UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: |
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO . |
Commission File number: |
(Exact name of Registrant as specified in its charter) |
(State or other jurisdiction of | (IRS Employer Identification | |
incorporation of organization) | Number) | |
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(Address of principal executive offices) | (Zip Code) |
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(Registrant’s telephone number including area code) |
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(Former name, former address and former fiscal year if |
changed from last report) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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 and Exchange Act of 1934 during the preceding 12 months (or 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:
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
Number of shares outstanding of each of the issuer’s classes of common stock, as of: November 8, 2023
COMMON STOCK, $.01 PAR VALUE PER SHARE
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES INDEX –September 30, 2023 | |||
Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and June 30, 2023 | 3 | ||
4 | |||
5 | |||
6 | |||
Notes to Condensed Consolidated Financial Statements (unaudited) | 7 | ||
Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 | ||
28 | |||
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29 | |||
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31 |
2
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30, 2023 | |||||||
| (unaudited) |
| June 30, 2023 |
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(in thousands, except share data) | |||||||
CURRENT ASSETS |
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Cash and cash equivalents | $ | | $ | | |||
Investments - other | | | |||||
Marketable securities | | | |||||
Accounts receivable, net of allowance for credit losses of $ |
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Inventories, net |
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Income tax receivable | | | |||||
Prepaid expenses and other current assets |
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Total Current Assets |
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Inventories - non-current, net |
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Property, plant and equipment, net |
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Intangible assets, net |
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Deferred income taxes | | | |||||
Operating lease asset | | | |||||
Other assets |
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TOTAL ASSETS | $ | | $ | | |||
CURRENT LIABILITIES |
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Accounts payable | $ | | $ | | |||
Accrued expenses |
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Accrued salaries and wages |
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Total Current Liabilities |
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Accrued income taxes |
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Long term operating lease liabilities | | | |||||
TOTAL LIABILITIES |
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COMMITMENTS AND CONTINGENCIES (Note 13) |
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STOCKHOLDERS’ EQUITY | |||||||
Common Stock, par value $ | | | |||||
Additional paid-in capital |
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Retained earnings |
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Less: Treasury Stock, at cost ( |
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TOTAL STOCKHOLDERS’ EQUITY |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
3
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)
| Three Months ended September 30, | |||||
| 2023 |
| 2022 | |||
(in thousands, except for share and per share data) | ||||||
Net sales: |
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Equipment revenues | $ | | $ | | ||
Service revenues |
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Cost of sales: |
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Equipment related expenses |
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Service-related expenses |
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Gross Profit |
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Operating expenses: | ||||||
Research and development |
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Selling, general, and administrative expenses |
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Total Operating Expenses | | | ||||
Operating Income |
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Other income (expense): |
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Interest and other income (expense), net |
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Income before Provision for Income Taxes |
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Provision for Income Taxes |
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Net Income | $ | | $ | | ||
Income per share: |
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Basic | $ | | $ | | ||
Diluted | $ | | $ | | ||
Weighted average number of shares outstanding: |
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Basic |
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Diluted |
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See accompanying notes to condensed consolidated financial statements.
4
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (unaudited)
Three months ended September 30, 2023 (in thousands, except for share data) | |||||||||||||||||||
Common Stock | Treasury Stock | ||||||||||||||||||
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| Shares |
| Paid-in |
| Number of |
| Retained | ||||||||||||
| Issued | Amount |
| Capital | Shares | Amount | Earnings | Total | |||||||||||
Balances at June 30, 2023 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | | |||||
Net income |
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| — |
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Stock-based compensation expense |
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Cash dividend | — |
| — | — |
| — |
| — |
| ( | ( | ||||||||
Balances at September 30, 2023 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | |
| Three months ended September 30, 2022 (in thousands, except share data) | ||||||||||||||||||
| Common Stock |
| Treasury Stock |
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| Issued | Amount |
| Capital | Shares | Amount | Earnings | Total | |||||||||||
Balances at June 30, 2022 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | | |||||
Net income |
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Stock-based compensation expense |
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Stock options exercised | | — | | — | — | — | | ||||||||||||
Balances at September 30, 2022 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
5
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Three Months ended September 30, | |||||||
| 2023 |
| 2022 |
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(in thousands) | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income | $ | | $ | | |||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Gain on disposal of fixed asset | — | ( | |||||
Interest income on other investments | | ( | |||||
Unrealized loss on marketable securities | | | |||||
(Recovery) of credit losses |
| ( |
| ( | |||
Change to inventory reserve |
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Deferred income taxes |
| ( |
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Stock based compensation expense |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventories |
| ( |
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Prepaid expenses and other current assets |
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Income tax receivable | ( | ( | |||||
Other assets |
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Accounts payable, accrued expenses, accrued salaries and wages, accrued income taxes |
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Net Cash Provided by (Used in) Operating Activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Purchases of property, plant, and equipment |
| ( |
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Proceeds from disposal of fixed asset | — | | |||||
Purchases of marketable securities | ( | ( | |||||
Purchases of other investments | ( | — | |||||
Net Cash Used in Investing Activities |
| ( |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Proceeds from stock option exercises |
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Cash paid for dividend |
| ( |
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Net Cash (Used in) Provided by Financing Activities |
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Net increase (decrease) in Cash and Cash Equivalents |
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CASH AND CASH EQUIVALENTS - Beginning |
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CASH AND CASH EQUIVALENTS - Ending | $ | | $ | | |||
SUPPLEMENTAL CASH FLOW INFORMATION |
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Interest paid | $ | — | $ | | |||
Income taxes paid | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
6
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
September 30, 2023
NOTE 1 - Nature of Business and Summary of Significant Accounting Policies
Nature of Business:
Napco Security Technologies, Inc (“NAPCO”, “the Company”, “we”) is one of the leading manufacturers and designers of high-tech electronic security devices, cellular communication services for intrusion and fire alarm systems as well as a leading provider of school safety solutions. We offer a diversified array of security products, encompassing access control systems, door-locking products, intrusion and fire alarm systems and video surveillance products. 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. We have experienced significant growth in recent years, primarily driven by fast growing recurring service revenues generated from wireless communication services for intrusion and fire alarm systems, as well as our school security products that are designed to meet the increasing needs to enhance school security as a result of on-campus shooting and violence in the U.S. Our wireless communication services have led to substantial growth in our monthly recurring revenues.
The Company's fiscal year begins on July 1 and ends on June 30. Historically, the end users of the Company’s hardware products want to install these products prior to the summer; therefore, sales of these 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 for all of our products may be affected by the housing and construction markets. Deterioration of the current economic conditions may also affect this trend. The monthly recurring service revenue, which is less susceptible to these fluctuations, allows us to generate a more consistent and predictable stream of income and mitigates the risk of fluctuation in market demand for our equipment products.
Significant Accounting Policies:
Principles of Consolidation
The consolidated financial statements include the accounts of Napco Security Technologies, Inc. and 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 credit losses, overhead expenses applied to inventory, inventory reserves, valuation of intangible assets, share based compensation 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 September 30, 2023 and June 30, 2023 due to their short-term maturities. Long-term debt and lease liabilities reflect fair value based on prevailing market rates.
Cash and Cash Equivalents and Investments – other
Cash and cash equivalents include approximately $
7
market fund as of June 30, 2023. The Company classifies these highly liquid investments with original maturities of three months or less as cash equivalents. Certificates of deposit with an original maturity greater than three months are classified as Investments-other.
Cash and cash equivalents consist of the following as of (in thousands):
September 30, 2023 |
| June 30, 2023 | ||||
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Cash | $ | | $ | | ||
Money Market Fund |
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Certificates of Deposit | | | ||||
$ | | $ | |
Investments-other consists of the following as of (in thousands):
September 30, 2023 |
| June 30, 2023 | ||||
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Certificates of Deposit | $ | | $ | | ||
$ | | $ | |
Certificates of deposit are recorded at the original cost plus accrued interest. The Company’s Certificates of deposits consist of the following as of (in thousands):
September 30, 2023 | ||||||||||||
Balance Sheet Classification |
| Interest Rate |
| Maturity Date |
| Cost |
| Carrying Value | ||||
Cash and Cash Equivalents | 11/22/2023 - 11/27/2023 | $ | | $ | | |||||||
Investments - other | 10/23/2023 - 3/21/2024 | | |
The Company has cash balances in banks in excess of the maximum amount insured by the FDIC and other international agencies as of September 30, 2023 and June 30, 2023. The Company has not historically experienced any credit losses with balances in excess of FDIC limits.
Marketable Securities
The Company’s marketable securities include investments in mutual funds, which invest primarily in various government and corporate obligations, stocks and money market funds. The Company’s marketable securities are reported at fair value with the related unrealized and realized gains and losses included in other expense (income). Realized gains or losses on mutual funds are determined on a specific identification basis. The Company would record an impairment charge if the cost of the available-for-sale securities exceeds the estimated fair value of the securities and the decline in value is determined to be other-than-temporary. During the three months ended September 30, 2023, the Company did not record an impairment charge regarding its investment in marketable securities because
8
management believes, based on its evaluation of the circumstances, that the decline in fair value below the cost of certain of the Company’s marketable securities is temporary.
Accounts Receivable
Accounts receivable is stated net of the reserves for credit losses of $
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. This reserve is calculated using an estimated obsolescence percentage applied to the inventory based on age, historical trends, product life cycle, 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.
Long-Lived and Intangible Assets
Long-lived assets are amortized over their useful lives and 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
9
where undiscounted cash flows expected to be generated by an asset are less than the carrying value of that asset. Intangible assets determined to have indefinite lives were not amortized but were tested for impairment at least annually.
Intangible assets consisted of the follows (in thousands):
September 30, 2023 | June 30, 2023 | |||||||||||||||||
| Carrying |
| Accumulated |
| Net book |
| Carrying |
| Accumulated |
| Net book | |||||||
value | amortization | value | value | amortization | value | |||||||||||||
Customer relationships | $ | | ( | $ | | $ | | ( | $ | | ||||||||
Trade name | |
| ( |
| |
| |
| ( |
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$ | | $ | ( | $ | | $ | | $ | ( | $ | |
Amortization expense for intangible assets subject to amortization was approximately $
Revenue Recognition
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
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.
10
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 the three months ended September 30, 2023 and 2022 was $
Research and Development Costs
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 income. Company-sponsored R&D expense for the three months ended September 30, 2023 and 2022 was $
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. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) we determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
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.
The following provides a reconciliation of information used in calculating the per share amounts for the three months ended September 30, 2023 and 2022 (in thousands, except share and per share data):
Net Income | Weighted Average Shares | Net Income per Share | ||||||||||||||
| 2023 |
| 2022 |
| 2023 | 2022 | 2023 |
| 2022 | |||||||
Basic EPS | $ | | $ | | | | $ | | $ | | ||||||
Effect of Dilutive Securities: |
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Stock Options |
| — | — | |
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| — |
| — | ||||||
Diluted EPS | $ | | $ | | |
| | $ | | $ | |
Options to purchase
11
Stock-Based Compensation
The Company has established
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 $
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,
Comprehensive Income
For the three months ended September 30, 2023 and 2022, 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
Shipping and Handling Sales and Costs
The Company records the amount billed to customers for shipping and handling in net sales ($
Leases
The Company records lease assets and corresponding lease liabilities for the operating lease on our Consolidated Balance Sheets, excluding short-term leases (leases with terms of 12 months or less) as described under ASU No. 2016-02, Leases (Topic 842). Lease payments are discounted using a third-party secured incremental borrowing rate based on information available at lease commencement. The Company analyzes whether or not amendments to existing leases classify as a Lease Modification or a full or partial termination of the existing lease. See Note 13 – Commitments and Contingencies; Leases for additional accounting policies and disclosures.
Recently Issued Accounting Standards
Reference Rate Reform (ASC Topic 848)
In March 2020, the FASB issued authoritative guidance to provide optional relief for companies preparing for the discontinuation of interest rates such as the London Interbank Offered Rate (“LIBOR”), which is expected to be phased out for new arrangements at the
12
end of calendar 2021, and applies to lease contracts, hedging instruments, held-to-maturity debt securities and debt arrangements that have LIBOR as the benchmark rate.
The Company’s bank has notified the Company that its LIBOR option, which was available to it through June 30, 2023, has shifted to the Benchmark Replacement as defined in the agreement with the bank. The new benchmark rate is the Secured Overnight Financing Rate (SOFR) (see Note 8). The Company does not believe that this transition will have a material impact on its financial condition.
NOTE 2 – Revenue Recognition and Contracts with Customers
The Company is engaged in
As of September 30, 2023 and June 30, 2023, the Company included refund liabilities of approximately $
As a percentage of gross sales, returns, rebates and allowances were
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
Three months ended September 30, | ||||||||
| 2023 |
| 2022 |
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Major Product Lines: |
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Intrusion and access alarm products | $ | | $ | | ||||
Door locking devices |
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Services |
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Total Revenues | $ | | $ | |
NOTE 3 – Business and Credit Concentrations
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
NOTE 4 – Marketable Securities
The Company’s marketable securities include investments in fixed income mutual funds, which invest primarily in various government and corporate obligations, stocks and money market funds, and are reported at their fair values.
13
Three months ended September 30, | |||||||
2023 |
| 2022 |
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Net gains recognized during the period on marketable securities | $ | | $ | — | |||
Less: Net gains recognized during the period on marketable securities sold during the period |
| — |
| — | |||
Unrealized gains (losses) recognized during the reporting period on marketable securities still held at the reporting date |
| ( |
| ( | |||
$ | ( | $ | ( |
The fair values of the Company’s marketable securities are determined as being the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, the Company utilizes the three-tier value hierarchy, as prescribed by US GAAP, which prioritizes the inputs used in measuring fair value as follows:
• | Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
• | Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
• | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
The Company’s marketable securities, which are considered available-for-sale securities, are re-measured to fair value on a recurring basis and are valued using Level 1 inputs using quoted prices (unadjusted) for identical assets in active markets.
The following tables summarize the Company’s investments at September 30, 2023 and June 30, 2023, respectively (in thousands):
September 30, 2023 | June 30, 2023 | ||||||||||||||||
Unrealized | Unrealized | ||||||||||||||||
Cost |
| Fair Value |
| Gain (Loss) |
| Cost |
| Fair Value |
| Gain (Loss) | |||||||
Mutual Funds - Level 1 | $ | | | $ | ( | $ | | $ | | $ | ( |
Investment income is recognized when earned and consists principally of interest income from fixed income mutual funds. Realized gains and losses on sales of investments are determined on a specific identification basis.
NOTE 5 - Inventories
Inventories, net of reserves are valued at lower of cost (first-in, first-out method) or net realizable value. Inventories, net of reserves consist of the following (in thousands):
| September 30, |
| June 30, | |||
2023 | 2023 | |||||
Component parts | $ | | $ | | ||
Work-in-process |
| |
| | ||
Finished product |
| |
| | ||
$ | | $ | | |||
Classification of inventories, net of reserves: |
|
|
|
| ||
Current | $ | | $ | | ||
Non-current |
| |
| | ||
$ | | $ | |
14
NOTE 6 – Property, Plant, and Equipment
Property, plant and equipment consist of the following (in thousands):
| September 30, 2023 |
| June 30, 2023 |
| Useful Life in Years | |||
Land | $ | | $ | | N/A | |||
Buildings |
| |
| | ||||
Molds and dies |
| |
| | ||||
Furniture and fixtures |
| |
| | ||||
Machinery and equipment |
| |
| | ||||
Building improvements |
| |
| | ||||
| |
| |
| ||||
Less: accumulated depreciation and amortization |
| ( |
| ( |
| |||
$ | | $ | |
|
Depreciation and amortization expense on property, plant, and equipment was approximately $
NOTE 7 - Income Taxes
The provision for income taxes represents Federal, foreign, and state and local income taxes. The effective rate differs from statutory rates due to the effect of state and local income taxes, tax rates in foreign jurisdictions, global intangible low-taxed income (“GILTI”), tax benefit of R&D credits, and certain nondeductible expenses. Our effective tax rate will change from quarter to quarter based on recurring and non-recurring factors including, but not limited to, the geographical mix of earnings, enacted tax legislation, and state and local income taxes. In addition, changes in judgment from the evaluation of new information resulting in the recognition de-recognition or re-measurement of a tax position taken in a prior annual period is recognized separately in the quarter of the change.
For the three months ended September 30, 2023 and September 30, 2022, the Company recognized net income tax expense of $
The Company does not expect that our unrecognized tax benefits will change within the next twelve months due to statute of limitation lapses. We file a consolidated U.S. income tax return and tax returns in certain state and local and foreign jurisdictions. As of September 30, 2023, we remain subject to examination in all tax jurisdictions for all relevant jurisdictional statutes for fiscal years 2018 and thereafter.
In December 2022, the Company received a letter from the IRS (“IRS”) notifying it that the IRS has closed it's examination of the Company’s income tax return for fiscal year ended June 30, 2020. There has been no changes proposed in relation to this examination.
NOTE 8 - Long-Term Debt
As of September 30, 2023 and June 30, 2023, the Company had a revolving line of credit of $
The Revolver Agreement also provides for a LIBOR-based interest rate option of LIBOR plus
15
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 Revolver Agreement. All of the outstanding common stock of the Company’s domestic subsidiaries and
During the fourth quarter of fiscal 2020, the Company received the proceeds of promissory notes dated between April 17, 2020 and May 7, 2020 (the "PPP Loan Agreement"), entered into between the Company and HSBC Bank USA N.A., as lender (the "Lender). Lender made the loans pursuant to the Paycheck Protection Program (the "PPP"), created by Section 1102 of the CARES Act and governed by the CARES Act, Section 7(a)(36) of the Small Business Act, any rules or guidance that has been issued by the Small Business Association (“SBA”) implementing the PPP and acting as guarantor, or any other applicable loan program requirements, as defined in 13 CFR § 120.10, as amended from time to time. Pursuant to the PPP Loan Agreement, the Lender made loans to the Company with an aggregate principal amount of $
Pursuant to the CARES Act, the loans may be forgiven by the SBA. During the year ended June 30, 2022, the PPP Loans were forgiven, in their entirety, in accordance with guidelines set forth in the PPP loan documents. The Company recognized a gain on the extinguishment of debt during the quarter ended September 30, 2021 in the amount of $
NOTE 9 - Stock Option
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 three months ended September 30, 2023 and 2022, the Company recorded non-cash compensation expense of $
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
Under the 2012 Employee Plan, stock options may be granted to valued employees with a term of up to
16
| 2023 |
| 2022 | ||
Risk-free interest rates | n/a | | % | ||
Expected lives | n/a | ||||
Expected volatility | n/a | | % | ||
Expected dividend yields | n/a | | % |
The following table reflects activity under the 2012 Employee Plan for the three months ended September 30:
2023 | 2022 | ||||||||||||
Weighted average | Weighted average | ||||||||||||
| Options |
| exercise price |
| Options |
| exercise price |
| |||||
Outstanding, beginning of year | 521,580 | $ | | | $ | 18.59 | |||||||
Granted | — | — | | $ | | ||||||||
Forfeited/Lapsed | — | — | — | — | |||||||||
Exercised | — |
| — |
| ( |
| $ | | |||||
Outstanding, end of period | | $ | |
| | $ | | ||||||
Exercisable, end of period | | $ | |
| | $ | | ||||||
Weighted average fair value at grant date of options granted | n/a |
| $ | |
|
| |||||||
Total intrinsic value of options exercised | n/a | $ | |
|
| ||||||||
Total intrinsic value of options outstanding | $ | | $ | |
|
| |||||||
Total intrinsic value of options exercisable | $ | | $ | |
|
|
The following table summarizes information about stock options outstanding under the 2012 Employee Plan at September 30, 2023:
Options outstanding | Options exercisable | |||||||||||
|
| Weighted average |
|
|
| |||||||
Number | remaining | Weighted average | Number | Weighted average | ||||||||
Range of exercise prices | outstanding | contractual life | exercise price | exercisable | exercise price | |||||||
$ | | $ | | | $ | | ||||||
| $ | | | $ | |
As of September 30, 2023, there was $
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
Under the 2012 Non-Employee Plan, stock options may be granted with a term of up to
17
option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At September 30, 2023,
There were
2023 |
| 2022 | ||
Risk-free interest rates | n/a | n/a | ||
Expected lives | n/a | n/a | ||
Expected volatility | n/a | n/a | ||
Expected dividend yields | n/a | n/a |
The following table reflects activity under the 2012 Non-Employee Plan for the three months ended September 30:
2023 | 2022 | ||||||||||||
|
| Weighted average |
|
| Weighted average |
| |||||||
Options | exercise price | Options | exercise price | ||||||||||
Outstanding, beginning of year | | $ | | | $ | | |||||||
Granted | — | — | — | — | |||||||||
Forfeited/Lapsed | — | — | — | — | |||||||||
Exercised | — | |
| — | — | ||||||||
Outstanding, end of period | | $ | |
| | $ | | ||||||
Exercisable, end of period |