UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended June 30, 2019
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)
Title of each class
Common Stock, par value $0.01 per share
Trading
Symbol(s)
NSSC
Name of each exchange on which registered
Nasdaq Stock Market
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 ☐ No ☒
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 ☐ No ☒
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 ☐
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 ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of December 31, 2018, 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 $181,841,704.
As of September 10, 2019, 18,477,784 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 2019 Annual Meeting of Stockholders.
PART I
ITEM 1: BUSINESS.
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 access control systems, door-locking products, intrusion and fire alarm
systems and video surveillance products for commercial and residential use. The Company also provides wireless communication service for intrusion and
fire alarm 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.
Products
The Company’s products (“Products”) are comprised of the following:
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.
Door Security Products. The Company manufactures a variety of door locking devices including microprocessor-based electronic door locks with push
button, card reader and bio-metric operation, door alarms, mechanical door locks and simple dead bolt locks. These devices may control a single door or, in
the case of some of the Company’s microprocessor-based door locks, may be networked with the Company’s access control systems and controlled remotely.
Intrusion and Fire 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 utilizing wired (“landline”) or cellular communications systems. 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 signals an alarm message.
Cellular communication devices. A cellular communication device connects to the communicator and is used in lieu of, or in addition to, a landline for
communicating with a central monitoring station.
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.
Combination Control Panels/Digital Communicators and Digital Keypad Systems. A combination control panel, digital communicator and a digital
keypad 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.
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.
Cellular communication services. The Company provides cellular access for the cellular communication devices described above. These services are provided
and invoiced on a month to month basis.
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), 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 or not to
grant access by electronically deactivating the door locking device. An electronic log is kept which records various types of data regarding access activity.
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. Research and development (“R&D”) costs incurred by the Company are charged to expense as
incurred and are included in "Operating expenses" in the consolidated statements of operations. During the fiscal years ended June 30, 2019 and 2018, the
Company expended approximately $7,212,000 and $6,630,000, respectively, on Company-sponsored research and development activities conducted primarily
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, 2019, the Company had 1,076 full-time employees.
Marketing
The Company's staff of 58 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 57%, and 54% of the Company's total sales for the fiscal years ended June 30, 2019 and 2018, 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. The Company had one customer with an
accounts receivable balance that comprised 19% and 22% of the Company’s accounts receivable at June 30, 2019 and 2018, respectively. Sales to this
customer comprised 10% of net sales in each of the fiscal years ended June 30, 2019 and 2018. The Company had another customer with an accounts
receivable balance that comprised 11% of the Company’s accounts receivable at both June 30, 2019 and 2018. Sales to this customer did not exceed 10% for
fiscal years ended June 30, 2019 or 2018. For further discussion on Concentration of Credit Risk see disclosures included in Item 1A and Item 7.
Competition
The security products industry is highly competitive. The Company's primary competitors are comprised of approximately 12 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. Most 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 the Company’s products want to install its products prior to the
summer; therefore sales of its products historically peak in the period April 1 through June 30, the Company's fiscal fourth quarter, and are reduced in the
period July 1 through September 30, the Company's fiscal first quarter. In addition, demand is affected by the housing and construction markets. 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. The Company believes that any vendor that is currently the sole source of
a component can be replaced without a material impact on the Company.
Sales Backlog
In general, orders for the Products are processed by the Company from inventory. A sales backlog of approximately $992,000 and $2,151,000 existed as of
June 30, 2019 and 2018, respectively. The Company expects to fill the entire backlog that existed as of June 30, 2019 during fiscal 2020.
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.
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)
Total Identifiable Assets
Fiscal Year ended June 30,
2019
2018
(in thousands)
$
$
$
$
100,716 $
2,216
102,932 $
89,490
2,256
91,746
As of June 30,
2019
2018
59,683 $
26,225
85,908 $
52,928
20,341
73,269
(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 (2019 = $22,549; 2018 = $16,592) and plant and equipment (2019 = $3,443; 2018 = $3,462) 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 results and from any 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. In the event that the any of these conditions deteriorate, our revenue, profit and cash-
flow levels could be materially adversely affected in future periods. In the event of such deterioration, 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. If such events do occur, they may result in our expenses being too high in relation to our
revenues and cash flows.
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 to address the loss of Mr. Soloway’s services.
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. The industry in which the Company operates is characterized by constantly
improved products. There can be no assurance that competitors will not develop products that are superior to the Company's products. The Company has
historically invested approximately 6% to 8% of annual revenues on Research and Development to mitigate this risk. Future success will depend, in part, on
our ability to continue to develop and market products and product enhancements cost-effectively. The Company's research and development expenditures are
principally targeted at enhancing existing products, and to a lesser extent at developing new ones. 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 revenues and results of operations.
Our Business Could Be Materially Adversely Affected by the Inability to Maintain Expense Levels Proportionate to Sales Volume
Certain of our expenses are fixed or semi-variable. While expense levels relative to current sales levels result in positive net income and cash flows, 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, resulting in 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, 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. Delays or reductions in spending, domestically or internationally, for electronic
security systems could 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 12 other companies that manufacture and market security equipment to distributors, dealers, control stations and original
equipment manufacturers. Most 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 which are described in Note 2 to the Company's consolidated financial statements
included in its 2019 Annual Report on Form 10-K. These terms are offered in an effort to keep a full line of our products in-stock at our customers’ locations.
The longer the terms that are granted, the more risk is inherent in collection of those receivables. We believe that our Provision for doubtful accounts is
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.
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 approximately 38% 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 Adverse Tax Consequences of Offshore Operations
We operate on a global basis, with a portion of our operating income generated outside the United States.
We intend to reinvest these earnings in our foreign operations indefinitely, except where we are able to repatriate these earnings to the United States without
material incremental tax expense. A significant portion of our assets that result from these earnings remain outside the United States. If these indefinitely
reinvested earnings were repatriated into the United States as dividends, we would be subject to additional withholding taxes.
Our Business Could Be Materially Adversely Affected as a Result of the Inability to Maintain Adequate Financing
While our business is currently solely dependent on cash-flows from operations to fund operations and capital expenditures we have an unused credit facility
in the event that we need to supplement current cash-flows with outside financing. The credit facility provides for 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 and
we require outside financing, 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. This facility is described in Note 7 to the Company's consolidated financial statements included
in its 2019 Annual Report on Form 10-K.
If We are Unable to Identify any Material Weaknesses, the Accuracy and Timing of our Financial Reporting may be Adversely Affected, We May be Unable
to Maintain Compliance with Securities Law Requirements Regarding Timely Filing of Periodic Reports in Addition to Applicable Stock Exchange Listing
Requirements, and our Stock Price May Decline Materially as a Result.
A material weakness is a significant deficiency, or a combination of significant deficiencies, in internal control over financial reporting such that it is
reasonably possible that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
At June 30, 2018, we identified a number of significant deficiencies which, in the aggregate, constituted a material weakness. During fiscal 2019, we initiated
a number of processes which reduced the number of significant deficiencies and eliminated the material weakness.
We cannot assure you that we will not have material weaknesses in the future. If we are unable to successfully identify any material weaknesses that may
arise, the accuracy and timing of our financial reporting may be adversely affected, we may be unable to maintain compliance with securities law
requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, and our stock price may decline
materially as a result.
Our Business Could Be Materially Adversely Affected by a Weakening of the US Dollar against 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
conducts certain transactions in Dominican pesos. We are subject to the risk that currency exchange rates between the United States and the Dominican
Republic will fluctuate significantly, potentially resulting in an increase in some of our expenses when US dollars are transferred to Dominican pesos to pay
these expenses.
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 building of approximately 95,000 square foot on a six acre plot. This six-acre plot provides the Company with space for expansion of office,
manufacturing and storage capacities. These facilities are pledged as security in the Company’s credit facilities with its primary bank.
The Company's foreign subsidiary located in the Dominican Republic, Napco DR, 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 at an annual cost of approximately $288,000. As of June 30, 2019, 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. The Company is party
to an IRS proceeding described under Income Taxes and in Note 6 to the consolidated financial statements.
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.
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
PART II
Principal Market
NAPCO's Common Stock is traded on the NASDAQ Stock Market, Global Market System, under the symbol NSSC.
Approximate Number of Security Holders
The number of holders of record of NAPCO's Common Stock as of September 10, 2019 was 82 (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.
Equity Compensation Plan Information as of June 30, 2019
PLAN CATEGORY
Equity compensation plans approved by security
holders:
Equity compensation plans not approved by
security holders:
Total
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)
97,900 $
—
97,900 $
11.50
—
11.50
822,900(1)
—
822,900(1)
(1) In December 2018, the stockholders approved the 2018 Non-Employee Stock Option Plan which authorizes the granting of awards, the exercise of
which would allow up to an aggregate of 50,000 shares of the Company's common stock to be acquired by the holders of such awards. In December
2012, the stockholders approved the 2012 Employee Stock Option Plan which authorizes the granting of awards, the exercise of which would allow
up to an aggregate of 950,000 shares of the Company's common stock to be acquired by the holders of such awards. In December 2012, the
stockholders also approved the 2012 Non-Employee Stock Option Plan which authorizes the granting of awards, the exercise of which would allow
up to an aggregate of 50,000 shares of the Company's common stock to be acquired by the holders of such awards.
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 (3)
Income from Operations
Net Income
Cash Flow Data:
Net cash flows provided by operating activities
Net cash flows used in investing activities
Net cash flows used in financing activities
Per Share Data:
Net earnings per common share:
Basic
Diluted
Weighted average common shares outstanding:
Basic
Diluted
Cash Dividends declared per common share (1)
Balance sheet data:
Working capital (2)
Total assets
Long-term debt
Stockholders' equity
$
$
$
$
$
2019(4)
102,932 $
43,890
13,466
12,223
8,653
(1,988)
(3,945)
Fiscal Year Ended and at June 30
(In thousands, except share and per share data)
2017
2016
2018
91,746 $
37,995
8,414
7,649
7,864
(1,280)
(4,730)
87,374 $
36,301
6,378
5,599
2,448
(1,414)
(1,385)
82,513 $
33,753
6,323
5,773
9,160
(693)
(7,008)
2015
77,762
31,429
5,281
4,845
3,887
(730)
(3,294)
0.66 $
0.66 $
0.41 $
0.41 $
0.30 $
0.30 $
0.31 $
0.31 $
0.25
0.25
18,574,000
18,624,000
.00 $
18,788,000
18,825,000
.00 $
18,809,000
18,854,000
.00 $
18,874,000
18,894,000
.00 $
19,164,000
19,169,000
.00
51,083 $
85,908
—
71,172
44,301 $
73,269
—
63,453
40,798 $
70,862
3,500
56,889
36,888 $
64,769
4,500
51,273
35,590
65,037
9,100
46,504
(1) The Company has never paid a dividend on its common stock.
(2) Working capital is calculated by deducting Current Liabilities from Current Assets.
(3) Prior period balances have been reclassified to conform with the current period presentation.
(4) ASC 606-10-50 was adopted on July 1, 2018. See Footnote 2 to the consolidated financial statements.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Overview
The Company is a diversified manufacturer and service provider of security products, encompassing access control systems, door security products, intrusion
and fire alarm systems, video surveillance products for commercial and residential use and wireless communication service for intrusion and fire alarm
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. International sales accounted for approximately 2% of our revenues for each of the
fiscal years ended June 30, 2019 and 2018. During fiscal 2019, recurring revenue from service was $17,427,000, representing approximately 17% of Net
sales.
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 may contribute to increasing profit margins. Conversely, when production levels decline our
fixed costs are spread over reduced levels, which may contribute to 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. The Company does not expect products resulting from our R&D
investments in a given fiscal year to contribute materially to revenue during that same 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
We are subject to the effects of general economic and market conditions. In the event that the U.S. or international economic conditions deteriorate, our
revenue, profit and cash-flow levels could be materially adversely affected in future periods. In the event of such deterioration, 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. If such events do occur, they may result in our fixed and
semi-variable expenses becoming too high in relation to our revenues and cash flows.
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. The timing
of any significant deterioration of the current economic conditions may also affect this trend.
Critical Accounting Policies and Estimates
The Company's significant accounting policies are fully described in Notes 1 and 2 to the Company's consolidated financial statements included in its 2019
Annual Report on Form 10-K. Management believes the following critical accounting policies, among others, affect its more significant judgments and
estimates used in the preparation of its consolidated financial statements.
Net Sales
The Company is engaged in one major line of business: the development, manufacture, and distribution of security products, encompassing access
control systems, door security products, intrusion and fire alarm systems, alarm communication services, and video surveillance products for commercial
and residential use. The Company also provides wireless communication service for intrusion and fire alarm systems on a monthly basis. 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. Sales to unaffiliated customers are primarily shipped from the United States. The Company has
customers worldwide with major concentrations in North America.
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company
expects to receive in exchange for those products or services.
For product sales the Company typically transfers control at a point in time upon shipment or delivery of the product. For monthly communication
services the Company satisfies its performance obligation as the services are rendered and therefore recognizes revenue over the monthly period.
Typically timing of revenue recognition coincides with the timing of invoicing to the customers, at which time the Company has an unconditional right to
consideration. As such, the Company typically records a receivable when revenue is recognized.
The contract with the customer states the final terms of the sale, including the description, quantity, and price of each product purchased. Payment for
product sales is typically due within 30 and 180 days of the delivery date. Payment for monthly communication services is billed on a monthly basis and
is typically due at the beginning of the month of service.
The Company provides limited standard warranty for defective products, usually for a period of 24 to 36 months. The Company accepts returns for such
defective products as well as for other limited circumstances. The Company also provides rebates to customers for meeting specified purchasing targets
and other coupons or credits in limited circumstances. The Company establishes reserves for the estimated returns, rebates and credits and measures such
variable consideration based on the expected value method using an analysis of historical data. Changes to the estimated variable consideration in
subsequent periods are not material.
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. As a percentage of gross sales, sales returns, rebates and allowances were 8% and 7% for the fiscal years ended June 30, 2019 and
2018, 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 that comprised 19% and 22% of the Company’s accounts receivable at June 30,
2019 and 2018, respectively. Sales to this customer comprised 10% of net sales in each of the fiscal years ended June 30, 2019 and 2018. The Company
had another customer with an accounts receivable balance that comprised 11% of the Company’s accounts receivable at June 30, 2019 and June 30, 2018.
Sales to this customer did not exceed 10% of net sales in either of the fiscal years ended June 30, 2019 and 2018.
In the ordinary course of business, we have established a reserve for doubtful accounts and customer deductions in the amount of $88,000 and $195,000
as of June 30, 2019 and 2018, respectively. 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 or anticipated events.
Inventories
Inventories are valued at the lower of cost or net realizable 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.
In addition, the Company records an inventory obsolescence reserve, which represents the difference between the cost of the inventory and its estimated
realizable 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. 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.
Intangible Assets
Impairment of Long-lived Assets– The Company reviews its long-lived assets and certain identifiable intangibles for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured
by a comparison of the carrying amount of an asset group to future net undiscounted cash flows expected to be generated by the asset group. If such
assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the
fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. As of June 30, 2019 and
2018, the Company has determined that no impairment of long-lived assets exists.
The Company evaluates its indefinite Intangible Assets for impairment at least on an annual basis and will evaluate them earlier if there are indicators of
a potential impairment. Those intangible assets that are classified as other intangibles with indefinite lives are not amortized. Impairment testing is
performed in two steps: (i) the Company determines if there is 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 intangible assets with the carrying
amount of the intangible assets. The Company has concluded that no impairment of intangible assets occurred during the years ended June 30, 2019 and
2018.
Income Taxes
The Company has identified the United States and New York State as its major tax jurisdictions. Fiscal 2016 and forward years are still open for
examination. In addition, the Company has a wholly-owned subsidiary which operates in a Free Zone in the Dominican Republic (“DR”) and is exempt
from DR income tax.
The Company was audited by the Internal Revenue Service (“IRS”) for the fiscal year 2016. In July 2019, the Company received Form 4549-A, Income
Tax Examination Changes from the IRS proposing an adjustment to income for the fiscal 2016 tax year regarding deemed dividends based on its
interpretation under Internal Revenue Code (“IRC”) Section 956 arising from the intercompany balances on the books of the Company. The incremental
tax liability associated with the income adjustment proposed by the IRS would be approximately $1.8 million, excluding any interest and penalties. In
August 2019, the Company filed a formal protest with the IRS requesting an opportunity to appeal the examination findings to the Appeals Office. The
Company strongly believes that the position of the IRS with regard to this matter is inconsistent with the provisions of IRC Section 956 and management
believes that the Company will prevail, and that the tax originally paid in fiscal 2016 is correct, as such no additional reserve for this tax uncertainty has
been recognized. However, there can be no assurance that this matter will ultimately be resolved in the Company's favor.
For the year ended June 30, 2019, the Company recognized a net income tax expense of $1,222,000. During the year ending June 30, 2019 the Company
decreased its reserve for uncertain income tax positions by $96,000. 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, 2019, the Company had accrued interest totaling $0 and $125,000 of
unrecognized net tax benefits that, if recognized, would favorably affect the Company’s effective income tax rate in any future period. The Company
claims research and development (“R&D”) tax credits on eligible research and development expenditures. The R&D tax credits are recognized as a
reduction to income tax expense.
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. 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.
Liquidity and Capital Resources
The Company's cash on hand as of June 30, 2018 combined with proceeds from operating activities during fiscal 2019 were adequate to meet the Company's
capital expenditure and financing needs during fiscal 2019. 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 2021. As of
June 30, 2019, $0 was outstanding under this revolving line of credit. As of June 30, 2019, the Company's unused sources of funds consisted principally of
$8,028,000 in cash and cash equivalents and $11,000,000 unused balance available under its revolving line of credit.
The Revolving Credit Facility contains 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.
During the year ended June 30, 2019, the Company utilized its cash on hand at June 30, 2018 ($5,308,000) and a portion of its cash provided by operations
($678,000 of $8,653,000) to repurchase treasury stock ($3,998,000) and purchase property, plant and equipment ($1,988,000).
As of June 30, 2019, the Company’s primary outside source of financing consisted of a revolving credit facility of $11,000,000 (the “Revolving Credit
Facility”) which expires in June 2021. As of June 30, 2019 and 2018, there were no outstanding balances under the Revolving Credit Facility. This facility is
described more fully in Note 7 to the consolidated financial statements.
The Company believes its current working capital, anticipated cash flows from operations and its Revolving Credit Agreement will be sufficient to fund the
Company’s operations through at least the next twelve months.
The Company takes into consideration several factors in measuring its liquidity, including the ratios set forth below:
Current Ratio
Sales to Receivables
Total debt to equity
As of June 30,
2019
4.6 to 1
4.0 to 1
0.0 to 1
2018
5.7 to 1
4.0 to 1
0.0 to 1
As of June 30, 2019, 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, on which the Company’s principle manufacturing facility is located, at an annual cost of approximately $288,000.
Working Capital. Working capital increased by $6,782,000 to $51,083,000 at June 30, 2019 from $44,301,000 at June 30, 2018. Working capital is calculated
by deducting Current Liabilities from Current Assets.
Accounts Receivable. Accounts Receivable increased by $3,232,000 to $25,970,000 at June 30, 2019 as compared to $22,738,000 at June 30, 2018. The
increase in Accounts Receivable was due primarily to an increase in sales for the quarter ended June 30, 2019 as compared to the same quarter a year ago.
Inventories. Inventories, which include both current and non-current portions, increased by $5,904,000 to $34,838,000 at June 30, 2019 as compared to
$28,934,000 at June 30, 2018. The increase was due primarily to the Company building up levels of its recently introduced and soon to be introduced new
products.
Accounts Payable and Accrued Expenses. Accounts payable and accrued expenses, not including income taxes payable, increased by $4,715,000 to
$13,824,000 as of June 30, 2019 as compared to $9,109,000 at June 30, 2018. This increase is primarily due to the increase in inventory as described above.
Off-Balance Sheet Arrangements
The Company does not maintain any off-balance sheet arrangements.
Results of Operations
Fiscal 2019 Compared to Fiscal 2018
Net sales
Gross profit
Gross profit as a % of net sales
Research and development
Selling, general and administrative
Selling, general and administrative as a % of net sales
Income from operations
Interest expense, net
Provision for income taxes
Net income
Fiscal year ended June 30, (dollars in thousands)
$
2019
2018
102,932
43,890
$
42.6%
7,212
23,212
91,746
37,995
41.4%
6,630
22,951
22.6%
25.0%
13,466
21
1,222
12,223
8,414
81
684
7,649
% Increase/
(decrease)
12.2%
15.5%
2.9%
8.8%
1.1%
(9.6)%
60.0%
(74.1)%
78.7%
59.8%
Net sales in fiscal 2019 increased by $11,186,000 to $102,932,000 as compared to $91,746,000 in fiscal 2018. The increase in net sales was primarily due to
increased sales of the Company’s alarm communication services ($5,425,000), Napco brand intrusion products ($2,809,000), Alarm Lock brand door-locking
products ($2,246,000), Marks brand door-locking products ($568,000), and Continental brand access control products ($138,000).
The Company's gross profit increased by $5,895,000 to $43,890,000 or 42.6% of net sales in fiscal 2019 as compared to $37,995,000 or 41.4% of net sales in
fiscal 2018. Gross profit was primarily affected by the increase in net sales as discussed above as partially offset by increased salary and freight expenses.
Research and Development expenses increased by $582,000 to $7,212,000 in fiscal 2019 as compared to $6,630,000 in fiscal 2018. The increase was due
primarily to the addition of personnel.
Selling, general and administrative expenses for fiscal 2019 increased by $261,000 to $23,212,000 as compared to $22,951,000 in fiscal 2018. Selling,
general and administrative expenses as a percentage of net sales decreased to 22.6% in fiscal 2019 from 25.0% in fiscal 2018. The increase in dollars resulted
primarily from increases in employee compensation. The decrease as a percentage of sales was primarily the result of the percentage increase in sales
exceeding that of the increase in Selling, general and administrative expenses.
Interest expense for fiscal 2019 decreased by $60,000 to $21,000 as compared to $81,000 for the same period a year ago. The decrease was due to the
Company eliminating its outstanding debt during fiscal 2018. The remaining interest relates to charges on the unused portion of the Company’s revolving line
of credit.
The Company’s provision for income taxes for fiscal 2019 increased by $538,000 to $1,222,000 as compared to $684,000 for the same period a year ago. The
Company’s effective tax rate remained relatively constant at 9% for fiscal 2019 as compared to 8% for fiscal 2018.
Net income for fiscal 2019 increased by $4,574,000 to $12,223,000 as compared to $7,649,000 in fiscal 2018. This resulted primarily from the items
discussed above.
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, uncertain economic, military and political conditions in the world, our ability to maintain and
develop competitive products, adverse tax consequences of offshore operations, the ability to maintain adequate financing and significant fluctuations in the
exchange rate between the Dominican Peso and the U.S. Dollar. The Company’s Risk Factors are discussed in more detail in Item 1A.
ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's principal financial instrument is long-term debt (consisting of a revolving credit facility) that provides for interest based on the prime rate or
LIBOR as described in the agreement. The Company is affected by market risk exposure primarily through the effect of changes in interest rates on amounts
payable by the Company under these credit facilities.
All foreign sales transactions by the Company are denominated in U.S. dollars. As such, the Company has shifted foreign currency exposure onto 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. We are also 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 or weakening in the U.S. dollar to the RD$ would result in an
annual increase or decrease in income from operations of approximately $700,000.
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
Management Report on Internal Control
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2019 and 2018
Consolidated Statements of Income for the Fiscal Years Ended June 30, 2019 and 2018
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended June 30, 2019 and 2018
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2019 and 2018
Notes to Consolidated Financial Statements
Page
FS-1
FS-2
FS-4
FS-5
FS-6
FS-7
FS-8
Management Report on Internal Control
Management has prepared and is responsible for our consolidated financial statements and related notes. Management is also responsible for establishing and
maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as
amended. Napco Technologies, Inc. (the “Company”) internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made only in accordance with the authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of
the Company’s assets that could have a material effect on the financial statements.
Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements prepared for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to
the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
Management conducted an assessment of the effectiveness of internal control over financial reporting based on the framework in Internal Control –
Integrated Framework (2013) as issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management
determined that as of June 30, 2019, the Company did maintain effective internal control over financial reporting.
The effectiveness of our internal control over financial reporting as of June 30, 2019 has been audited by Baker Tilly Virchow Krause, LLP, an independent
registered public accounting firm, as stated in their report included herein.
FS-1
Report of Independent Registered Public Accounting Firm
To the stockholders and board of directors of Napco Security Technologies, Inc. and Subsidiaries:
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Napco Security Technologies, Inc. and Subsidiaries (the "Company") as of June 30, 2019
and 2018, the related consolidated statements of income, stockholders’ equity, and cash flows, for each of the two years in the period ended June 30, 2019,
and the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company’s internal control over financial
reporting as of June 30, 2019, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and
2018, and the results of their operations and their cash flows for each of the two years in the period ended June 30, 2019, in conformity with accounting
principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of June 30, 2019, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.
Adoption of New Accounting Standard
As discussed in Notes 1 and 2 to the consolidated financial statements, the Company has changed its method of accounting for revenue for the year ended
June 30, 2019 due to the adoption of FASB Accounting Standards Update No. 2014-09 (Topic 606), Revenue from Contracts with Customers, and related
amendments.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company's consolidated financial statements and an opinion on the Company’s
internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over
financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
FS-2
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed 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. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
/s/ BAKER TILLY VIRCHOW KRAUSE, LLP
We have served as the Company's auditor since 2009.
Melville, New York
September 13, 2019
FS-3
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands except for share and per share data)
CURRENT ASSETS
Cash and cash equivalents
Accounts receivable, net of allowance for doubtful accounts of $88 and $195 at June 30, 2019 and 2018,
respectively, and other reserves
Inventories
Prepaid expenses and other current assets
Total Current Assets
Inventories - non-current
Deferred income taxes
Property, plant and equipment, net
Intangible assets, net
Other assets
TOTAL ASSETS
CURRENT LIABILITIES
Accounts payable
Accrued expenses
Accrued salaries and wages
Accrued income taxes
Total Current Liabilities
Deferred income taxes
Accrued income taxes
Total Liabilities
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY
Common Stock, par value $0.01 per share; 40,000,000 shares authorized; 21,227,094 and 21,204,327 shares issued;
and 18,477,784 and 18,729,082 shares outstanding, respectively
Additional paid-in capital
Retained earnings
Less: Treasury Stock, at cost (2,749,310 and 2,475,245 shares, respectively)
TOTAL STOCKHOLDERS' EQUITY
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
See accompanying notes to consolidated financial statements.
FS-4
June 30,
2019
2018
$
8,028 $
5,308
25,970
29,576
1,881
65,455
5,262
-
7,694
7,232
265
85,908 $
5,135 $
6,273
2,416
548
14,372
72
292
14,736
212
17,103
70,924
(17,067)
71,172
85,908 $
22,738
24,533
1,124
53,703
4,401
564
6,791
7,545
265
73,269
4,807
2,112
2,190
293
9,402
-
414
9,816
212
16,890
59,420
(13,069)
63,453
73,269
$
$
$
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Net sales:
Equipment revenues
Service revenues
Cost of sales:
Equipment related expenses
Service related expenses
Gross Profit
Research and development
Selling, general, and administrative expenses
Operating Income
Other expense:
Interest expense, net
Income before Provision for Income Taxes
Provision for Income Taxes
Net Income
Income per share:
Basic
Diluted
Weighted average number of shares outstanding:
Basic
Diluted
Fiscal Year ended June 30,
2019
2018
(in thousands except for share and per share data)
$
$
$
$
$
85,505
17,427
102,932
55,240
3,802
59,042
43,890
7,212
23,212
30,424
13,466
21
13,445
1,222
12,223
$
0.66
0.66
$
$
79,744
12,002
91,746
50,962
2,789
53,751
37,995
6,630
22,951
29,581
8,414
81
8,333
684
7,649
0.41
0.41
18,574,000
18,624,000
18,788,000
18,825,000
See accompanying notes to consolidated financial statements.
FS-5
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
Common Stock
Treasury Stock
Fiscal Years ended June 30, 2019 and 2018
(in thousands except for share data)
Balances at June 30, 2017
Repurchase of treasury shares
Stock options exercised
Stock-based compensation expense
Net income
Number of
Shares
Issued
21,174,507 $
-
29,820
-
-
Additional
Paid-in
Capital
Amount
212 $
-
-
-
-
16,638
-
106
146
-
Number of
Shares
(2,329,850) $
(145,395)
-
-
-
Amount
Retained
Earnings
(11,732) $
(1,337)
-
-
-
51,771 $
-
-
-
7,649
Total
56,889
(1,337)
106
146
7,649
Balances at June 30, 2018
21,204,327 $
212 $
16,890
(2,475,245) $
(13,069) $
59,420 $
63,453
Implementation of ASC606
Repurchase of treasury shares
Stock options exercised
Stock-based compensation expense
Net income
-
-
22,767
-
-
-
-
-
-
-
-
-
53
160
-
-
(274,065)
-
-
-
-
(3,998)
-
-
-
(719)
-
-
-
12,223
(719)
(3,998)
53
160
12,223
Balances at June 30, 2019
21,227,094 $
212 $
17,103
(2,749,310) $
(17,067) $
70,924 $
71,172
FS-6
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year ended June 30,
2019
2018
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
$
12,223 $
Depreciation and amortization
Provision for doubtful accounts
Change to inventory obsolescence reserve
Deferred income taxes
Non-cash stock based compensation expense
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
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 long-term debt
Proceeds from stock option exercises
Cash paid for purchase of treasury stock
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
Surrender of common shares
1,409
(26)
(272)
755
160
(1,440)
(5,991)
318
(11)
1,528
8,653
(1,988)
(1,988)
-
53
(3,998)
(3,945)
2,720
5,308
8,028 $
23 $
262 $
8
$
$
$
7,649
1,409
40
788
80
146
(2,503)
857
206
(151)
(656)
7,865
(1,280)
(1,280)
(3,500)
106
(1,337)
(4,731)
1,854
3,454
5,308
82
186
11
See accompanying notes to consolidated financial statements.
FS-7
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 access control systems,
door-locking products, intrusion and fire alarm systems and video surveillance products for commercial and residential use. The Company also provides
wireless communication service for intrusion and fire alarm 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.
The Company's fiscal year begins on July 1 and ends on June 30. Historically, the end users of the Company's products want to install its products prior to the
summer; therefore sales of its products historically peak in the period April 1 through June 30, the Company's fiscal fourth quarter, and are reduced in the
period July 1 through September 30, the Company's fiscal first quarter. In addition, demand is affected by the housing and construction markets.
Significant Accounting Policies:
Principles of Consolidation
The consolidated financial statements include the accounts of Napco Security Technologies, Inc. and all of its wholly-owned subsidiaries. All inter-company
balances and transactions have been eliminated in consolidation.
Accounting Estimates
The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) 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 reserves for
sales returns and allowances, allowance for doubtful accounts, inventory reserves, intangible assets and income taxes. Actual results could differ from those
estimates.
Fair Value of Financial Instruments
The methods and assumptions used to estimate the fair value of the following classes of financial instruments were: Current Assets and Current Liabilities -
The carrying amount of cash and cash equivalents, certificates of deposits, current receivables and payables and certain other short-term financial instruments
approximate their fair value as of June 30, 2019 and 2018 due to their short-term maturities.
Cash and Cash Equivalents
Cash and cash equivalents include approximately $460,000 of short-term time deposits at June 30, 2019 and 2018. 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, 2019 and 2018. The Company has not historically experienced any credit losses
with balances in excess of FDIC limits.
Accounts Receivable
Accounts receivable is stated net of the reserves for doubtful accounts of $88,000 and $195,000 as of June 30, 2019 and 2018, respectively. Our reserves for
doubtful accounts are subjective critical estimates that have a direct impact on reported net earnings. These reserves are based upon the evaluation of our
accounts receivable aging, specific exposures, sales levels and historical trends.
FS-8
Inventories
Inventories are valued at the lower of cost or net realizable 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.
In addition, the Company records an inventory obsolescence reserve, which represents any excess of the cost of the inventory over its estimated realizable
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. In addition, and as necessary, the Company may establish specific
reserves for future known or anticipated events. There is inherent professional judgment and subjectivity made by both production and engineering members
of management in determining the estimated obsolescence percentage.
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
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. Infinite-lived 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 G. Marks Hardware, Inc. (“Marks”) in August 2008 included intangible
assets recorded at fair value on the date of acquisition. The customer relationships are amortized over their estimated useful lives of twenty years. The Marks
trade name was deemed to have an indefinite life.
Changes in intangible assets are as follows (in thousands):
Customer relationships
Trade name
June 30, 2019
Accumulated
amortization
Net book
value
June 30, 2018
Accumulated
amortization
Net book
value
Cost
Cost
$
$
9,800 $
5,900
15,700 $
(8,468) $
—
(8,468) $
1,332 $
5,900
7,232 $
9,800 $
5,900
15,700 $
(8,155) $
—
(8,155) $
1,645
5,900
7,545
Amortization expense for intangible assets subject to amortization was approximately $313,000 and $371,000 for the fiscal years ended June 30, 2019 and
2018, respectively. Amortization expense for each of the next five fiscal years is estimated to be as follows: 2020 - $264,000; 2021 - $223,000; 2022 -
$188,000; 2023 - $159,000; and 2024 - $134,000. The weighted average remaining amortization period for intangible assets was 9.1 years and 10.1 years at
June 30, 2019 and 2018, respectively.
FS-9
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. 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 in accordance with Accounting Standards Codification (“ASC”), Topic 606, Revenue from Contracts with Customers,
which the Company adopted effective July 1, 2018. Accordingly, the Company recognizes revenue when its customers obtain control of its products or
services, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods and services. See Note 2 – Revenue
Recognition for additional accounting policies and transition disclosures.
Advertising and Promotional Costs
Advertising and promotional costs are included in "Selling, General and Administrative" expenses in the consolidated statements of income and are expensed
as incurred. Advertising expense for fiscal years ended June 30, 2019 and 2018 was $2,047,000 and $2,011,000, respectively.
Research and Development Costs
Research and development costs incurred by the Company are charged to expense as incurred and are included in operating expenses in the consolidated
statements of income. Company-sponsored research and development expense for the fiscal years ended June 30, 2019 and 2018 was $7,212,000 and
$6,630,000, respectively.
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. 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.
Net Income 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-10
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
Net Income
Weighted Average Shares
2019
2018
2019
2018
Net Income per Share
2018
2019
$
12,223 $
7,649
18,574
18,788 $
0.66 $
0.41
—
—
50
37
—
Diluted EPS
$
12,223 $
7,649
18,624
18,825 $
0.66 $
—
0.41
Options to purchase 2,957 and 217 shares of common stock were excluded for the fiscal years ended June 30, 2019 and 2018, respectively, and 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 three 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 $160,000 and $146,000 were recognized for the fiscal years ended June 30, 2019 and 2018, respectively.
Foreign Currency
The Company has determined the functional currency of all foreign subsidiaries is the U.S Dollar. All foreign operations are considered a direct and integral
part or extension of the Company's operations. The day-to-day operations of all foreign subsidiaries are dependent on the economic environment of the U.S
Dollar. Therefore, no realized and unrealized gains and losses associated with foreign currency translation is recorded for the fiscal years ended June 30, 2019
or 2018.
Comprehensive Income
For the fiscal years ended June 30, 2019 and 2018, 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 12.
Shipping and Handling Revenues and Costs
The Company records the amount billed to customers for shipping and handling in net sales ($430,000 and $476,000 in the fiscal years ended June 30, 2019
and 2018, respectively) and classifies the costs associated with these revenues in cost of sales ($1,115,000 and $988,000 in the fiscal years ended June 30,
2019 and 2018, respectively).
FS-11
Recently Issued and Adopted Accounting Standards
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with
Customers (Topic 606) (ASU 2014-09), which amended the accounting standards for revenue recognition. This standard superseded all prior revenue
recognition standards and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires more detailed disclosures to
enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with
customers.
The Company adopted this ASU effective July 1, 2018. See Note 2, Revenue Recognition for additional accounting policy and transition disclosures.
In February 2016, the FASB issued authoritative guidance that requires lessees to account for most leases on their balance sheets with the liability being equal
to the present value of the lease payments. The right-of-use asset will be based on the lease liability adjusted for certain costs such as direct costs. Lease
expense will be recognized similar to current accounting guidance with operating leases resulting in a straight-line expense and financing leases resulting in a
front-loaded expense similar to the current accounting for capital leases. This guidance becomes effective for the Company’s fiscal 2020 first quarter, with
early adoption permitted. This guidance must be adopted using a modified retrospective transition approach for leases that exist or are entered into after the
beginning of the earliest comparative period in the financial statements, and provides for certain practical expedients. We anticipate the adoption of this
standard will result in an increase in our right of use assets and lease liabilities recorded on our consolidated balance sheets on July 1, 2019. The Company
does not believe the adoption of this guidance will have a material impact on its consolidated results of operations or cash flows.
NOTE 2 – Revenue Recognition and Contracts with Customers
Adoption
On July 1, 2018, the Company adopted new guidance on revenue from contracts with customers using the modified retrospective method applied to contracts
that were not completed as of July 1, 2018. Results for reporting periods beginning after July 1, 2018 are presented under the new guidance, while prior
period amounts are not adjusted and continue to be reported in accordance with previous guidance.
The Company recorded a net decrease to opening retained earnings of approximately $719,000 (net of tax benefit of $191,000) as of July 1, 2018, for the
cumulative impact of adopting the new guidance. The impact primarily related to the change in the recognition and measurement of certain types of variable
consideration, which resulted in the increase in sales allowance reserves (i.e. refund liabilities) by a net of $1,627,000 and increased other assets (i.e. return
related assets) by approximately $716,000. As of June 30, 2019, the Company included return-related assets of approximately $820,000 in other current
assets.
Also, due to the adoption of the new standard, the Company classified certain reserves in respect of refund liabilities that were previously presented as a
reduction from receivables, to current liabilities amounting to approximately $3,524,000 as of June 30, 2019. Further, amounts related to promotion payments
to customers are now classified as a reduction of sales.
The impact of applying this ASU for the fiscal year ended June 30, 2019 resulted in an immaterial change in product sales.
Net Sales
The Company is engaged in one major line of business: the development, manufacture, and distribution of security products, encompassing access control
systems, door security products, intrusion and fire alarm systems, alarm communication services, and video surveillance products for commercial and
residential use. The Company also provides wireless communication service for intrusion and fire alarm systems on a monthly basis. 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. Sales to unaffiliated customers are primarily shipped from the United States. The Company has customers worldwide with
major concentrations in North America.
FS-12
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company
expects to receive in exchange for those products or services.
For product sales the Company typically transfers control at a point in time upon shipment or delivery of the product. For monthly communication services
the Company satisfies its performance obligation as the services are rendered and therefore recognizes revenue over the monthly period.
Typically timing of revenue recognition coincides with the timing of invoicing to the customers, at which time the Company has an unconditional right to
consideration. As such, the Company typically records a receivable when revenue is recognized.
The contract with the customer states the final terms of the sale, including the description, quantity, and price of each product purchased. Payment for product
sales is typically due within 30 and 180 days of the delivery date. Payment for monthly communication services is billed on a monthly basis and is typically
due at the beginning of the month of service.
The Company provides limited standard warranty for defective products, usually for a period of 24 to 36 months. The Company accepts returns for such
defective products as well as for other limited circumstances. The Company also provides rebates to customers for meeting specified purchasing targets and
other coupons or credits in limited circumstances. The Company establishes reserves for the estimated returns, rebates and credits and measures such variable
consideration based on the expected value method using an analysis of historical data. Changes to the estimated variable consideration in subsequent periods
are not material.
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. As
a percentage of gross sales, sales returns, rebates and allowances were 8% and 7% for the fiscal years ended June 30, 2019 and 2018, respectively.
In accordance with ASC 606-10-50, the Company disaggregates revenue from contracts with customers into major product lines. The Company determines
that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and
cash flows are affected by economic factors. As noted in the accounting policy footnote, the Company’s business consists of one operating segment.
Following is the disaggregation of revenues based on major product lines (in thousands):
Major Product Lines:
Intrusion and access alarm products
Door locking devices
Services
Total Revenues
NOTE 3 - Business and Credit Concentrations
Fiscal year ended June 30,
2019
2018
$
$
31,557 $
53,948
17,427
102,932 $
28,610
51,134
12,002
91,746
An entity is more vulnerable to concentrations of credit risk if it is exposed to risk of loss greater than it would have had if it mitigated its risk through
diversification of customers. Such risks of loss manifest themselves differently, depending on the nature of the concentration, and vary in significance. The
Company had one customer with an accounts receivable balance that comprised 19% and 22% of the Company’s accounts receivable at June 30, 2019 and
2018, respectively. Sales to this customer comprised 10% of net sales in each of the fiscal years ended June 30, 2019 and 2018. The Company had another
customer with an accounts receivable balance that comprised 11% of the Company’s accounts receivable at June 30, 2019 and June 30, 2018. Sales to this
customer did not exceed 10% of net sales in either of the fiscal years ended June 30, 2019 and 2018.
FS-13
NOTE 4 - Inventories
Inventories, net of reserves are valued at lower of cost (first-in, first-out method) or net realizable value. 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 as of June 30, (in thousands):
Component parts
Work-in-process
Finished product
Classification of inventories, net of reserves:
Current
Non-current
2019
2018
21,543 $
5,377
7,918
34,838 $
29,576 $
5,262
34,838 $
16,495
4,491
7,948
28,934
24,533
4,401
28,934
$
$
$
$
NOTE 5 - Property, Plant, and Equipment
Property, plant and equipment consist of the following (in thousands):
Land
Buildings
Molds and dies
Furniture and fixtures
Machinery and equipment
Building improvements
Less: accumulated depreciation and amortization
June 30,
2019
2018
Useful Life in Years
$
$
904 $
8,911
7,333
2,691
23,915
1,625
45,379
(37,685)
7,694 $
904 —
8,911 30 to 40
7,275 3 to 5
2,599 5 to 10
22,996 7 to 10
706 Shorter of the lease term or life of asset
43,391
(36,600)
6,791
Depreciation and amortization expense on property, plant, and equipment was approximately $1,085,000 and $1,031,000 in fiscal 2019 and 2018,
respectively.
FS-14
NOTE 6 - Income Taxes
The provision for income taxes is comprised of the following (in thousands):
For the Years Ended
June 30,
2019
2018
Current income taxes:
Federal
State
Deferred income tax provision
$
310 $
141
451
771
Provision for income taxes
$
1,222 $
567
37
604
80
684
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 for the years ended
June 30, (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 not subject to tax
R&D Credit
Transition tax
Foreign withholding tax
Release of accrued tax reserves
U.S. Federal Tax rate reduction
Audit Settlements
Other, net
Effective tax rate
2019
2018
Amount
$
2,822
% of
Pre-tax
Income
% of
Pre-tax
Income
Amount
21.0% $
2,296
27.6%
49
103
(1,219)
(408)
0
0
(151)
0
12
14
1,222
$
0.3%
0.8%
(9.1)%
(3.0)%
0.0%
0.0%
(1.1)%
0.0%
0.1%
0.1%
9.1% $
56
29
(1,895)
(314)
381
256
0
(136)
0
11
684
0.6%
0.3%
(22.7)%
(3.8)%
4.6%
3.1%
0%
(1.6)%
0%
0.1%
8.2%
Deferred tax assets and deferred tax liabilities at June 30, 2019 and 2018 are as follows (in thousands):
Accounts receivable
Inventories
Accrued liabilities
Stock based compensation expense
Intangibles
R&D credit
Property, plant and equipment
Revenue reserves
Other deferred tax liabilities
Valuation allowance
Net deferred tax liabilities
Deferred Tax Assets (Liabilities)
2019
2018
$
$
17
437
233
15
(324)
781
(339)
0
(256)
564
—
564
17 $
246
250
36
(502)
378
(407)
319
(409)
(72)
—
(72) $
FS-15
The Company has identified the United States and New York State as its major tax jurisdictions. Fiscal 2016 and forward years are still open for examination.
In addition, the Company has a wholly-owned subsidiary which operates in a Free Zone in the Dominican Republic (“DR”) and is exempt from DR income
tax.
The Company was audited by the Internal Revenue Service (“IRS”) for the fiscal year 2016. In July 2019, the Company received Form 4549-A, Income Tax
Examination Changes from the IRS proposing an adjustment to income for the fiscal 2016 tax year regarding deemed dividends based on its interpretation
under Internal Revenue Code (“IRC”) Section 956 arising from the intercompany balances on the books of the Company. The incremental tax liability
associated with the income adjustment proposed by the IRS would be approximately $1.8 million, excluding any interest and penalties. In August 2019 the
Company filed a formal protest with the IRS requesting an opportunity to appeal the examination findings to the Appeals Office. The Company believes that
the position of the IRS with regard to this matter is inconsistent with the provisions of IRC Section 956 and management believes that the Company will
prevail, and that the tax originally paid in fiscal 2016 is correct, as such no additional reserve for this tax uncertainty has been recognized. However, there can
be no assurance that this matter will ultimately be resolved in the Company's favor.
The provision for income taxes represents Federal, Foreign, and State and Local income taxes. The effective rate differs from statutory rates due to the effect
of tax rates in foreign jurisdictions, state and local income taxes, tax benefit of R&D credits, certain nondeductible expenses, release of uncertain tax positions
for R&D tax credits and global intangible low-taxed income (“GILTI”).
On December 22, 2017, the U.S. government passed the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act is comprehensive tax legislation effective
January 1, 2018 that implements complex changes to the U.S. tax code including, but not limited to, the reduction of the corporate tax rate from 35% to 21%
and includes provisions to tax GILTI. We are subject to the GILTI provisions effective for fiscal year ended June 30, 2019. The Tax Act also imposed a one-
time transition tax on its unremitted foreign earnings. ASC 740 requires filers to record the effects of tax law changes in the period enacted. However, the
SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), that permits filers to record provisional amounts during a measurement period ending no later
than one year from the date of the Act’s enactment. As of March 31, 2019, the Company finalized its accounting for the income tax effects of the Tax Act and
no additional expense was recorded since the final transition tax expense was equal to the $381,000 provisional expense reported in the fiscal year ended June
30, 2018. The net section 965 tax liability was $442,000, which is payable over 8 years.
During the year ending June 30, 2019 the Company decreased its reserve for uncertain income tax positions by $96,000. 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, 2019, the Company had
accrued interest totaling $0 and $125,000 of unrecognized net tax benefits that, if recognized, would favorably affect the Company’s effective income tax rate
in any future period. The Company does not expect that its unrecognized tax benefits will significantly change within the next twelve months. The Company
claims R&D tax credits on eligible research and development expenditures. The R&D tax credits are recognized as a reduction to income tax expense.
FS-16
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, 2017
Increases to unrecognized tax benefits resulting from the generation of additional R&D credits
Balance of gross unrecognized tax benefits as of June 30, 2018
Decrease to unrecognized tax benefits resulting from the release of R&D credits due to the IRS
audit
Increases to unrecognized tax benefits resulting from the generation of additional R&D credits
$
$
183 $
38
221 $
(151)
55
Balance of gross unrecognized tax benefits as of June 30, 2019
$
125 $
— $
—
— $
—
— $
183
38
221
(151)
55
125
Tax
Interest
Total
The Company plans to permanently reinvest a substantial portion of its foreign earnings and as such has not provided withholding tax on the permanently
reinvested earnings. The Company has accrued $408,000 for withholding taxes on undistributed earnings that are not permanently reinvested. As of June 30,
2019 the Company had approximately $31.3 million of undistributed earnings of foreign subsidiaries.
NOTE 7 - Long-Term Debt
As of June 30, 2019, long-term debt consisted of a revolving line of credit of $11,000,000 (“Agreement”) which expires in June 2021.
Outstanding balances and interest rates as of June 30, 2019 and June 30, 2018 are as follows (dollars in thousands):
June 30, 2019
June 30, 2018
Revolving line of credit
Outstanding Interest Rate Outstanding Interest Rate
n/a
n/a $
$
—
—
The Agreement also provides for a LIBOR-based interest rate option of LIBOR plus 1.15% to 2.00%, 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 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, and 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 Agreement contains 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 Agreement.
NOTE 8 - Stock Options
The Company follows ASC 718 (“Share-Based Payment”), which requires that all share based payments to employees, including stock options, be recognized
as compensation expense in the consolidated financial statements based on their fair values and over the requisite service period. For the fiscal years ended
June 30, 2019 and 2018, the Company recorded non-cash compensation expense of $160,000 ($0.01 per basic and diluted share) and $146,000 ($0.01 per
basic and diluted share), respectively, relating to stock-based compensation
FS-17
2012 Employee Stock Option Plan
In December 2012, the stockholders approved the 2012 Employee Stock Option Plan (the 2012 Employee Plan). The 2012 Employee Plan authorizes the
granting of awards, the exercise of which would allow up to an aggregate of 950,000 shares of the Company's common stock to be acquired by the holders of
such awards. Under this plan, the Company may grant stock options, which are intended to qualify as incentive stock options (ISOs), to valued 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 2012 Employee Plan, stock options may be granted to valued employees with a term of up to 10 years at an exercise price equal to or greater than
the fair market value on the date of grant and are exercisable, in whole or in part, at 20% per year beginning on the date of grant. An option granted under this
plan shall vest in full upon a “change in control” as defined in the plan. At June 30, 2019, 72,500 stock options were outstanding, 33,800 stock options were
exercisable and 792,900 stock options were available for grant under this plan.
The fair value of each option granted during fiscal 2019 and 2018 was estimated on the date of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions:
Risk-free interest rates
Expected lives
Expected volatility
Expected dividend yields
2019
2.5% - 3.1%
10 years
48% - 52%
0%
2018
2.4%
10 years
52%
0%
The Company uses a weighted-average expected stock-price volatility assumption that is a combination of both current and historical implied volatilities of
the underlying stock. The implied volatilities were obtained from publicly available data sources. For the weighted-average expected option life assumption,
the Company considers the exercise behavior of past grants. The average risk-free interest rate is based on the U.S. Treasury Bond rate for the expected term
of the options and the average dividend yield is based on historical experience.
The following table reflects activity under the 2012 Plan for the fiscal years ended June 30,:
2019
2018
Outstanding, beginning of year
Granted
Terminated
Exercised
Outstanding, end of year
Exercisable, end of year
Options
57,200 $
29,000
0
(13,700)
72,500 $
33,800 $
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
$
$
$
$
9.15
160,000
1,353,000
731,000
FS-18
Weighted
average
exercise
price
5.84
9.01
9.15
5.68
7.09
6.55
Weighted
average
exercise
price
7.09
16.59
0
6.42
11.01
8.05
$
$
$
$
Options
70,600 $
25,000
(4,000)
(34,400)
57,200 $
30,400 $
5.61
187,000
324,000
246,000
The following table summarizes information about stock options outstanding under the 2012 Employee Plan at June 30, 2019:
Range of
exercise prices
Number
outstanding
Options outstanding
Weighted
average
remaining
contractual life
7.6
7.6
$
$
72,500
72,500
Options exercisable
Weighted
average exercise
price
Number
exercisable
Weighted
average exercise
price
11.01
11.01
33,800 $
33,800 $
8.05
8.05
$4.37-$22.89
As of June 30, 2019, there was $297,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the
2012 Employee Plan. 29,000 and 25,000 options were granted during the fiscal years ended June 30, 2019 and 2018, respectively. 8,200 of the 13,700 stock
options exercised during the fiscal year ended June 30, 2019 were settled by exchanging 3,106 shares of the Company’s common stock which were retired
and returned to unissued status upon receipt. 18,000 of the 34,400 stock options exercised during the fiscal year ended June 30, 2018 were settled by
exchanging 7,940 shares of the Company’s common stock which were retired and returned to unissued status upon receipt. The total fair value of the options
vesting during the fiscal years ended June 30, 2019 and 2018 under this plan was $95,000 and $86,000, respectively. $31,000 and $106,000 was received
from option exercises for the fiscal years ended June 30, 2019 and 2018, respectively, and the actual tax benefit realized for the tax deductions from option
exercises was $0 for each of these periods.
2012 Non-Employee Stock Option Plan
In December 2012, the stockholders approved the 2012 Non-Employee Stock Option Plan (the 2012 Non-Employee Plan). This plan authorizes the granting
of awards, the exercise of which would allow up to an aggregate of 50,000 shares of the Company's common stock to be acquired by the holders of such
awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.
Under the 2012 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market
value on the date of grant and are exercisable in whole or in part at 20% per year beginning on the date of grant. An option granted under this plan shall vest
in full upon a “change in control” as defined in the plan. At June 30, 2019, 10,200 stock options were outstanding, 3,000 stock options were exercisable and
no further stock options were available for grant under this plan.
The fair value of each option granted during fiscal 2018 was estimated on the date of grant using the Black-Scholes option-pricing model with the following
weighted average assumptions:
Risk-free interest rates
Expected lives
Expected volatility
Expected dividend yields
2018
2.4%
10 years
52%
0%
FS-19
The following table reflects activity under the 2012 Non-Employee Plan 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
$
$
$
2019
2018
Weighted
average
exercise
price
6.85
—
8.70
5.91
7.99
6.27
$
$
$
$
Options
27,800 $
—
(1,800)
(15,800)
10,200 $
3,000 $
n/a
192,000
221,000
70,000
Options
14,200 $
15,000
—
(1,400)
27,800 $
13,800 $
5.55
14,000
217,000
125,000
Weighted
average
exercise
price
4.69
8.70
—
4.73
6.85
5.61
The following table summarizes information about stock options outstanding under the 2012 Non-Employee Plan at June 30, 2019:
Range of
exercise prices
Number
outstanding
Options outstanding
Weighted average
remaining
contractual life
7.8
7.8
$
$
10,200
10,200
Weighted
average exercise
price
Options exercisable
Number
exercisable
Weighted
average exercise
price
7.99
7.99
3,000 $
3,000 $
6.27
6.27
$4.37 - $8.70
As of June 30, 2019, there was $50,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012
Non-Employee Plan. 0 and 15,000 options were granted during the fiscal years ended June 30, 2019 and 2018, respectively. 14,600 of the 15,800 stock
options exercised during the fiscal year ended June 30, 2019 were settled by exchanging 4,832 shares of the Company’s common stock which were retired
and returned to unissued status upon receipt. The 1,400 stock options exercised during the fiscal year ended June 30, 2018 were settled by exchanging 452
shares of the Company’s common stock which were retired and returned to unissued status upon receipt and the actual tax benefit realized for the tax
deductions from option exercises was $0 for each of these periods. The total fair value of the options vesting during each of the fiscal years ended June 30,
2019 and 2018 under this plan was $22,000 and $39,000, respectively.
FS-20
2018 Non-Employee Stock Option Plan
In December 2018, the stockholders approved the 2018 Non-Employee Stock Option Plan (the “2018 Non-Employee Plan”). This plan authorizes the
granting of awards, the exercise of which would allow up to an aggregate of 50,000 shares of the Company's common stock to be acquired by the holders of
such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.
Under the 2018 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market
value on the date of grant and are exercisable in whole or in part at 20% per year beginning on the date of grant. An option granted under this plan shall vest
in full upon a “change in control” as defined in the plan. At June 30, 2019, 15,200 stock options were outstanding, 2,400 stock options were exercisable and
30,000 stock options were available for grant under this plan.
The fair value of each option granted during the fiscal year ended June 30, 2019 was estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted average assumptions:
Risk-free interest rates
Expected lives
Expected volatility
Expected dividend yields
2019
2.9%
10 years
50%
0%
The following table reflects activity under the 2018 Employee plan for the fiscal year ended June 30, 2019:
Outstanding, beginning of year
Granted
Terminated/Lapsed
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
FS-21
2019
Options
Weighted average
exercise price
—
16.20
16.20
16.20
16.20
16.20
— $
20,000
(3,200)
(1,600)
15,200 $
2,400 $
10.24
24,000
205,000
32,000
$
$
$
$
As of June 30, 2019, there was $164,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the
2018 Non-Employee Plan. 20,000 options were granted during the fiscal years ended June 30, 2019. 800 of the 1,600 stock options exercised during the fiscal
year ended June 30, 2019 were settled by exchanging 395 shares of the Company’s common stock which were retired and returned to unissued status upon
receipt and the actual tax benefit realized for the tax deductions from option exercises was $0 for each of these periods. The total fair value of the options
vesting during the fiscal year ended June 30, 2019 under this plan was $41,000.
NOTE 9 – Stockholders’ Equity Transactions
On September 16, 2014 the Company’s board of directors authorized the repurchase of up to 1 million of the approximately 19.4 million shares of the
Company’s common stock outstanding. The repurchase will be made from time to time in the open market or in privately negotiated transactions subject to
market conditions and the market price of the common stock. Relative to the loan agreement described in Note 6, the Company’s lender gave its consent to
this stock repurchase plan. During the fiscal year ended June 30, 2019 the Company repurchased 274,065 shares of its outstanding common stock at a
weighted average price of $14.59. Shares repurchased through June 30, 2019 are included in the Company’s Treasury Stock as of June 30, 2019.
During fiscal 2019, certain employees and Directors exercised incentive stock options under the Company’s 2012 Plan totaling 31,100 shares. 23,600 of these
exercises were completed as cashless exercises as allowed for under the Plans, where the exercise shares are issued by the Company in exchange for shares of
the Company’s common stock that are owned by the optionees. The number of shares surrendered by the optionees was 8,333 and was based upon the per
share price on the effective date of the option exercise.
During fiscal 2018, certain employees and Directors exercised incentive stock options under the Company’s 2012 and 2002 Plans totaling 40,800 shares.
24,400 of these exercises were completed as cashless exercises as allowed for under the Plans, where the exercise shares are issued by the Company in
exchange for shares of the Company’s common stock that are owned by the optionees. The number of shares surrendered by the optionees was 11,207 and
was based upon the per share price on the effective date of the option exercise.
NOTE 10 - 401(k) Plan
The Company maintains a 401(k) plan (“the Plan”) that covers 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 $133,000 and $132,000 for the
years ended June 30, 2019 and 2018, respectively.
NOTE 11 - Commitments and Contingencies
Leases
The Company is committed under various operating leases, not including the land lease discussed below, which do not extend beyond fiscal 2023. 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,
2020
2021
2022
2023
Total
Amount
27,000
26,000
23,000
9,000
85,000
$
FS-22
Rent expense, with the exception of the land lease referred to below, totaled approximately $42,000 and $35,000, for the fiscal years ended June 30, 2019 and
2018, 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 $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, 2019, the Company was obligated under three employment agreements and one severance agreement. The employment agreements are with
the Company’s CEO, Senior Vice President of Sales and Marketing (“the SVP of Sales”) and the Senior Vice President of Engineering (“the SVP of
Engineering”). The employment agreement with the CEO provides for an annual salary of $752,000, 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. The employment agreement with the SVP of Sales expires in October
2020 and provides for an annual salary of $334,000, a bonus arrangement for fiscal 2019 and, if terminated by the Company without cause, severance of nine
months’ salary and continued company-sponsored health insurance for six months from the date of termination. The employment agreement with the SVP of
Engineering expires in August 2020 and provides for an annual salary of $302,000, a bonus arrangement for fiscal 2019 and, if terminated by the Company
without cause, severance of nine month’s salary and continued company-sponsored health insurance for six months from the date of termination. The
severance agreement is with the Senior Vice President of Operations and Finance and provides for, if terminated by the Company without cause or within
three months of a change in corporate control of the Registrant, severance of nine month’s salary, continued company-sponsored health insurance for six
months from the date of termination and certain non-compete and other restrictive provisions.
NOTE 12 - Geographical Data
The Company is engaged in one major line of business: the development, manufacture, and distribution of security products, encompassing access control
systems, door-locking products, intrusion and fire alarm systems and video surveillance products for commercial and residential use. The Company also
provides wireless communication service for intrusion and fire alarm 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. Sales to
unaffiliated customers are primarily shipped from the United States. The Company has customers worldwide with major concentrations in North America.
FS-23
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)
Total Identifiable Assets
Fiscal Year ended June 30,
2019
2018
(in thousands)
$
$
$
$
100,716 $
2,216
102,932 $
89,490
2,256
91,746
As of June 30,
2019
2018
59,683 $
26,225
85,908 $
52,928
20,341
73,269
(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 (2019 = $22,549; 2018 = $16,592) and fixed assets (2019 = $3,443; 2018 = $3,462) located at the Company's principal
manufacturing facility in the Dominican Republic.
NOTE 13 – Subsequent Events
The Company has evaluated subsequent events occurring after the date of the consolidated financial statements for events requiring recording or disclosure in
the consolidated financial statements.
FS-24
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, 2019, 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 as of June 30, 2019.
Management’s Annual Report on Internal Control Over Financial Reporting. Management’s Report on Internal Control over Financial Reporting is set forth
on page FS-1.
Audit Opinion on Internal Control over Financial Reporting. The effectiveness of the Company’s internal control over financial reporting has been audited by
Baker Tilly Virchow Krause, LLP an independent registered public accounting firm, as stated in their report, which is included herein on page FS-2.
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.
The Board of Directors of the Company has an Audit Committee comprised of three non-management directors. Currently there is a vacancy resulting from
the death of Arnold Blumenthal. The Committee meets periodically with financial management and the independent auditors to review accounting, control,
audit and financial reporting matters. Baker Tilly Virchow Krause, LLP has full and free access to the Audit Committee, with and without the presence of
management.
Changes in Internal Control over Financial Reporting. During the quarterly period ending June 30, 2018, we identified a material weakness in our internal
control over financial reporting regarding controls related to a lack of supervision and review to ensure proper internal control over financial reporting.
During the fiscal year ended June 30, 2019, we initiated a process that remediated that material weakness.
ITEM 9B: OTHER INFORMATION
None
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information about our directors appearing in the Company’s Definitive Proxy Statement for the 2019 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 (“Proxy Statement”) under the heading “Election of Directors”, is incorporated herein by reference.
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” caption. 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.
The information appearing in the Proxy Statement relating to the members of the Audit Committee and the Audit Committee financial expert under the
headings “Corporate Governance and Board Matters – Board Structure and Committee Composition” and “Corporate Governance and Board Matters – Board
Structure and Committee Composition – Audit Committee” and the information appearing in the Proxy Statement under the heading “Delinquent Section
16(c) Beneficial Ownership Reporting Compliance” is incorporated herein by this reference.
The information set forth in the Proxy Statement under the heading “Information Concerning Executive Officers” is incorporated herein by reference.
ITEM 11: EXECUTIVE COMPENSATION
The information appearing in the Proxy Statement under the heading “Executive Compensation” and the information appearing in the Proxy Statement
relating to the compensation of directors under the caption “Compensation of Directors” is incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The information appearing in the Proxy Statement under the heading “Beneficial Ownership of Common Stock” is incorporated herein by this reference.
Information regarding Equity Compensation Plan Information as of June 30, 2019 is included in Item 5.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information appearing in the Proxy Statement under the headings “Corporate Governance and Board Matters – Independence of Directors,” “Corporate
Governance and Board Matters – Board Structure and Committee Composition,” “Corporate Governance – Policy with Respect to Related Person
Transactions,” and “Executive Compensation – Certain Transactions” is incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information appearing in the Proxy Statement under the headings “Principal Accountant Fees” and “Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors” is incorporated herein by this reference.
PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) 1. Financial Statements
The following consolidated financial statements of NAPCO Security Technologies, Inc. and its subsidiaries are included in Part II, Item 8:
Management Report on Internal Control
Report of Independent Registered Public Accounting Firm
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2019 and 2018
Consolidated Statements of Income for the Fiscal Years Ended June 30, 2019 and 2018
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended June 30, 2019 and 2018
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2019 and 2018
Notes to Consolidated Financial Statements
Page
FS-1
FS-2
FS-4
FS-5
FS-6
FS-7
FS-8
(a) 2. Financial Statement Schedules
The following consolidated financial statement schedules of NAPCO Security Technologies, Inc. and its subsidiaries are included in Part II, Item 8:
B. Supplementary Financial Data
(a) 3. and (b). Exhibits
Management Contracts designated by asterisk.
Exhibit No.
Title
Ex-3.(i)
Certificate of Amendment of Certificate of Incorporation
Exhibit-3.(i) to Report on Form 10-K (Commission file No. 0-
10004) for the fiscal year ended June 30, 2011
Ex-3.(ii)
Certificate of Incorporation as amended
Exhibit-3.(ii) to Report on Form 10-K (Commission file No. 0-
Ex-3.(iii)
Amended and Restated By-Laws
10004) for the fiscal year ended June 30, 2011
Exhibit 3.(ii) to Report on Form 10-K (Commission file No. 0-
10004) for the fiscal year ended June 30, 2010
Ex 4.01
Third Amended and Restated Credit Agreement dated June 29,
Exhibit 4.01 to Report on Form 8-K (Commission file No. 0-
2012
10004) dated June 29, 2012
Ex 4.02
Second Amended and Restated Term A Loan Note
Exhibit 4.02 to Report on Form 8-K (Commission file No. 0-
10004) dated June 29, 2012
Ex 4.03
Second Amended and Restated Term B Loan Note
Exhibit 4.03 to Report on Form 8-K (Commission file No. 0-
10004) dated June 29, 2012
Ex 4.04
Second Amended and Restated Revolving Credit Note
Exhibit 4.04 to Report on Form 8-K (Commission file No. 0-
10004) dated June 29, 2012
Ex 4.05
Second Amended and Restated Swing Line Note
Exhibit 4.05 to Report on Form 8-K (Commission file No. 0-
10004) dated June 29, 2012
Ex 4.06
Continuing General Security Agreement
Exhibit 4.06 to Report on Form 8-K (Commission file No. 0-
10004) dated June 29, 2012
Ex 4.07
Reaffirmation of Collateral Documents
Exhibit 4.07 to Report on Form 8-K (Commission file No. 0-
10004) dated June 29, 2012
Ex 4.08
Reaffirmation of Negative Pledge
Exhibit 4.08 to Report on Form 8-K (Commission file No. 0-
10004) dated June 29, 2012
Ex 4.09
Amendment No. 3 to Third Amended and Restated Credit
Agreement
Item 1.01 (e) contained in Report on Form 8-K (Commission file
No. 0-10004) dated June 28, 2016
Ex 4.10
Description of the Company’s Securities
E-17
*Ex-10.A (ii)
2002 Employee Stock Option Plan
Exhibit 10.A(II) to Report on Form 10-K (Commission file No. 0-
*Ex-10.B
2012 Employee Stock Option Plan
*Ex-10.C
2012 Non-Employee Stock Option Plan
*Ex-10.D
2018 Non-Employee Stock Option Plan
10004) for the fiscal year ended June 30, 2008
Appendix A to Proxy Statement dated October 29, 2012 for Annual
Meeting of Stockholders to be held on December 11, 2012
Appendix B to Proxy Statement dated October 29, 2012 for Annual
Meeting of Stockholders to be held on December 11, 2012
Appendix A to Proxy Statement dated October 29, 2018 for Annual
Meeting of Stockholders to be held on December 11, 2018
*Ex-10.I
Amended and Restated Employment Agreement with Richard
Exhibit 10.I to Report on Form 10-K (Commission file No. 0-
Soloway
10004) for fiscal year ended June 30, 2010
*Ex-10.J
Employment Agreement between the Registrant and Jorge Hevia
Exhibit 10.J to Report on Form 8-K (Commission file No. 0-10004)
dated December 20, 1999
dated November 29, 2012
*Ex-10.M
Indemnification Agreement dated August 9, 1999
Exhibit 10.M to Report on Form 10-K (Commission file No. 0-
10004) for fiscal year ended June 30, 2012
*Ex-10.N
Two (2) Year Extension, dated November 13, 2015, of Employment
Exhibit 10.N to Report on Form 10-Q (Commission file No. 0-
Agreement between the Registrant and Michael Carrieri
10004) dated February 1, 2015
*Ex-10.O
Severance Agreement between the Registrant and Kevin S Buchel
Exhibit 10.O to Report on Form 10-Q (Commission file No. 0-
dated December 30, 2015
10004) dated February 1, 2016
*Ex-10.P
Two (2) Year Extension, dated November 13, 2015, of Employment
Exhibit 10.N to Report on Form 10-Q (Commission file No. 0-
Agreement between the Registrant and Jorge Hevia
10004) dated February 1, 2015
Ex-14.0
Code of Ethics
Exhibit 14.0 to Report on Form 10-K (Commission file No. 0-
10004) for the fiscal year ended June 30, 2010
Ex-21.0
Subsidiaries of the Registrant
Ex-23.1
Consent of Independent Auditors
E-18
E-19
Ex-31.1
Section 302 Certification of Chief Executive Officer
Ex-31.2
Section 302 Certification of Chief Financial Officer
E-20
E-21
Ex-32.1
Certification of Chief Executive Officer Pursuant to 18 USC
E-22
Section 1350 and Section 906 of Sarbanes - Oxley Act of 2002
Ex-32.2
Certification of Chief Financial Officer Pursuant to 18 USC Section
E-23
1350 and Section 906 of Sarbanes - Oxley Act of 2002
Ex-101.INS
XBRL Instance Document **
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
XBRL Taxonomy Extension Presentation Linkbase Document**
Ex-101.DEF
XBRL Taxonomy Extension Definition Linkbase Document**
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 13, 2019
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
/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/DONNA SOLOWAY
Donna Soloway
/s/ANDREW J. WILDER
Andrew J. Wilder
Title
Date
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
September 13, 2019
September 13, 2019
September 13, 2019
September 13, 2019
September 13, 2019
September 13, 2019
EXHIBIT 4.10
Description of the Company’s Securities
The following description of our common stock and the provisions of our Certificate of Incorporation, as amended, and Bylaws, as amended, are summaries
of material terms and provisions and are qualified by reference to our Certificate of Incorporation, as amended, and the Bylaws, as amended, copies of which
have been filed with the Securities and Exchange Commission as exhibits to Registrant’s Form 10K for the year ended June 30, 2019.
Our authorized capital stock consists of 40,000,000 shares of common stock.
The Company is authorized to issue one class of common stock. Holders of common stock are entitled to one vote for each share of common stock held of
record for the election of directors and on all matters submitted to a vote of stockholders. Holders of common stock do not have cumulative voting rights in
the election of directors. Holders of common stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally
available funds. The Board of Directors is divided into three classes (which are as nearly equal in number as possible). Each class is elected for a term of
office expiring at the third succeeding annual meeting of stockholders after their respective elections. Upon our dissolution, liquidation or winding up,
holders of common stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities. Holders of
common stock have no preemptive, subscription, redemption or conversion rights. There are no sinking fund provisions applicable to the common
stock. The outstanding shares of common stock are fully paid and non-assessable. A majority of total votes of the holders of common stock is generally
required to take action under our Certificate of Incorporation, as amended, and By-laws, as amended.
SUBSIDIARIES OF THE COMPANY
The following are the Company’s subsidiaries as of the close of the fiscal year ended June 30, 2019. All beneficial interests are wholly-owned, directly or
indirectly, by the Company and are included in the Company’s consolidated financial statements.
EXHIBIT 21.0
Name
Alarm Lock Systems, LLC
Continental Instruments, LLC
Marks USA I LLC
Napco Americas
Napco DR, S.A.S.
Napco Technologies International, Inc.
Video Alert, LLC
State or Jurisdiction of Organization
Delaware
New York
New York
Dominican Republic
Cayman Islands
Delaware
New York
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-104700 and Registration No. 333-193930) of
Napco Security Technologies, Inc. and Subsidiaries, of our reports dated September 13, 2019, relating to the consolidated financial statements and the
effectiveness of internal control over financial reporting, which appear in this Annual Report on Form 10-K for the year ended June 30, 2019.
EXHIBIT 23.1
/s/ BAKER TILLY VIRCHOW KRAUSE, LLP
Melville, New York
September 13, 2019
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 13, 2019
/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 13, 2019
/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, 2019 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 13, 2019
/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, 2019 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 13, 2019
/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.