
Access Control Systems. Access control systems consist of one or more of the following: various types of identification readers (e.g. card readers, hand scanners,
etc.), a control panel, a PC-based computer and electronically activated door-locking devices. When an identification card or other identifying information is entered
into the reader, the information is transmitted to the control panel/PC which then validates the data and determines whether to grant access or not by electronically
deactivating the door locking device. An electronic log is kept which records various types of data regarding access activity.
The Company designs, engineers, manufactures and markets the software and control panels discussed above. It also buys and resells various identification readers,
PC-based computers and various peripheral equipment for access control systems.
Alarm Systems. Alarm systems usually consist of various detectors, a control panel, a digital keypad and signaling equipment. When a break-in occurs, an intrusion
detector senses the intrusion and activates a control panel via hard-wired or wireless transmission that sets off the signaling equipment and, in most cases, causes a
bell or siren to sound. Communication equipment such as a digital communicator may be used to transmit the alarm signal to a central station or another person
selected by a customer.
The Company manufactures and markets the following products for alarm systems:
Automatic Communicators. When a control panel is activated by a signal from an intrusion detector, it activates a communicator that can automatically dial
one or more pre-designated telephone numbers. If programmed to do so, a digital communicator dials the telephone number of a central monitoring station
and communicates in computer language to a digital communicator receiver, which prints out an alarm message.
Control Panels. A control panel is the "brain" of an alarm system. When activated by any one of the various types of intrusion detectors, it can activate an
audible alarm and/or various types of communication devices. For marketing purposes, the Company refers to its control panels by the trade name, generally
"Gemini(TM)" and "Magnum Alert(TM)" followed by a numerical designation.
1
Combination Control Panels/Digital Communicators and Digital Keypad Systems. A combination control panel, digital communicator and a digital keypad
(a plate with push button numbers as on a telephone, which eliminates the need for mechanical keys) has continued to be the leading configuration in terms
of dealer and consumer preference. Benefits of the combination format include the cost efficiency resulting from a single microcomputer function, as well as
the reliability and ease of installation gained from the simplicity and sophistication of micro-computer technology.
Door Security Devices. The Company manufactures a variety of exit alarm locks including simple dead bolt locks, door alarms, mechanical door locks and
microprocessor-based electronic door locks with push button and card reader operation.
Fire Alarm Control Panel. Multi-zone fire alarm control panels, which accommodate an optional digital communicator for reporting to a central station, are
also manufactured by the Company.
Area Detectors. The Company's area detectors are both passive infrared heat detectors and combination microwave/passive infrared detectors that are linked
to alarm control panels. Passive infrared heat detectors respond to the change in heat patterns caused by an intruder moving within a protected area.
Combination units respond to both changes in heat patterns and changes in microwave patterns occurring at the same time.
Video Surveillance Systems
Video surveillance systems typically consist of one or more video cameras, a control panel and a video monitor or PC. More advanced systems can also include a
recording device and some type of remote communication device such as an internet connection to a PC or browser-enabled cell phone. The system allows the user to
monitor various locations at once while recorders save the video images for future use. Remote communication devices can allow the user to view and control the
system from a remote location.
The Company designs, engineers, and markets the software and control panels discussed above. It also buys and resells various video cameras, PC-based computers
and peripheral equipment for video surveillance systems.
Peripheral Equipment
The Company also markets peripheral and related equipment manufactured by other companies. Revenues from peripheral equipment have not been significant.
Research and Development
The Company's business involves a high technology element. During the fiscal years ended June 30, 2012 and 2011, the Company expended approximately
$4,264,000 and $4,392,000, respectively, on Company-sponsored research and development activities conducted by its engineering department to develop and
improve the Products. The Company intends to continue to conduct a significant portion of its future research and development activities internally.
Employees
As of June 30, 2012, the Company had 957 full-time employees.
Marketing
The Company's staff of 42 sales and marketing support employees located at the Company's Amityville offices sells and markets the Products primarily to
independent distributors and wholesalers of security alarm and security hardware equipment. Management estimates that these channels of distribution represented
approximately 53% and 50% of the Company's total sales for each of the fiscal years ended June 30, 2012 and 2011, respectively. The remaining revenues are
primarily from installers and governmental institutions. The Company's sales representatives periodically contact existing and potential customers to introduce new
products and create demand for those as well as other Company products. These sales representatives, together with the Company's technical personnel, provide
training and other services to wholesalers and distributors so that they can better service the needs of their customers. In addition to direct sales efforts, the Company
advertises in technical trade publications and participates in trade shows in major United States and European cities.
In the ordinary course of the Company's business the Company grants extended payment terms to certain customers. For further discussion on Accounts Receivable
and Concentration of Credit Risk see disclosures included in Item 7.
2
Competition
The security alarm products industry is highly competitive. The Company's primary competitors are comprised of approximately 20 other companies that
manufacture and market security equipment to distributors, dealers, central stations and original equipment manufacturers. The Company believes that no one of
these competitors is dominant in the industry. Certain of these companies have substantially greater financial and other resources than the Company.
The Company competes primarily on the basis of the features, quality, reliability and pricing of, and the incorporation of the latest innovative and technological
advances into, its Products. The Company also competes by offering technical support services to its customers. In addition, the Company competes on the basis of
its expertise, its proven products, its reputation and its ability to provide Products to customers on a timely basis. The inability of the Company to compete with
respect to any one or more of the aforementioned factors could have an adverse impact on the Company's business.
Relatively low-priced "do-it-yourself" alarm system products are available to the public at retail stores. The Company believes that these products compete with the
Company only to a limited extent because they appeal primarily to the "do-it-yourself" segment of the market. Purchasers of such systems do not receive professional
consultation, installation, service or the sophistication that the Company's Products provide.
Seasonality
The Company's fiscal year begins on July 1 and ends on June 30. Historically, the end users of Napco'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. Further deterioration of the current
economic conditions may also affect this trend.
Raw Materials
The Company prepares specifications for component parts used in the Products and purchases the components from outside sources or fabricates the components
itself. These components, if standard, are generally readily available; if specially designed for the Company, there is usually more than one alternative source of
supply available to the Company on a competitive basis. The Company generally maintains inventories of all critical components. The Company for the most part is
not dependent on any one source for its raw materials.
Sales Backlog
In general, orders for the Products are processed by the Company from inventory. A sales backlog of approximately $1,482,000 and $2,002,000 existed as of June 30,
2012 and 2011, respectively. The Company expects to fill all of the backlog that existed as of June 30, 2012 during fiscal 2013.
.
Government Regulation
The Company's telephone dialers, microwave transmitting devices utilized in its motion detectors and any new communication equipment that may be introduced
from time to time by the Company must comply with standards promulgated by the Federal Communications Commission ("FCC") in the United States and similar
agencies in other countries where the Company offers such products, specifying permitted frequency bands of operation, permitted power output and periods of
operation, as well as compatibility with telephone lines. Each new Product that is subject to such regulation must be tested for compliance with FCC standards or the
standards of such similar governmental agencies. Test reports are submitted to the FCC or such similar agencies for approval. Cost of compliance with these
regulations has not been material.
Patents and Trademarks
The Company has been granted several patents and trademarks relating to the Products. While the Company obtains patents and trademarks as it deems appropriate,
the Company does not believe that its current or future success is dependent on its patents or trademarks.
3
Foreign Sales
The revenues and identifiable assets attributable to the Company's domestic and foreign operations for its last two fiscal years are summarized in the following table:
Financial Information Relating to Domestic and Foreign Operations
Sales to external customers(1):
Domestic
Foreign
Total Net Sales
Identifiable assets:
United States
Dominican Republic (2)
Other foreign countries
Total Identifiable Assets
2012
2011
(in thousands)
$
$
$
$
67,311 $
3,617
70,928 $
50,838 $
13,912
--
64,750 $
66,793
4,599
71,392
54,426
14,342
27
68,795
(1) All of the Company's sales originate 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 total Net Sales.
(2) Consists primarily of inventories (2012 = $9,866,000; 2011 = $9,955,000) and fixed assets (2012 = $3,936,000; 2011 = $4,189,000) located at the Company's
principal manufacturing facility in the Dominican Republic.
ITEM 1A: RISK FACTORS
The risks described below are among those that could materially and adversely affect the Company’s business, financial condition or results of operations. These
risks could cause actual results to differ materially from historical experience and from results predicted by any forward-looking statements related to conditions or
events that may occur in the future.
Our Business Could Be Materially Adversely Affected as a Result of General Economic and Market Conditions
We are subject to the effects of general economic and market conditions. Since October 2008, the U.S. and international economies have experienced a significant
downturn and continue to be at depressed levels. In the event that the U.S. or international financial markets erode further, our revenue, profit and cash-flow levels
could be materially adversely affected in future periods. If the worldwide economic downturn worsens, many of our current or potential future customers may
experience serious cash flow problems and as a result may, modify, delay or cancel purchases of our products. Additionally, customers may not be able to pay, or may
delay payment of, accounts receivable that are owed to us. Furthermore, the ongoing downturn and economic uncertainty makes it difficult for us to forecast our
revenues.
Our Business Could Be Materially Adversely Affected as a Result of the Inability to Maintain Adequate Financing
Our business is dependent on maintaining the financing used in the Marks acquisition and to fund operations. The current debt facilities provide for quarterly
principal debt repayments of approximately $400,000 plus interest that are in addition to the Company’s historical cash-flow requirements and certain financial
covenants relating to ratios affected by profit, asset and debt levels. If the Company’s profits, asset or cash-flow levels decline below the minimums required to meet
these covenants or to make the minimum debt payments, the Company may be materially adversely affected. Effects on the Company could include higher interest
costs, reduction in borrowing availability or revocation of these credit facilities.
We Are Dependent Upon the Efforts of Richard L. Soloway, Our Chief Executive Officer and There is No Succession Plan in Place
The success of the Company is largely dependent on the efforts of Richard L. Soloway, Chief Executive Officer. The loss of his services could have a material
adverse effect on the Company's business and prospects. There is currently no succession plan.
4
Competitors May Develop New Technologies or Products in Advance of Us
Our business may be materially adversely affected by the announcement or introduction of new products and services by our competitors, and the implementation of
effective marketing or sales strategies by our competitors. There can be no assurance that competitors will not develop products that are superior to the Company's
products. Further, there can be no assurance that the Company will not experience additional price competition, and that such competition may not adversely affect
the Company's position and results of operations.
The Company's Products are Subject to Technological Changes from Time to Time, Which may Result in Increased Research and Developments Expenditures to
Attract or Retain Customers
The industry in which the Company operates is characterized by constantly improved products. Future success will depend, in part, on our ability to continue to
develop and market products and product enhancements cost-effectively, which will require continued expenditures for product engineering, sales and
marketing. The Company's research and development expenditures are principally targeted at enhancing existing products, and to a lesser extent at developing new
ones. If the Company cannot modify its products to meet its customers' changing needs, we may lose sales.
Our Business Could Be Materially Adversely Affected by the Inability to Maintain Expense Levels Proportionate to Sales Volume
While Management has completed a program to reduce expense levels relative to current sales levels, if sales levels decrease significantly and we are unable to
decrease expenses proportionately, our business may be adversely affected.
Our Business Could Be Materially Adversely Affected as a Result of Housing and Commercial Building Market Conditions
We are subject to the effects of housing and commercial building market conditions. If these conditions deteriorate further, resulting in a additional declines in new
housing or commercial building starts, existing home or commercial building sales or renovations, our business, results of operations or financial condition could be
materially adversely affected beyond the current levels, particularly in our intrusion and door locking product lines.
Our Business Could Be Materially Adversely Affected as a Result of Lessening Demand in the Security Market
Our revenue and profitability depend on the overall demand for our products. Continued or worsening delays or reductions in spending, domestically or
internationally, for electronic security systems could further materially adversely affect demand for our products, which could result in decreased revenues or
earnings.
The Markets We Serve Are Highly Competitive and We May Be Unable to Compete Effectively
We compete with approximately 20 other companies that manufacture and market security equipment to distributors, dealers, control stations and original equipment
manufacturers. Some of these companies may have substantially greater financial and other resources than the Company. The Company competes primarily on the
basis of the features, quality, reliability and pricing of, and the incorporation of the latest innovative and technological advances into, its products. The Company also
competes by offering technical support services to its customers. In addition, the Company competes on the basis of its expertise, its proven products, its reputation
and its ability to provide products to customers on a timely basis. The inability of the Company to compete with respect to any one or more of the aforementioned
factors could have an adverse impact on the Company's business.
Our Business Could be Materially Adversely Affected as a Result of Offering Extended Payment Terms to Customers
We regularly grant credit terms beyond 30 days to certain customers. These terms are offered in an effort to keep a full line of our products in-stock at our customers’
locations. The longer terms that are granted, the more risk is inherent in collection of those receivables. We believe that our Bad Debt reserves are adequate to
account for this inherent risk.
We Rely On Distributors To Sell Our Products And Any Adverse Change In Our Relationship With Our Distributors Could Result In A Loss Of Revenue And Harm
Our Business.
We distribute our products primarily through independent distributors and wholesalers of security alarm and security hardware equipment. Our distributors and
wholesalers also sell our competitors' products, and if they favor our competitors' products for any reason, they may fail to market our products as effectively or to
devote resources necessary to provide effective sales, which would cause our results to suffer. In addition, the financial health of these distributors and wholesalers
and our continuing relationships with them are important to our success. Some of these distributors and wholesalers may be unable to withstand adverse changes in
business conditions. Our business could be seriously harmed if the financial condition of some of these distributors and wholesalers substantially weakens.
5
Members of Management and Certain Directors Beneficially Own a Substantial Portion of the Company’s Common Stock and May Be in a Position to Determine the
Outcome of Corporate Elections
Richard L. Soloway, our Chief Executive Officer, members of management and the Board of Directors beneficially own 31.4% of the currently outstanding shares of
Common Stock. By virtue of such ownership and their positions with Napco, they may have the practical ability to determine the election of all directors and control
the outcome of substantially all matters submitted to Napco’s stockholders.
In addition, Napco has a staggered Board of Directors. Such concentration of ownership and the staggered Board could have the effect of making it more difficult
for a third party to acquire, or discourage a third party from seeking to acquire, control of Napco.
Our Business Could Be Materially Adversely Affected by an Increase in the Exchange Rate of the Dominican Peso
We are exposed to foreign currency risks due to our operations in the Dominican Republic. We have significant operations in the Dominican Republic which are
denominated in Dominican pesos. We are subject to the risk that currency exchange rates between the United States and the Dominican Republic will fluctuate,
potentially resulting in an increase in some of our expenses when US dollars are transferred to Dominican pesos to pay these expenses.
Our Business Could Be Materially Adversely Affected by the Integration of Marks into Our Existing Operations
Our business is dependent on the continued effective integration of the acquired Marks business, technologies, product lines and employees into our organization. If
this integration deteriorates, our business may be materially adversely affected.
ITEM 1B: UNRESOLVED STAFF COMMENTS.
Not applicable.
ITEM 2: PROPERTIES.
The Company owns executive offices and production and warehousing facilities at 333 Bayview Avenue, Amityville, New York. This facility consists of a fully-
utilized 90,000 square foot building on a six acre plot. This six-acre plot provides the Company with space for expansion of office, manufacturing and storage
capacities.
The Company's foreign subsidiary located in the Dominican Republic, Napco DR, S.A. (formerly known as NAPCO/Alarm Lock Grupo International, S.A.), owns a
building of approximately 167,000 square feet of production and warehousing space in the Dominican Republic. That subsidiary also leases the land associated with
this building under a 99-year lease expiring in the year 2092. As of June 30, 2012, a majority of the Company's products were manufactured at this facility, utilizing
U.S. quality control standards.
Management believes that these facilities are more than adequate to meet the needs of the Company in the foreseeable future.
ITEM 3: LEGAL PROCEEDINGS.
There are no pending or threatened material legal proceedings to which NAPCO or its subsidiaries or any of their property is subject.
In the normal course of business, the Company is a party to claims and/or litigation. Management believes that the settlement 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.
ITEM 4: MINE SAFETY DISCLOSURE.
Not Applicable.
6
PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
Principal Market
NAPCO's Common Stock is traded on the NASDAQ Stock Market, Global Market System, under the symbol NSSC.
The tables set forth below reflect the range of high and low sales of the Common Stock in each quarter of the past two fiscal years as reported by the NASDAQ
Global Market System.
Common Stock
Sept. 30
Quarter Ended Fiscal 2012
Dec. 31
March 31
June 30
High
Low
Common Stock
High
Low
$
$
$
$
2.98 $
2.28 $
2.51 $
1.97 $
3.13 $
2.29 $
3.13
2.67
Sept. 30
Quarter Ended Fiscal 2011
Dec. 31
March 31
June 30
2.05 $
1.66 $
1.95 $
1.62 $
2.35 $
1.68 $
3.00
2.12
Approximate Number of Security Holders
The number of holders of record of NAPCO's Common Stock as of September 17, 2012 was 111 (such number does not include beneficial owners of stock held in
nominee name).
Dividend Information
NAPCO has declared no cash dividends during the past two years with respect to its Common Stock, and the Company does not anticipate paying any cash dividends
in the foreseeable future. Any cash dividends must be approved by the Company's lenders.
Equity Compensation Plan Information as of June 30, 2012
NUMBER OF
SECURITIES TO BE
ISSUED UPON
EXERCISE OF
OUTSTANDING
OPTIONS
(a)
WEIGHTED AVERAGE
EXERCISE PRICE OF
OUTSTANDING
OPTIONS
(b)
NUMBER OF
SECURITIES
REMAINING
AVAILABLE FOR
FUTURE ISSUANCE
(EXCLUDING
SECURITIES
REFLECTED IN
COLUMN (a)
(c)
1,410,140 $
—
1,410,140 $
2.99
—
2.99
365,000
—
365,000
PLAN CATEGORY
Equity compensation plans approved by security holders:
Equity compensation plans not approved by security holders:
Total
The Non-employee Stock Option plan expired in September 2010. No further options may be granted under this Plan.
7
ITEM 6: SELECTED FINANCIAL DATA.
The table below summarizes selected financial information. For further information, refer to the audited consolidated financial statements and the notes thereto
beginning on page FS-1 of this report.
Statement of earnings data:
Net Sales
Gross Profit
Impairment of Goodwill and intangible assets
Income (Loss) from Operations
Net Income (Loss)
Cash Flow Data:
Net cash flows provided by (used in) operating activities
Net cash flows used in investing activities
Net cash flows (used in) provided by financing activities
Per Share Data:
Net earnings (loss) per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Cash Dividends declared per common share (2)
Balance sheet data:
Working capital (3)
Total assets
Long-term debt (3)
Stockholders' equity
$
$
$
$
$
2012(1)
Fiscal Year Ended and at June 30
(In thousands, except share and per share data)
2009(1)
2010(1)
2011(1)
2008
$
70,928
21,152
--
3,811
2,286
$
71,392
20,101
400
2,513
1,121
$
67,757
14,522
923
(5,211)
(6,500)
4,096
(606)
(3,588)
4,364
(737)
(6,072)
5,285
(300)
(3,572)
$
69,565
15,096
9,686
(14,917)
(13,382)
6,792
(25,229)
19,781
68,367
20,412
--
3,137
3,718
3,784
(1,045)
(1,722)
.12
.12
$
$
.06
.06
$
$
(.34)
(.34)
$
$
(.70) $
(.70) $
.19
.19
19,096,000
19,303,000
.00
32,205
64,750
18,657
37,723
$
$
19,096,000
19,176,000
.00
29,185
68,795
20,205
35,429
$
$
19,096,000
19,096,000
.00
3,502
73,668
--
34,242
$
$
19,096,000
19,096,000
.00
22,404
81,586
18,749
40,515
$
$
19,263,000
19,802,000
.00
41,293
76,723
12,400
53,542
(1)
(2)
Includes the operations and assets of Marks USA I which was acquired in August 2008.
The Company has never paid a dividend on its common stock. It is the policy of the Board of Directors to retain earnings for use in the Company's business.
Any dividends must be approved by the Company's primary lenders.
(3) Working capital is calculated by deducting Current Liabilities from Current Assets. As of June 30, 2010, the Company and its banks were in negotiations to
amend and restate the existing terms of the credit facilities and term loan. Because the closing and final waivers occurred after the filing date of the June 30,
2010 Form 10-K, the Company classified this debt as current as of June 30, 2010. Upon completion of the closing this debt has been reclassified as long-term.
8
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
The Company is a diversified manufacturer of security products, encompassing intrusion and fire alarms, building access control systems and electronic locking
devices. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold worldwide principally to
independent distributors, dealers and installers of security equipment. International sales accounted for approximately 5% and 6% of our revenues for the fiscal years
ended June 30, 2012 and 2011 respectively.
The Company owns and operates manufacturing facilities in Amityville, New York and the Dominican Republic. A significant portion of our operating costs are
fixed, and do not fluctuate with changes in production levels or utilization of our manufacturing capacity. As production levels rise and factory utilization increases,
the fixed costs are spread over increased output, which should improve profit margins. Conversely, when production levels decline our fixed costs are spread over
reduced levels, thereby decreasing margins.
The security products market is characterized by constant incremental innovation in product design and manufacturing technologies. Generally, the Company devotes
6-8% of revenues to research and development (R&D) on an annual basis. Products resulting from our R&D investments in fiscal 2011 did not contribute materially
to revenue during this fiscal year, but should benefit the Company over future years. In general, the new products introduced by the Company are initially shipped in
limited quantities, and increase over time. Prices and manufacturing costs tend to decline over time as products and technologies mature.
Economic and Other Factors
Since October 2008, the U.S. and international economies have experienced a significant downturn and continue to be at depressed levels. In the event that the U.S.
or international financial markets erode further, our revenue, profit and cash-flow levels could be materially adversely affected in future periods. If the worldwide
economic downturn worsens, many of our current or potential future customers may experience serious cash flow problems and as a result may, modify, delay or
cancel purchases of our products. Additionally, customers may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Furthermore, the
ongoing downturn and economic uncertainty makes it difficult for us to forecast our revenues.
Seasonality
The Company's fiscal year begins on July 1 and ends on June 30. Historically, the end users of Napco'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. Further deterioration of the current
economic conditions may also affect this trend.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in
conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make 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. Critical estimates include management's judgments associated with revenue
recognition, reserves for sales returns and allowances, concentration of credit risk, inventories, goodwill and other intangible assets and income taxes.
Revenue Recognition
Revenues from merchandise sales are recorded at the time the product is shipped or delivered to the customer pursuant to the terms of sale. We report our sales levels
on a net sales basis, which is computed by deducting from gross sales the amount of actual returns received and an amount established for anticipated returns and
other allowances.
9
Our sales return accrual is a subjective critical estimate that has a direct impact on reported net sales and income. This accrual is calculated based on a history of
gross sales and actual sales returns, as well as management's estimate of anticipated returns and allowances. As a percentage of gross sales, sales returns, rebates and
allowances were 6% and 7% for fiscal years ended June 30, 2012 and 2011, respectively.
Concentration of 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 of 15% and 17% of the Company’s accounts receivable at June 30, 2012 and 2011, respectively.
Sales to this customer did not exceed 10% of net sales in any of the past three fiscal years.
In the ordinary course of business, we have established a reserve for doubtful accounts and customer deductions in the amount of $200,000 and $255,000 as of June
30, 2012 and 2011, respectively. The decrease from fiscal 2011 to 2012 was due to the Company writing off certain receivables during fiscal 2012 which had been
reserved for as of June 30, 2011. Our 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.
Inventories
Inventories are valued at the lower of cost or fair market value, with cost being determined on the first-in, first-out (FIFO) method. 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 difference between the cost of the inventory and its estimated market
value, based on various product sales projections. This reserve is calculated using an estimated obsolescence percentage applied to the inventory based on age,
historical trends, requirements to support forecasted sales, and the ability to find alternate applications of its raw materials and to convert finished product into
alternate versions of the same product to better match customer demand. There is inherent professional judgment and subjectivity made by both production and
engineering members of management in determining the estimated obsolescence percentage. For the fiscal years 2012 and 2011, net charges and balances in these
reserves amounted to $504,000 and $3,038,000; and $694,000 and $2,534,000, respectively. In addition, and as necessary, the Company may establish specific
reserves for future known or anticipated events.
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.
Goodwill and Other Intangible Assets
The Company evaluates its Goodwill and Other Intangible Assets for impairment at least on an annual basis. Those intangible assets that are classified as goodwill or
as other intangibles with indefinite lives are not amortized.
Impairment testing is performed in two steps: (i) the Company determines impairment by comparing the fair value of a reporting unit with its carrying value, and (ii)
if there is impairment, the Company measures the amount of impairment loss by comparing the implied fair value of goodwill and other intangible assets with the
carrying amount of that goodwill and other intangible assets.
At the conclusion of the fiscal 2012, the Company performed its annual impairment evaluation and determined that its intangible assets were not impaired.
10
At the conclusion of the fiscal 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.
Self-funded Employee Health Benefit Plan
Effective March 2012, the Company converted its employee health benefit plan from a self-insured plan to a fully-insured plan. The Company recorded claims as
they were paid and records an accrual for unpaid claims based upon the date of service or date incurred. The Company has accrued $50,000 at June 30, 2012 in
connection with its self-insured liability for any potential unreported claims.
Income Taxes
The Company has identified its U.S. Federal income tax return and its State return in New York as its major tax jurisdictions. The fiscal 2008 and forward years are
still open for examination.
During the year ended June 30, 2011, the Company completed a research and development credit study. The study included the years June 30, 2007 through June 30,
2011 to determine the amount of R&D credits to which the Company is entitled. The Company filed amended tax returns for these years to establish the credits and
generated an income tax benefit of $885,401. Due to the nature of the credits, the Company established a reserve under ASC 740-10 of $165,000.
During the year ending June 30, 2012 the Company decreased its reserve for uncertain income tax positions by $39,000. As of June 30, 2012 the Company has a
long-term accrued income tax liability of $126,000. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax
expense and accrued income taxes. As of June 30, 2012, the Company had accrued interest totaling $0 and $126,000 of unrecognized net tax benefits that, if
recognized, would favorably affect the Company’s effective income tax rate in any future period.
For the year ended June 30, 2012, the Company recognized a net income tax benefit of $39,000.
A reconciliation of the U.S. Federal statutory income tax rate to our actual effective tax rate on earnings before income taxes for fiscal 2012 is as follows (dollars in
thousands):
Tax at Federal statutory rate
Increases (decreases) in taxes resulting from:
Meals and entertainment
State income taxes, net of Federal income tax benefit
Foreign source income and taxes
Stock based compensation expense
Tax reserve reversal
R&D Credit Refund
Other, net
Effective tax rate
Liquidity and Capital Resources
Amount
% of Pre-tax
Income
$
868
34.0 %
56
39
(515)
3
(61)
(81)
(42)
267
2.2 %
1.5 %
(20.2)%
0.1 %
(2.4)%
(3.2)%
(1.6)%
10.4 %
$
The Company's cash on hand combined with proceeds from operating activities during fiscal 2012 were adequate to meet the Company's capital expenditure needs
and debt obligations. The Company's primary internal source of liquidity is the cash flow generated from operations. The primary source of external financing is a
revolving credit facility of $11,000,000 (the “Revolving Credit Facility”) which expires in June 2017. As of June 30, 2012 $7,757,000 was outstanding under this
revolving line of credit. As of June 30, 2012, the Company's unused sources of funds consisted principally of $2,979,000 in cash and $3,243,000 available under its
revolving line of credit.
11
On June 29, 2012, the Company entered into a Third Amended and Restated Credit Agreement with the Company, as the Borrower, and HSBC Bank USA, National
Association as Lender, Administrative Agent and Collateral Agent (the “Agreement”). Prior to closing on June 29, 2012, $8,600,000 was outstanding under the
existing $11,100,000 revolving credit facility and $12,500,000 was outstanding under the existing term loan. The Agreement amended and restated the previous
revolving credit facility and term loan and provides for a revolving credit facility of $11,000,000 (the “Revolving Credit Facility”) which expires in June 2017 and
two term loans, one for $6,000,000 which expires in June 2019, and one for $6,500,000 which expires in June 2017 (the “Term Loans”). Repayment of the Terms
Loans commences on September 30, 2012. The $6,000,000 Term Loan is being repaid with 28 equal, quarterly payments of $75,000 and the remaining balance of
$3,900,000 due on or before the expiration date. The $6,500,000 Term Loan is being repaid in 20 equal, quarterly payments of $325,000. The Agreement also
provides for a LIBOR-based interest rate option of LIBOR plus 2.0% to 2.75%, depending on the ratio of outstanding debt to EBITDA, which is to be measured and
adjusted quarterly, a prime rate-based option of the prime rate plus 0.25% and other terms and conditions as more fully described in the Agreement. In addition, the
Agreement provides for availability under the Revolving Credit Facility to be limited to the lesser of $11,000,000 or the result of a borrowing base formula based
upon the Company’s Accounts Receivables and Inventory values net of certain deductions. The Company’s obligations under the Agreement continue to be secured
by all of its assets, including but not limited to, deposit accounts, accounts receivable, inventory, the Company’s corporate headquarters in Amityville, NY, equipment
and fixtures and intangible assets. In addition, the Company’s wholly-owned subsidiaries, with the exception of the Company’s foreign subsidiaries, have issued
guarantees and pledges of all of their assets to secure the Company’s obligations under the Agreement. All of the outstanding common stock of the Company’s
domestic subsidiaries and 65% of the common stock of the Company’s foreign subsidiaries has been pledged to secure the Company’s obligations under the
Agreement.
The agreements contain various restrictions and covenants including, among others, restrictions on payment of dividends, restrictions on borrowings and compliance
with certain financial ratios, as defined in the restated agreement.
Management believes that current working capital and cash flows from operations as well as borrowing availability under the revolving line of credit described above
will be sufficient to fund the Company's operations through at least the first quarter of fiscal 2014.
The Company takes into consideration a number of factors in measuring its liquidity, including the ratios set forth below:
Current Ratio
Sales to Receivables
Total debt to equity
As of June 30,
2012
4.9 to 1
4.3 to 1
.54 to 1
2011
3.2 to 1
4.0 to 1
.67 to 1
As of June 30, 2012, the Company had no material commitments for capital expenditures or inventory purchases other than purchase orders issued in the normal
course of business. On April 26, 1993, the Company's foreign subsidiary entered into a 99-year land lease of approximately 4 acres of land in the Dominican
Republic, at an annual cost of approximately $288,000.
On August 18, 2008, the Company, pursuant to an Asset Purchase Agreement with Marks, acquired substantially all of the assets and business for $25 million, the
repayment of $1 million of bank debt and the assumption of current liabilities. The Marks business involves the manufacturing and distribution of door-locking
devices. The Company funded the acquisition with a term loan from its lenders, which was amended in June 2012 as described above. The acquisition was
accounted for as a purchase and was valued based on management’s estimate of the fair value of the assets acquired and liabilities assumed.
Working Capital. Working capital increased by $3,020,000 to $32,205,000 at June 30, 2012 from $29,185,000 at June 30, 2011. Working capital is calculated by
deducting Current Liabilities from Current Assets.
Accounts Receivable. Accounts Receivable decreased by $1,232,000 to $16,408,000 at June 30, 2012 as compared $17,640,000 at June 30, 2011. The decrease in
Accounts Receivable was due primarily to a decrease of $736,000 in net sales in the quarter ended June 30, 2012 as compared to the quarter ended June 30, 2011 as
well as the Company granting less extended payment terms to its customers for the same period.
12
Inventories. Inventories, which include both current and non-current portions, decreased by $905,000 to $23,282,000 at June 30, 2012 as compared to $24,187,000 at
June 30, 2011. The decrease was due primarily to the Company’s improved production planning and forecasting as well as an increase of $504,000 to the inventory
reserve.
Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses decreased by $2,421,000 to $6,566,000 as of June 30, 2012 as compared to
$8,987,000 at June 30, 2011. This decrease is primarily due to decreased purchases of raw materials during the quarter ended June 30, 2012 as compared to June 30,
2011.
Off-Balance Sheet Arrangements
The Company does not maintain any off-balance sheet arrangements.
Contractual Obligations
The following table summarizes the Company's contractual obligations by fiscal year:
Payments due by period:
Contractual obligations
Long-term debt obligations
Land lease (80 years remaining) (1)
Operating lease obligations
Other long-term obligations (employment agreement) (1)
$
Total
20,257,000 $
23,040,000
62,000
587,000
Less than 1 year
1-3 years
3-5 years
1,600,000 $
288,000
39,000
587,000
3,200,000 $
576,000
22,000
-
10,957,000 $
576,000
1,000
-
More than 5
years
4,500,000
21,600,000
-
-
Total
$
43,946,000 $
2,514,000 $
3,798,000 $
11,534,000 $
26,100,000
(1) See footnote 10 to the accompanying consolidated financial statements.
Results of Operations
Fiscal 2012 Compared to Fiscal 2011
Net sales
Gross profit
Gross profit as a % of net sales
Selling, general and administrative
Selling, general and administrative as a % of net sales
Impairment of goodwill and other intangibles
Income from operations
Interest expense, net
Other expense, net
Provision (benefit) for income taxes
Net income
Fiscal year ended June 30,
2012
2011
% Increase/
(decrease)
71,392
20,101
28.2%
17,188
24.1%
400
2,513
1,660
46
(314)
1,121
(0.6)%
5.2%
5.7%
0.9%
1.2%
(100.0)%
51.7%
(30.8)%
137.0%
185.0%
103.9%
$
70,928
21,152
$
29.8%
17,341
24.4%
0
3,811
1,149
109
267
2,286
13
Net sales in fiscal 2012 remained relatively constant at $70,928,000 as compared to $71,392,000 in fiscal 2011. Sales was affected primarily by decreased sales of the
Company’s Marks brand door-locking products ($2,981,000) and foreign sales of the Company’s intrusion products ($982,000) and was partially offset by increases
in the Company’s domestic intrusion products ($1,773,000), Alarm Lock brand door locking products ($1,405,000), and access control products ($321,000).
The Company's gross profit increased by $1,051,000 to $21,152,000 or 29.8% of net sales in fiscal 2012 as compared to $20,101,000 or 28.2% of net sales in fiscal
2011. Gross profit and gross profit as a percentage of net sales was primarily affected by a positive shift in product mix in fiscal 2012 as well as reductions in
overhead expenses resulting from increases in efficiency in the Company’s production planning, procurement and manufacturing processes.
Selling, general and administrative expenses as a percentage of net sales increased to 24.4% in fiscal 2012 from 24.1% in fiscal 2011. Selling, general and
administrative expenses for fiscal 2012 remained relatively constant at $17,341,000 as compared to $17,188,000 in fiscal 2011. The increase as a percentage of sales
resulted primarily from the slight increase in expenses as well as the slight decrease in net sales.
Interest expense for fiscal 2012 decreased by $511,000 to $1,149,000 from $1,660,000 for the same period a year ago. The decrease in interest expense is primarily
the result of the decrease in interest rates charged by the Company’s primary banks as well as the Company’s reduction of its outstanding borrowings under its
revolving line of credit and its term loan.
Other expenses increased $63,000 to $109,000 in fiscal 2012 as compared to $46,000 in fiscal 2011.
The Company’s provision for income taxes for fiscal 2012 increased by $581,000 to a provision of $267,000 as compared to a benefit of $314,000 for the same
period a year ago. The increase in the income taxes from fiscal 2011 to fiscal 2012 resulted primarily from the increase in income before income taxes as well as a
benefit of recognizing multiple years of R&D tax credits in fiscal 2011.
Net income for fiscal 2012 increased by $1,165,000 to $2,286,000 as compared to $1,121,000 in fiscal 2011. This resulted primarily from the items discussed above
as well as an impairment charge of $400,000 recorded in fiscal 2011 relating to intangible assets.
Forward-looking Information
This Annual Report on Form 10-K and the information incorporated by reference may include "Forward-Looking Statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. The Company intends the Forward-Looking Statements to be covered by the Safe Harbor
Provisions for Forward-Looking Statements. All statements regarding the Company's expected financial position and operating results, its business strategy, its
financing plans and the outcome of any contingencies are Forward-Looking Statements. The Forward-Looking Statements are based on current estimates and
projections about our industry and our business. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," or variations of such
words and similar expressions are intended to identify such Forward-Looking Statements. The Forward-Looking Statements are subject to risks and uncertainties that
could cause actual results to differ materially from those set forth or implied by any Forward-Looking Statements. For example, the Company is highly dependent on
its Chief Executive Officer for strategic planning. If he is unable to perform his services for any significant period of time, the Company's ability to grow could be
adversely affected. In addition, factors that could cause actual results to differ materially from the Forward-Looking Statements include, but are not limited to, the
uncertain economic, military and political conditions in the world, the ability to maintain adequate financing, continuation of the services of Richard Soloway, out
Chief Executive Officer, our ability to maintain and develop competitive products, adverse tax consequences of offshore operations, significant fluctuations in the
exchange rate between the Dominican Peso and the U.S. Dollar, distribution problems, unforeseen environmental liabilities, and the successful integration of Marks
into our existing operations. The Company’s Risk Factors are discussed in more detail in Item 1A.
14
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's principal financial instrument is debt (consisting of a revolving credit facility and two term loans) that provides for interest at a spread above the
prime rate. The Company is affected by market risk exposure primarily through the effect of changes in interest rates on amounts payable by the Company under this
credit facility. At June 30, 2012, an aggregate principal amount of approximately $20,257,000 was outstanding under the Company's credit facility with a weighted
average interest rate of approximately 3.1%. If principal amounts outstanding under the Company's credit facility remained at this year-end level for an entire year
and the prime rate increased or decreased, respectively, by 1% the Company would pay or save, respectively, an additional $203,000 in interest that year.
A significant number of foreign sales transactions by the Company are denominated in U.S. dollars. As such, the Company has shifted foreign currency exposure
onto many of its foreign customers. As a result, if exchange rates move against foreign customers, the Company could experience difficulty collecting unsecured
accounts receivable, the cancellation of existing orders or the loss of future orders. The foregoing could materially adversely affect the Company’s business,
financial condition and results of operations. In addition, the Company is exposed to foreign currency risk relative to expenses incurred in Dominican Pesos
(“RD$”), the local currency of the Company’s production facility in the Dominican Republic. The result of a 10% strengthening in the U.S. dollar to our RD$
expenses would result in an annual decrease in income from operations of approximately $600,000.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
a. Financial Statements: Financial statements required pursuant to this Item are presented on pages FS-1 through FS-25 of this report as follows:
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2012 and 2011
Consolidated Statements of Income for the Fiscal Years Ended June 30, 2012 and 2011
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended June 30, 2012 and 2011
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2012 and 2011
Notes to Consolidated Financial Statements
15
Page
FS-1
FS-2
FS-4
FS-5
FS-6
FS-7
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Napco Security Technologies, Inc. and Subsidiaries
Amityville, New York
We have audited the accompanying consolidated balance sheets of Napco Security Technologies, Inc. and Subsidiaries (the “Company”) as of June 30, 2012 and
2011, and the related consolidated statements of income, stockholders’ equity, and cash flows for the years then ended. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have,
nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Napco Security Technologies,
Inc. and Subsidiaries as of June 30, 2012 and 2011 and the consolidated results of their income and their consolidated cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.
/s/ Holtz Rubenstein Reminick LLP
Melville, New York
September 21, 2012
FS-1
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2012 and 2011
(In Thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Accounts receivable, net of reserves and allowances
Inventories
Prepaid expenses and other current assets
Deferred income taxes
Total Current Assets
Inventories - non-current
Deferred income taxes
Property, plant and equipment, net
Intangible assets, net
Other assets
TOTAL ASSETS
$
2012
2011
2,979 $
16,408
19,448
964
650
40,449
3,834
1,762
7,247
11,251
207
3,077
17,640
19,986
950
528
42,181
4,201
2,083
7,741
12,316
273
$
64,750 $
68,795
See accompanying notes to consolidated financial statements.
FS-2
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2012 and 2011
(In Thousands, Except Share Data)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long term debt
Accounts payable
Accrued expenses
Accrued salaries and wages
Accrued income taxes
Total Current Liabilities
Long-term debt, net of current maturities
Accrued income taxes
Total Liabilities
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
Additional paid-in capital
Retained earnings
Less: Treasury Stock, at cost (1,000,000 shares)
TOTAL STOCKHOLDERS' EQUITY
$
2012
2011
$
1,600
3,163
1,814
1,589
78
8,244
18,657
126
27,027
201
14,080
29,057
43,338
(5,615)
37,723
3,572
4,649
2,553
1,785
437
12,996
20,205
165
33,366
201
14,072
26,771
41,044
(5,615)
35,429
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
64,750 $
68,795
See accompanying notes to consolidated financial statements.
FS-3
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended June 30, 2012 and 2011
(In Thousands, Except Share and Per Share Data)
Net sales
Cost of sales
Gross Profit
Selling, general, and administrative expenses
Impairment of goodwill and other intangible assets
Operating Income
Other expense:
Interest expense, net
Other, net
Income before Provision (Benefit) for Income Taxes
Provision (benefit) for income taxes
Net Income
Income per share:
Basic
Diluted
Weighted average number of shares outstanding:
Basic
Diluted
2012
2011
$
70,928
49,776
$
21,152
17,341
--
3,811
1,149
109
1,258
2,553
267
2,286
$
0.12
0.12
$
$
$
$
$
71,392
51,291
20,101
17,188
400
2,513
1,660
46
1,706
807
(314)
1,121
0.06
0.06
19,096,000
19,303,000
19,096,000
19,176,000
See accompanying notes to consolidated financial statements.
FS-4
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended June 30, 2012 and 2011
(In Thousands, Except Share Data)
Common Stock
Treasury Stock
BALANCE June 30, 2010
Stock-based compensation expense
Net income
BALANCE June 30, 2011
Stock-based compensation expense
Net income
Number of
Shares
Issued
20,095,713 $
--
--
20,095,713
--
--
$
Additional
Paid-in
Capital
Amount
201 $
--
$
--
201
--
--
14,006
66
-
14,072
8
-
Number of
Shares
(1,000,000) $
-
Amount
Retained
Earnings
Total
(5,615) $
-
25,650 $
-
-
(1,000,000)
-
-
$
-
(5,615) $
-
-
1,121
26,771 $
-
2,286
34,242
66
1,121
35,429
8
2,286
BALANCE June 30, 2012
20,095,713
$
201
$
14,080
(1,000,000)
$
(5,615) $
29,057 $
37,723
See accompanying notes to consolidated financial statements.
FS-5
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended June 30, 2012 and 2011 (In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Impairment of goodwill and other intangibles
Charge to obsolescence reserve
Provision for doubtful accounts
Deferred income taxes
Non-cash stock based compensation expense
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Income tax receivable
Other assets
Accounts payable, accrued expenses, accrued salaries and wages, accrued income taxes
Net Cash Provided by Operating Activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant, and equipment
Net Cash Used in Investing Activities
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on debt
Cash paid for deferred financing costs
Net Cash Used in Financing Activities
Net Change in Cash and Cash Equivalents
CASH AND CASH EQUIVALENTS - Beginning
CASH AND CASH EQUIVALENTS - Ending
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid, net
Income taxes paid
2012
2011
$
2,286
$
2,275
--
504
10
199
8
1,222
401
(15)
--
26
(2,820)
4,096
(606)
(606)
(3,520)
(68)
(3,588)
(98)
3,077
$
$
$
2,979
$
1,136
467
$
$
1,121
2,311
400
694
27
(321)
66
73
(799)
(3)
785
(3)
13
4,364
(737)
(737)
(6,072)
--
(6,072)
(2,445)
5,522
3,077
1,562
10
See accompanying notes to consolidated financial statements.
FS-6
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Nature of Business and Summary of Significant Accounting Policies
Nature of Business
Napco Security Technologies, Inc. and Subsidiaries (the "Company") is a diversified manufacturer of security products, encompassing electronic locking devices,
intrusion and fire alarms and building access control systems. These products are used for commercial, residential, institutional, industrial and governmental
applications, and are sold worldwide principally to independent distributors, dealers and installers of security equipment.
Principles of Consolidation
The consolidated financial statements include the accounts of Napco Security Technologies, Inc. and all of its wholly-owned subsidiaries, including those of Marks
USA I, LLC (“Marks”), a subsidiary which acquired substantially all of the assets and certain liabilities of G. Marks Hardware, Inc. acquired on August 18, 2008. All
inter-company balances and transactions have been eliminated in consolidation.
Accounting Estimates
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, goodwill and other intangible assets and income taxes. Actual results
could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include approximately $460,000 and $960,000 of short-term time deposits at June 30, 2012 and 2011, respectively. The Company
considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company has cash balances in banks in excess of
the maximum amount insured by the FDIC and other international agencies as of June 30, 2012 and 2011.
Accounts Receivable
Accounts receivable is stated net of the reserves for doubtful accounts of $200,000 and $255,000 and for returns and other allowances of $1,184,000 and $1,455,000
as of June 30, 2012 and June 30, 2011, respectively. Our reserves for doubtful accounts and for returns and other allowances are subjective critical estimates that
have a direct impact on reported net earnings. These reserves are based upon the evaluation of accounts receivable agings, specific exposures, sales levels and
historical trends.
Inventories
Inventories are valued at the lower of cost or fair market value, with cost being determined on the first-in, first-out (FIFO) method. 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 actual results could differ from those estimates.
FS-7
In addition, the Company records an inventory obsolescence reserve, which represents the difference between the cost of the inventory and its estimated market
value, based on various product sales projections. This reserve is calculated using an estimated obsolescence percentage applied to the inventory based on age,
historical trends, requirements to support forecasted sales, and the ability to find alternate applications of its raw materials and to convert finished product into
alternate versions of the same product to better match customer demand. There is inherent professional judgment and subjectivity made by both production and
engineering members of management in determining the estimated obsolescence percentage. For the fiscal years 2012 and 2011, charges and balances in these
reserves amounted to $504,000 and $3,038,000; and $694,000 and $2,534,000, respectively. In addition, and as necessary, the Company may establish specific
reserves for future known or anticipated events.
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.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred; costs
of major renewals and improvements are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation
are eliminated from the asset and accumulated depreciation accounts and the profit or loss on such disposition is reflected in income.
Depreciation is recorded over the estimated service lives of the related assets using primarily the straight-line method. Amortization of leasehold improvements is
calculated by using the straight-line method over the estimated useful life of the asset or lease term, whichever is shorter.
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. Intangible assets 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.
The Company’s acquisition of substantially all of the assets and certain liabilities of Marks included intangible assets with a fair value of $16,440,000 on the date of
acquisition. 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. 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):
Other intangible assets:
Customer relationships
Non-compete agreement
Trade name
June 30, 2012
Accumulated
amortization Net book value
Cost
June 30, 2011
Accumulated
amortization Net book value
Cost
$
$
9,800
340
5,900
16,040
$
$
(4,601)
(188)
--
(4,789)
$
$
5,199
152
5,900
11,251
$
$
9,800
340
5,900
16,040
$
$
(3,584) $
(140)
--
(3,724) $
6,216
200
5,900
12,316
Amortization expense for intangible assets subject to amortization was approximately $1,065,000 and $1,154,000 for the years ended June 30, 2012 and 2011,
respectively. Amortization expense for each of the next five years is estimated to be as follows: 2013 - $917,000; 2014 - $781,000; 2015 - $667,000; 2016 - $529,000
and 2017 - $441,000. The weighted average amortization period for intangible assets was 15.8 years and 16.7 years at June 30, 2012 and 2011, respectively.
FS-8
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.
Revenue Recognition
The Company recognizes revenue when the following criteria are met: (i) persuasive evidence of an agreement exists, (ii) there is a fixed and determinable price for
the Company's product, (iii) shipment and passage of title occurs, and (iv) collectability is reasonably assured. Revenues from merchandise sales are recorded at the
time the product is shipped or delivered to the customer pursuant to the terms of the sale. The Company reports its sales levels on a net sales basis, with net sales
being computed by deducting from gross sales the amount of actual sales returns and other allowances and the amount of reserves established for anticipated sales
returns and other allowances.
Sales Returns and Other Allowances
The Company analyzes sales returns and is able to make reasonable and reliable estimates of product returns based on the Company’s past history. Estimates for sales
returns are based on several factors including actual returns and based on expected return data communicated to it by its customers. Accordingly, the Company
believes that its historical returns analysis is an accurate basis for its allowance for sales returns. Actual results could differ from those estimates.
Advertising and Promotional Costs
Advertising and promotional costs are included in "Selling, General and Administrative" expenses in the consolidated statements of operations and are expensed as
incurred. Advertising expense for the fiscal years ended June 30, 2012 and 2011 was $1,081,000 and $792,000, respectively.
Research and Development Costs
Research and development costs incurred by the Company are charged to expense in the year incurred. Company-sponsored research and development costs of
$4,264,000 and $4,392,000 were charged to expense for the fiscal years ended
June 30, 2012 and 2011, respectively, and are included in "Cost of Sales" in the consolidated statements of operations.
Self-funded Employee Health Benefit Plan
Effective March 2012, the Company converted its employee health benefit plan from a self-insured plan to a fully-insured plan. The Company recorded claims as
they were paid and records an accrual for unpaid claims based upon the date of service or date incurred. The Company has accrued $50,000 at June 30, 2012 in
connection with its self-insured liability for any potential unreported claims.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the
deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on
their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The Company measures and recognizes the tax implications of positions taken or expected to be taken in its tax returns
on an ongoing basis.
Earnings Per Share
Basic net income per common share (Basic EPS) is computed by dividing net income by the weighted average number of common shares outstanding. Diluted net
income per common share (Diluted EPS) is computed by dividing net income by the weighted average number of common shares and dilutive common share
equivalents and convertible securities then outstanding.
FS-9
The following provides a reconciliation of information used in calculating the per share amounts for the fiscal years ended June 30 (in thousands, except per share
data):
Basic EPS
Effect of Dilutive Securities:
Stock Options
Diluted EPS
Net Income
2012
2011
Weighted Average Shares
2011
2012
Net Income per Share
2011
2012
2,286
$
1,121
19,096
19,096
$
0.12
$
0.06
--
--
207
80
--
--
2,286
$
1,121
19,303
19,176
$
0.12
$
0.06
$
$
Options to purchase 649,348 and 583,350 shares of common stock for the fiscal years ended June 30, 2012 and 2011, respectively, were not included in the
computation of Diluted EPS because their inclusion would be anti-dilutive. These options were still outstanding at the end of the respective periods.
Stock-Based Compensation
The Company has established two share incentive programs as discussed in Note 8.
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the
vesting period. Determining the fair value of share-based awards at the grant date requires assumptions and judgments about expected volatility and forfeiture rates,
among other factors.
Stock-based compensation costs of $8,000 and $66,000 were recognized for fiscal years 2012 and 2011, respectively. The effect on both Basic and Diluted Earnings
per share was $0.00 for fiscal years 2012 and 2011.
Foreign Currency
All assets and liabilities of foreign subsidiaries are translated into U.S. Dollars at fiscal year-end exchange rates. Income and expense items are translated at average
exchange rates prevailing during the fiscal year. The realized and unrealized gains and losses associated with foreign currency translation, as well as related other
comprehensive income, were not material for the years ended June 30, 2012 and 2011.
Comprehensive Income
For the fiscal years ended June 30, 2012 and 2011, the Company's operations did not give rise to material items includable in comprehensive income, which were not
already included in net income. Accordingly, the Company's comprehensive income approximates its net income for all periods presented.
Segment Reporting
The Company’s reportable operating segments are determined based on the Company's management approach. The management approach is based on the way that
the chief operating decision maker organizes the segments within an enterprise for making operating decisions and assessing performance. The Company's results of
operations are reviewed by the chief operating decision maker on a consolidated basis and the Company operates in only one segment. The Company has presented
required geographical data in Note 11, and no additional segment data has been presented.
Shipping and Handling Revenues and Costs
The Company records the amount billed to customers in net sales ($584,000 and $474,000 in fiscal years 2012 and 2011, respectively) and classifies the costs
associated with these revenues in cost of sales ($1,090,000 and $1,023,000 in fiscal years 2012 and 2011, respectively).
FS-10
Recently Issued Accounting Standards
In July 2012, the FASB amended its authoritative guidance related to testing indefinite-lived intangible assets for impairment. Under the revised guidance, entities
testing their indefinite-lived intangible assets for impairment have the option of performing a qualitative assessment before performing further impairment testing. If
entities determine, on the basis of qualitative factors, that it is more-likely-than-not that the asset is impaired, a quantitative test is required. The guidance becomes
effective in the beginning of the Company’s fiscal 2014, with early adoption permitted. The Company is currently evaluating the timing of adopting this guidance
which is not expected to have an impact on the Company’s consolidated financial statements.
In September 2011, the FASB amended its authoritative guidance related to testing goodwill for impairment. Under the revised guidance, entities testing goodwill
for impairment have the option of performing a qualitative assessment before performing Step 1 of the goodwill impairment test. If entities determine, on the basis
of qualitative factors, that the fair value of the reporting unit is more-likely-than-not less than the carrying amount, the two-step impairment test would be required.
This guidance becomes effective in the beginning of the Company’s fiscal 2013, with early adoption permitted. The Company is not adopting this guidance early,
and it does not expect the guidance to have an impact on the Company’s consolidated financial statements.
NOTE 2 - Business and Credit Concentrations
The Company had one customer with an accounts receivable balance of 15% and 17% of the Company’s accounts receivable at June 30, 2012 and 2011, respectively.
Sales to any one customer did not exceed 10% of net sales in any of the past three fiscal years.
NOTE 3 - Inventories
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. 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):
Component parts
Work-in-process
Finished product
Classification of inventories, net of reserves:
Current
Non-current
$
$
$
$
June 30,
2012
2011
13,155 $
3,199
6,928
14,014
4,452
5,721
23,282 $
24,187
19,448 $
3,834
19,986
4,201
23,282 $
24,187
FS-11
NOTE 4 - Property, Plant, and Equipment
Property, plant and equipment consist of the following:
Land
Buildings
Molds and dies
Furniture and fixtures
Machinery and equipment
Leasehold improvements
Less: accumulated depreciation and amortization
June 30,
2012
2011
Useful Life in Years
$
(in thousands)
$
904
8,911
6,748
2,317
19,107
372
38,359
31,112
$
7,247
$
904 --
8,911 30 to 40
6,636 3 to 5
2,287 5 to 10
18,642 7 to 10
372 Shorter of the lease term or life of asset
37,752
30,011
7,741
Depreciation and amortization expense on property, plant, and equipment was approximately $1,101,000 and $1,102,000 in fiscal 2012 and 2011, respectively.
NOTE 5 – Acquisition of Business
On August 18, 2008, the Company acquired substantially all of the assets and business of Marks for $25.2 million, the repayment of $1 million of bank debt and the
assumption of current liabilities. The Marks business involves the manufacturing and distribution of door-locking devices. The Company funded the acquisition with
a term loan from its lenders, which has since been amended as described in Note 7.
The intangible assets acquired, other than the Marks tradename, are being amortized over their estimated useful lives of twenty years (customer relationships) and
seven years (non-compete agreement). The weighted average amortization period of these assets is 19.6 years. The Marks trade name was deemed to have an
indefinite life. 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 tradename, 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.
NOTE 6 - Income Taxes
The Provision (benefit) for income taxes is comprised of the following (in thousands):
Current income taxes:
Federal
State
Foreign
Deferred income tax provision (benefit)
Provision (benefit) for income taxes
For the Years Ended June 30,
2012
2011
$
$
(35)
39
3
7
(321)
(314)
11 $
57
--
68
199
267 $
FS-12
A reconciliation of the U.S. Federal statutory income tax rate to our actual effective tax rate on earnings before income taxes is as follows (dollars in thousands):
Tax at Federal statutory rate
Increases (decreases) in taxes resulting from:
Meals and entertainment
State income taxes, net of Federal income tax benefit
Foreign source income and taxes
Stock based compensation expense
Tax reserve reversal
R&D Credit refund
Other, net
For the Years Ended June 30,
2012
2011
Amount
% of
Pre-tax
Income
Amount
% of
Pre-tax
Income
$
868
34.0% $
274
56
39
(515)
3
(61)
(81)
(42)
2.2%
1.5%
(20.2)%
0.1%
(2.4)%
(3.2)%
(1.6)%
51
26
102
16
(77)
(708)
2
(314)
34.0%
6.3%
3.2%
12.7%
2.0%
(9.5)%
(87.8)%
0.2%
(38.9)%
Effective tax rate
$
267
10.4% $
Deferred tax assets and deferred tax liabilities at June 30, 2012 and 2011 are as follows (in thousands):
Accounts receivable
Inventories
Accrued Liabilities
Stock based compensation expense
Goodwill
R&D credit
Property, plant and equipment
Other deferred tax liabilities
Valuation allowance
Net deferred taxes
Current Deferred Tax Assets
(Liabilities)
2012
2011
Long-term Deferred Tax Assets
(Liabilities)
2012
2011
$
$
23
399
228
--
--
--
--
--
650
--
$
19
288
221
--
--
--
--
--
528
--
$
--
405
--
137
1,875
225
(624)
(256)
1,762
--
$
650
$
528
$
1,762
$
--
380
35
137
2,077
163
(625)
(84)
2,083
--
2,083
The Company has identified its U.S. Federal income tax return and its State return in New York as its major tax jurisdictions. The fiscal 2008 and forward years are
still open for examination.
During the year ended June 30, 2011, the Company completed a research and development credit study. The study included the years June 30, 2007 through June 30,
2011 to determine the amount of R&D credits to which the Company is entitled. The Company filed amended tax returns for these years to establish the credits and
generated an income tax benefit of $885,401. Due to the nature of the credits, the Company established a reserve under ASC 740-10 of $165,000.
During the year ending June 30, 2012 the Company decreased its reserve for uncertain income tax positions by $39,000. As of June 30, 2012 the Company has a
long-term accrued income tax liability of $126,000. The Company’s practice is to recognize interest and penalties related to income tax matters in income tax
expense and accrued income taxes. As of June 30, 2012, the Company had accrued interest totaling $0 and $126,000 of unrecognized net tax benefits that, if
recognized, would favorably affect the Company’s effective income tax rate in any future period.
FS-13
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
Balance of gross unrecognized tax benefits as of July 1, 2011
Reductions to unrecognized tax benefits resulting from changes in reserve percentages
Balance of gross unrecognized tax benefits as of June 30, 2012
Tax
Interest
Total
$
$
$
165
(39)
126
$
$
--
--
--
$
165
(39)
126
Napco US plans to permanently reinvest a substantial portion of its foreign earnings and as such has not provided US corporate taxes on the permanently reinvested
earnings. As of June 30, 2012, the Company had no undistributed earnings of foreign subsidiaries.
NOTE 7 - Long-Term Debt
As of June 30, 2012, long-term debt consisted of a revolving credit facility of $11,000,000 (the “Revolving Credit Facility”) which expires in June 2017 and two term
loans, one for $6,000,000 which expires in June 2019, and one for $6,500,000 which expires in June 2017 (the “Term Loans”). Repayment of the Terms Loans
commences on September 30, 2012. The $6,000,000 Term Loan is being repaid with 28 equal, quarterly payments of $75,000 and the remaining balance of
$3,900,000 due on or before the expiration date. The $6,500,000 Term Loan is being repaid in 20 equal, quarterly payments of $325,000.
Outstanding balances and interest rates as of June 30, 2012 and June 30, 2011 are as follows:
Revolving line of credit
Term loan
Total debt
June 30, 2012
June 30, 2011
Outstanding
Interest Rate
Outstanding
Interest Rate
$
$
7,757
12,500
20,257
3.1% $
3.1%
8,600
15,177
3.1% $
23,777
4.8%
4.8%
4.8%
On June 29, 2012, the Company entered into a Third Amended and Restated Credit Agreement with the Company, as the Borrower, and HSBC Bank USA, National
Association as Lender, Administrative Agent and Collateral Agent (the “Agreement”). Prior to closing on June 29, 2012, $8,600,000 was outstanding under the
existing $11,100,000 revolving credit facility and $12,500,000 was outstanding under the existing term loan. The Agreement amended and restated the previous
revolving credit facility and term loan and provides for a revolving credit facility of $11,000,000 (the “Revolving Credit Facility”) which expires in June 2017 and
two term loans, one for $6,000,000 which expires in June 2019, and one for $6,500,000 which expires in June 2017 (the “Term Loans”). Repayment of the Terms
Loans commences on September 30, 2012. The $6,000,000 Term Loan is being repaid with 28 equal, quarterly payments of $75,000 and the remaining balance of
$3,900,000 due on or before the expiration date. The $6,500,000 Term Loan is being repaid in 20 equal, quarterly payments of $325,000. The Agreement also
provides for a LIBOR-based interest rate option of LIBOR plus 2.0% to 2.75%, depending on the ratio of outstanding debt to EBITDA, which is to be measured and
adjusted quarterly, a prime rate-based option of the prime rate plus 0.25% and other terms and conditions as more fully described in the Agreement. In addition, the
Agreement provides for availability under the Revolving Credit Facility to be limited to the lesser of $11,000,000 or the result of a borrowing base formula based
upon the Company’s Accounts Receivables and Inventory values net of certain deductions. The Company’s obligations under the Agreement continue to be secured
by all of its assets, including but not limited to, deposit accounts, accounts receivable, inventory, the Company’s corporate headquarters in Amityville, NY, equipment
and fixtures and intangible assets. In addition, the Company’s wholly-owned subsidiaries, with the exception of the Company’s foreign subsidiaries, have issued
guarantees and pledges of all of their assets to secure the Company’s obligations under the Agreement. All of the outstanding common stock of the Company’s
domestic subsidiaries and 65% of the common stock of the Company’s foreign subsidiaries has been pledged to secure the Company’s obligations under the
Agreement.
FS-14
The agreements contain various restrictions and covenants including, among others, restrictions on payment of dividends, restrictions on borrowings and compliance
with certain financial ratios, as defined in the restated agreement.
NOTE 8 - Stock Options
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 June 30, 2012, 1,471,480 stock options were granted, 364,520 stock options were
available for grant, and 1,380,140 stock options were exercisable under this plan.
No options were granted during fiscal 2012 or 2011.
The following table reflects activity under the 2002 Plans for the fiscal years ended June 30,:
Outstanding, beginning of year
Granted
Terminated
Exercised
Outstanding, end of year
Exercisable, end of year
Weighted average fair value at grant date of options granted
Total intrinsic value of options exercised
Total intrinsic value of options outstanding
Total intrinsic value of options exercisable
$
$
2012
2011
Weighted
average
exercise
price
2.95
--
--
--
2.95
2.95
$
$
Options
1,380,140 $
--
--
--
1,380,140 $
1,372,140 $
n/a
n/a
1,097,191
1,097,191
Options
1,380,140 $
--
--
--
1,380,140 $
1,380,140 $
n/a
n/a
1,066,760
1,066,760
Weighted
average
exercise
price
2.95
--
--
--
2.95
2.93
No options were exercised during fiscal 2012 or 2011. Therefore, cash received from option exercises for each of fiscal years 2012 and 2011 was $0 and the actual
tax benefit realized for the tax deductions from option exercises totaled $0 for both fiscal 2012 and 2011.
FS-15
The following table summarizes information about stock options outstanding under the 2002 Plan at June 30, 2012:
Range of
exercise prices
$ 0.72 - $ 4.00
$ 4.01 - $ 7.50
$ 7.51 - $11.16
Number
outstanding
at June 30, 2012
1,014,390
328,250
37,500
1,380,140
Options outstanding
Weighted
average
remaining
contractual
life
Weighted
average
exercise
price
Options exercisable
Number
exercisable
at June 30,
2012
Weighted
average
exercise
price
1.1
4.5
3.7
2.0
1.89
5.29
11.16
2.95
1,014,390
328,250
37,500
1,380,140
1.89
5.29
11.16
2.95
As of June 30, 2012, 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 fiscal 2012 under the 2002 Plan was $28,920.
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.
The following table reflects activity under the 2000 Plan for the fiscal years ended June,:
Outstanding, beginning of year
Granted
Terminated
Exercised
Outstanding, end of year
Exercisable, end of year
Weighted average fair value at grant date of options granted
Total intrinsic value of options exercised
Total intrinsic value of options outstanding
Total intrinsic value of options exercisable
$
$
2012
2011
Weighted
average
exercise
price
Weighted
average
exercise
price
Options
Options
30,000 $
--
--
--
30,000 $
30,000 $
n/a
n/a
0
0
5.03
--
--
--
5.03
5.03
$
$
30,000 $
--
--
--
30,000 $
30,000 $
n/a
n/a
0
0
5.03
--
--
--
5.03
5.03
As of June 30, 2012, 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 fiscal 2012 under the 2002 Plan was $0.
NOTE 9 - 401(k) Plan
The Company maintains two 401(k) plans (“the Napco Plan” and “the Marks Plan”) that cover all U.S. non-union employees with one or more years of service and is
qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Company contributions to this plan are discretionary and totaled $41,000 and $0 for the
years ended June 30, 2012 and 2011. The Marks Plan was adopted by the Company subsequent to the Marks acquisition in August 2008 and provides for
discretionary matching contributions. Company contributions to this plan were $3,000 and $0 for the years ended June 30, 2012 and 2011, respectively.
FS-16
NOTE 10 - Commitments and Contingencies
Leases
The Company is committed under various operating leases, which do not extend beyond fiscal 2016. Minimum lease payments through the expiration dates of these
leases, with the exception of the land leases referred to below, are as follows:
Year Ending June 30,
2013
2014
2015
2016
Amount
$
39,000
16,000
6,000
1,000
Total
$
62,000
Rent expense, with the exception of the land lease referred to below, totaled approximately $51,000 and $71,000 for the fiscal years ended June 30, 2012 and 2011,
respectively.
Land Lease
On April 26, 1993, one of the Company's foreign subsidiaries entered into a 99 year lease, expiring in 2092, for approximately four acres of land in the Dominican
Republic, at an annual cost of approximately $288,000, on which the Company's principal production facility is located.
Litigation
In the normal course of business, the Company is a party to claims and/or litigation. Management believes that the settlement 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.
Employment Agreements
As of June 30, 2012, the Company was obligated under one employment agreement and one severance agreement. The employment agreement is with the
Company’s Chief Executive Officer. The employment agreement provides for an annual salary of $587,000 as adjusted for inflation, incentive compensation as may
be approved by the Board of Directors from time to time and a termination payment in an amount up to 299% of the average of the prior five calendar year's
compensation, subject to certain limitations, as defined in the agreement. The employment agreement renews annually in August unless either party gives the other
notice of non-renewal at least six months prior to the end of the applicable term.
NOTE 11 - 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 major
concentrations in North America, Europe, and South America.
The following represents selected consolidated geographical data for and as of the fiscal years ended June 30, 2012 and 2011:
Financial Information Relating to Domestic and Foreign Operations
Sales to external customers(1):
Domestic
Foreign
Total Net Sales
Identifiable assets:
United States
Dominican Republic (2)
Other foreign countries
Total Identifiable Assets
2012
2011
(in thousands)
$
$
$
$
67,311 $
3,617
70,928 $
50,838 $
13,912
0
64,750 $
66,793
4,599
71,392
54,426
14,342
27
68,795
(1) All of the Company's sales originate 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 total Net Sales.
(2) Consists primarily of inventories (2012 = $9,866,000; 2011 = $9,955,000) and fixed assets (2012 = $3,936,000; 2011 = $4,189,000) located at the Company's
principal manufacturing facility in the Dominican Republic.
FS-17
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A: CONTROL AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. At the conclusion of the period ended June 30, 2012, we carried out an evaluation, under the supervision and with
the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and
procedures were effective.
Management’s Annual Report on Internal Control Over Financial Reporting. Management is responsible for the preparation of Napco Security Technologies, Inc.
(Napco Security Technologies) consolidated financial statements and related information. Management uses its best judgment to ensure that the consolidated
financial statements present fairly, in all material respects, Napco Security Technologies consolidated financial position and results of operations in conformity with
generally accepted accounting principles.
The consolidated financial statements have been audited by an independent registered public accounting firm in accordance with the standards of the Public
Company Accounting Oversight Board. Their report expresses the independent accountant's judgment as to the fairness of management's reported operating results,
cash flows and financial position. This judgment is based on the procedures described in the second paragraph of their report.
Napco Security Technologies management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of
management, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control -- Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission published in 1992 and subsequent guidance prepared specifically for
smaller public companies. Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2012.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in
reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in
accordance with authorizations of management and the directors of our Company; and (3) unauthorized acquisition, use, or disposition of our assets that could have a
material effect on our financial statements are prevented or timely detected.
Limitations on Internal Control
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only
reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
FS-18
This annual report does not include an attestation report of Holtz Rubinstein Reminick LLP, our registered public accounting firm, regarding internal control over
financial reporting. Management's Report was not subject to attestation by the Company's registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permit us to provide only Management's Report in this annual report.
The Board of Directors of Napco Security Technologies has an Audit Committee comprised of three non-management directors. The Committee meets periodically
with financial management and the independent auditors to review accounting, control, audit and financial reporting matters. Holtz Rubinstein Reminick LLP has full
and free access to the Audit Committee, with and without the presence of management.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2012 that has materially affected or is likely to
materially affect our internal controls over financial reporting.
ITEM 9B: OTHER INFORMATION
None
PART III
The information called for by Part III is hereby incorporated by reference from the information set forth under the headings "Election of Directors", "Corporate
Governance and Board Matters", "Executive Compensation", "Beneficial Ownership of Common Stock" and "Principal Accountant Fees" in the Company's
definitive proxy statement for the 2012 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A
within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
We have adopted a Code of Ethics which applies to our senior executive and financial officers, among others. The Code is posted on our website,
www.napcosecurity.com under the “Investors - Other” captions. We intend to make all required disclosures regarding any amendment to, or waiver of, a provision of
the Code of Ethics for senior executive and financial officers by posting such information on our website.
FS-19
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)1. Financial Statements
PART IV
The following consolidated financial statements of NAPCO Security Technologies, Inc. and its subsidiaries are included in Part II, Item 8:
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2012 and 2011
Consolidated Statements of Operations for the Fiscal Years Ended June 30, 2012 and 2011
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended June 30, 2012 and 2011
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2012 and 2011
Notes to Consolidated Financial Statements, June 30, 2012
Page
FS-1
FS-2
FS-4
FS-5
FS-6
FS-7
(a)3 and (b). Exhibits
Management Contracts designated by asterisk.
Exhibit No.
Ex-3.(i)
Title
Certificate of Amendment of Certificate of Incorporation
Ex-3.(ii)
Certificate of Incorporation as amended
Ex-3.(iii)
Amended and Restated By-Laws
Ex 4.01
Ex 4.02
Ex 4.03
Ex 4.04
Ex 4.05
Ex 4.06
Ex 4.07
Ex 4.08
*Ex-10.A (ii)
Third Amended and Restated Credit Agreement dated June 29, 2012.
Second Amended and Restated Term A Loan Note
Second Amended and Restated Term B Loan Note
Second Amended and Restated Revolving Credit Note
Second Amended and Restated Swing Line Note
Continuing General Security Agreement
Reaffirmation of Collateral Documents
Reaffirmation of Negative Pledge
2002 Employee Stock Option Plan
*Ex-10.I
*Ex-10.M
Ex-14.0
Amended and Restated Employment Agreement with Richard Soloway
Indemnification Agreement dated August 9, 1999
Code of Ethics
Ex-21.0
Ex-23.1
Ex-31.1
Ex-31.2
Ex-32.1
Ex-32.2
Subsidiaries of the Registrant
Consent of Independent Auditors
Section 302 Certification of Chief Executive Officer
Section 302 Certification of Chief Financial Officer
Certification of Chief Executive Officer Pursuant to 18 USC Section 1350
and Section 906 of Sarbanes - Oxley Act of 2002
Certification of Chief Financial Officer Pursuant to 18 USC Section 1350
and Section 906 of Sarbanes - Oxley Act of 2002
XBRL Instance Document†
Ex-101.INS
Ex-101.SCH XBRL Taxonomy Extension Schema Document†
Ex-101.CAL XBRL Taxonomy Extension Calculation Linkbase Document†
Ex-101.LAB XBRL Taxonomy Extension Label Linkbase Document†
Ex-101.PRE
Ex-101.DEF
XBRL Taxonomy Extension Presentation Linkbase Document†
XBRL Taxonomy Extension Definition Linkbase Document†
Exhibit-3.(i) to Report on Form 10-K for the fiscal year ended June 30,
2011
Exhibit-3.(ii) to Report on Form 10-K for the fiscal year ended June, 30
2011
Exhibit 3.(ii) to Report on Form 10-K for the fiscal year ended June 30,
2010
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 4.01 to Report on Form 8-K dated June 29, 2012
Exhibit 10.A(II) to Report on Form 10-K for the fiscal year ended June
30, 2008
Exhibit 10.I to Report on Form 10-K for fiscal year ended June 30, 2010
E-15
Exhibit 14.0 to Report on Form 10-K for the fiscal year ended June 30,
2010
E-18
E-19
E-20
E-21
E-22
E-23
† 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.
FS-20
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.
September 21, 2012
NAPCO SECURITY TECHNOLOGIES, INC.
(Registrant)
By: /s/RICHARD SOLOWAY
Richard Soloway
Chairman of the Board of
Directors, President and Secretary
(Principal Executive Officer)
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 the dates indicated.
Signature
Title
/s/RICHARD SOLOWAY
Richard Soloway
/s/KEVIN S. BUCHEL
Kevin S. Buchel
/s/PAUL STEPHEN BEEBER
Paul Stephen Beeber
/s/RANDY B. BLAUSTEIN
Randy B. Blaustein
/s/ARNOLD BLUMENTHAL
Arnold Blumenthal
/s/DONNA SOLOWAY
Donna Soloway
/s/ANDREW J. WILDER
Andrew J. Wilder
Chairman of the Board of Directors,
President and Secretary and Director
(Principal Executive Officer)
Senior Vice President of Operations
and Finance and Treasurer and Director
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
FS-21
Date
September 21, 2012
September 21, 2012
September 21, 2012
September 21, 2012
September 21, 2012
September 21, 2012
September 21, 2012
EXHIBIT 10.M
INDEMNIFICATION AGREEMENT
AGREEMENT, effective as of the 9th day of August, 1999, between NAPCO SECURITY SYSTEMS, INC., a Delaware corporation (the "Company"), and the
individuals listed on the signature page (each an "Indemnitee" and collectively the "Indemnitees").
WHEREAS, Indemnitee is a director, officer or employee of the Company; and
WHEREAS, both the Company and the Indemnitee recognize the risk of litigation and other claims being asserted against corporate agents or public
companies in today's environment; and
WHEREAS, the Articles of Incorporation and Bylaws of the Company permit the Company to indemnify and advance expenses to its directors and officers to
the fullest extent now or hereafter authorized or permitted by law.
NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, the parties hereto agree as follows:
1. Certain Definitions.
(a) Approved Counsel shall mean any attorney or law firm located and selected by an Indemnitee and reasonably acceptable to the Company.
(b) Board of Directors shall mean the Board of Directors of the Company.
(c) Claim shall mean any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, whether instituted by the Company or any
other party, that an Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, whether civil, criminal, administrative,
investigative or other and shall also include litigation of the type described in Section 3(b), 3(c) or 5.
(d) Expenses shall include attorneys' fees of approved counsel and all other costs, expenses, disbursements, and obligations paid or incurred in connection with
investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim relating to any
Indemnifiable Event, ncluding any litigation described in Section 3(b), 3(c) or 5 together with interest calculated at the Company's average cost of funds for short-
term borrowings, accrued from the date of payment of such expense of the date Indemnitee received reimbursement therefor.
(e) Indemnifiable Event shall mean any event or occurrence related to the fact that an Indemnitee is or was a director, officer, employee, agent or fiduciary of the
Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation of any type or kind,
domestic or foreign, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by an Indemnitee in any
such capacity. Without limitation of an indemnification provided hereunder, an Indemnitee serving (i) another corporation, partnership, joint venture or trust of which
twenty (20%) percent or more of the voting power or residual economic interest is held, directly or indirectly, by the Company, or (ii) any employee benefit plan of
the Company or any entity referred to in clause (i), in any capacity shall be deemed to be doing so at the request of the Company.
2. Basic Indemnification Arrangement. If an Indemnitee was, is or becomes at any time a party to or witness or other participant in, or is threatened to be made a
party to or witness or other participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify such Indemnitee to
the fullest extent now or hereafter authorized or permitted by law as soon as practicable but in any event no later than fifteen (15) days after written demand is
presented to the Company, against any and all Expenses, judgments, fines (including excise taxes assessed against an Indemnitee with respect to an employee benefit
plan), penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties or amounts paid in settlement) of such Claim. If so requested by Indemnitee, the Company shall advance (within two (2)
business days of such request) any and all Expenses to an Indemnitee (an "Expense Advance"), provided however, the Indemnitee must sign an undertaking to
reimburse the Company for such Expenses if it is ultimately determined that the Indemnitee was not entitled to indemnification with respect to the Claim. As to any
action or suit by or in the right of the Company, such indemnification shall be subject to the provisions of Section 145(b) of the DGCL.
3. Payment. (a) Notwithstanding the provisions of Section 2, the obligations of the Company under Section 2 shall in no event be deemed to preclude any right to
indemnification to which an Indemnitee may be entitled under the Delaware General Corporation Law (the "DGCL").
(b) In the event an Indemnitee seeks indemnification in a proceeding initiated by such Indemnitee (other than a proceeding under Section 3(c) hereof), the
obligations of the Company under Section 2 shall be subject to the requirement that such proceeding was specifically authorized, or later ratified, by the Company.
(c) If the Company refuses to indemnify an Indemnitee for any reason whatsoever and such Indemnitee substantively would be permitted to be indemnified in
whole or in part under applicable law, such Indemnitee shall have the right to commence litigation in any court in the States of New York or Delaware having subject
matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such refusal by the Company or any aspect
thereof, including the legal or factual bases therefor, and the Company hereby consents to service of process relating thereto and hereby consents to personal
jurisdiction of any such court and agrees of appear in any such proceeding. In any such litigation, an Indemnitee shall be entitled to the benefits of the burden of
proof presumption provided in Section 7 hereof.
4. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against an
Indemnitee to the extent such Indemnitee has otherwise actually received payment (under any insurance policy, Bylaw or otherwise) of the amounts otherwise
indemnifiable hereunder.
5. Indemnification for Additional Expenses. The Company shall indemnify Indemnitees against any and all Expenses (including attorneys' fees) and, if requested by
such Indemnitee, shall (within two business days of such request) advance such expenses to Indemnitee, which are incurred by Indemnitee in connection with any
claim asserted or action brought by Indemnitee for (i) indemnification or payment of Expenses by the Company or advance of expenses under this Agreement or any
other agreement or Company Bylaw now or hereafter in effect relating to Claims for Indemnifiable Events and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether such Indemnitee ultimately is determined to be entitled to such indemnification,
advance expense payment or insurance recovery, as the case may be.
6. Partial Indemnity, Etc. If an Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion of
the Expenses, judgments, fines, penalties and amounts paid in settlement of a Claim but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify such Indemnitee for the portion thereof to which such Indemnitee is entitled. Moreover, notwithstanding any other provision of this
Agreement, to the extent that such Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice, such Indemnitee shall be indemnified, to the extent permitted
by law, against all Expenses incurred in connection with such Indemnifiable Event.
7. Burden of Proof. In connection with any determination hereunder or otherwise, including any litigation of the sort described in Section 3(b) or 3(c), as to whether
an Indemnitee is entitled to be indemnified hereunder the burden of proof shall be on the Company to establish that such Indemnitee is not so entitled.
8. No Adverse Presumptions. For purposes of this Agreement, the termination of any claim, action, suit or proceeding, whether civil or criminal, by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that an
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by
applicable law.
9. Nonexclusivity, Etc. The rights of an Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the Company's Bylaws or the
DGCL or otherwise. To the extent that a change in the DGCL (whether by statute or judicial decision) permits greater indemnification by agreement than those
currently afforded under the Company's Bylaws and this Agreement, it is the intent of the parties hereto that such Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change.
5. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, an Indemnitee shall
be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any director or officer of the
Company.
6. Period of Limitations. No legal action shall be brought and no cause of action shall be asserted by or on behalf of the Company against an Indemnitee, an
Indemnitee's spouse, heir, executors or personal or legal representatives from and after the date hereof.
7. Amendments, Etc. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of
any of the provisions of this Agreement shall be effective unless in writing and no written waiver shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a waiver.
8. Subrogation. In the event of payment under this Agreement to an Indemnitee, the Company shall be subrogated to the extent of such payment to all of the rights of
recovery of such Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of
such documents necessary to enable the Company effectively to bring suit to enforce such rights.
9. Specific Performance. The parties recognize that if any provision of this Agreement is violated by the Company, an Indemnitee may be without an adequate
remedy at law. Accordingly, in the event of any such violation, such Indemnitee shall be entitled, if such Indemnitee so elects, to institute proceedings, either in law
or at equity, to obtain damages or reimbursements for costs, expenses, or disbursements, to enforce specific performance, to enjoin such violation, or to obtain any
relief or any combination of the foregoing as such Indemnitee may elect to pursue.
10. Binding Effect, Etc. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors,
including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company,
assigns, spouses, heirs, executors, and personal and legal representatives. This Agreement shall continue in effect regardless of whether an Indemnitee continues to
serve as an officer or director of the Company or of any other enterprise at the Company's request or in any other capacity, such as agent or consultant.
11. Severability; Several Obligations. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provisions
within a single section, paragraph or sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and the
validity and enforceability of any such provision in every other respect and with respect to all other Indemnitees and of the remaining provisions hereof shall not be
in any way impaired and shall remain enforceable to the fullest extent permitted by law. The indemnities afforded hereby are several and not joint obligations, and no
requirement of joinder, common pleadings, joint request or the like shall be needed for any single Indemnitee to enjoy the rights hereby afforded.
THE INDEMNITOR:
THE IMDEMNITEES:
NAPCO SECURITY SYSTEMS, INC.
By
/s/
Name: Richard Soloway
Title: President
/s/
Richard Soloway
/s/
Kevin S. Buchel
/s/
Randy Blaustein
/s/
Andrew J. Wilder
EXHIBIT 21.0
SUBSIDIARIES OF THE COMPANY
The following are the Company’s subsidiaries as of the close of the fiscal year ended June 30, 2011. All beneficial interests are wholly-owned, directly or indirectly,
by the Company and are included in the Company’s consolidated financial statements.
Name
Alarm Lock Systems, Inc.
Marks USA I, LLC
Continental Instruments, LLC
Napco DR, S.A.
Napco Americas
Napco Security Systems International, Inc.
Napco/Alarm Lock Exportadora, S.A.
Napco/Alarm Lock Grupo Internacional, S.A.
Video Alert, LLC
State or Jurisdiction of Organization
Delaware
New York
New York
Dominican Republic
Cayman Islands
New York
Dominican Republic
Dominican Republic
New York
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated September 21, 2012, accompanying the consolidated financial statements included in the Annual Report of Napco Security
Technologies, Inc. and Subsidiaries on Form 10-K for the years ended June 30, 2012 and 2011. We hereby consent to the incorporation by reference of said report in
the Registration Statement of Napco Security Technologies, Inc. on Form S-8 (Registration No. 333-14743).
/s/ Holtz Rubenstein Reminick LLP
Melville, New York
September 21, 2012
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Richard Soloway, certify that:
1. I have reviewed this annual report on Form 10-K of Napco Security Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting.
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date: September 21, 2012
/s/RICHARD SOLOWAY
Richard Soloway
Chief Executive Officer
(Principal Executive Officer)
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, Kevin S. Buchel, certify that:
1. I have reviewed this annual report on Form 10-K of Napco Security Technologies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the
registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting.
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's
auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial
reporting.
Date: September 21, 2012
By:
/s/KEVIN S. BUCHEL
Kevin S. Buchel
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Napco Security Technologies, Inc. (the "Company") on Form 10-K for the period ending June 30, 2012 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Richard Soloway, Chief Executive Officer of the Company, certify to the best of my
knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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 result of operations of the Company.
Date: September 21, 2012
By:
/s/RICHARD SOLOWAY
Richard Soloway
Chief Executive Officer
(Principal Executive Officer)
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code) and is not being filed as part of the Form 10-K or as a separate disclosure document.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Napco Security Technologies, Inc. (the "Company") on Form 10-K for the period ending June 30, 2012 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Kevin S. Buchel, Chief Financial Officer of the Company, certify to the best of my
knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(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 result of operations of the Company.
Date: September 21, 2012
By:
/s/KEVIN S. BUCHEL
Kevin S. Buchel
Chief Financial Officer
(Principal Financial Officer)
The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code) and is not being filed as part of the Form 10-K or as a separate disclosure document.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.