UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
-- EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED: DECEMBER 31, 2009
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: 0-10004
------------------
NAPCO SECURITY TECHNOLOGIES, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-2277818
-------------------------------- -----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation of organization) Number)
333 Bayview Avenue
Amityville, New York 11701
------------------------------- -----------------------------
(Address of principal executive offices) (Zip Code)
(631) 842-9400
---------------------------------------------------
(Registrant's telephone number including area code)
------------------------------------------------------
(Former name, former address and former fiscal year if
changed from last report)
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: 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 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 or a smaller reporting company. See
definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act:
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller reporting company X
--- --- --- ---
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):
Yes No X
---- ----
Number of shares outstanding of each of the issuer's classes of common stock, as
of: February 12, 2010
COMMON STOCK, $.01 PAR VALUE PER SHARE 19,095,713
1
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Page
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PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX - DECEMBER 31, 2009
Condensed Consolidated Balance Sheets December 31, 2009 and
June 30, 2009 3
Condensed Consolidated Statements of Operations for the Three
Months ended December 31, 2009 and 2008 4
Condensed Consolidated Statements of Operations for the Six
Months ended December 31, 2009 and 2008 5
Condensed Consolidated Statements of Cash Flows for the Six
Months ended December 31, 2009 and 2008 6
Notes to Condensed Consolidated Financial Statements 7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 14
ITEM 4. Controls and Procedures 16
PART II: OTHER INFORMATION 20
SIGNATURE PAGE 22
2
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PART I: FINANCIAL INFORMATION
ITEM 1. Financial Statements
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31,
ASSETS 2009 (unaudited) June 30, 2009
------ ----------------------- ----------------------
(in thousands, except share data)
Current Assets:
Cash and cash equivalents $ 7,828 $ 4,109
Accounts receivable, net of reserves 16,194 19,999
Inventories, net 16,976 18,885
Prepaid expenses and other current assets 741 796
Income tax receivable 218 192
Deferred income taxes 498 532
----------------------- ----------------------
Total Current Assets 42,455 44,513
Inventories - non-current, net 8,069 9,949
Deferred income taxes 1,563 1,585
Property, plant and equipment, net 8,604 9,070
Intangible assets, net 14,539 15,209
Goodwill 923 923
Other assets 325 337
----------------------- ----------------------
Total Assets $ 76,478 $ 81,586
======================= ======================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Loans payable $ 31,635 $ 14,672
Accounts payable 3,641 4,049
Accrued expenses 1,734 1,475
Accrued salaries and wages 1,329 1,913
----------------------- ----------------------
Total Current Liabilities 38,339 22,109
Long-term debt, net of current maturities -- 18,749
Accrued income taxes 222 213
----------------------- ----------------------
Total Liabilities 38,561 41,071
----------------------- ----------------------
Commitments and Contingencies
Stockholders' Equity:
Common stock, par value $.01 per share;
40,000,000 shares authorized, 20,095,713
shares issued and 19,095,713 shares
outstanding 201 201
Additional paid-in capital 13,911 13,779
Retained earnings 29,420 32,150
----------------------- ----------------------
43,532 46,130
Less: Treasury Stock, at cost (1,000,000 shares) (5,615) (5,615)
----------------------- ----------------------
Total stockholders' equity 37,917 40,515
----------------------- ----------------------
Total Liabilities and Stockholders' Equity $ 76,478 $ 81,586
======================= ======================
See accompanying notes to condensed consolidated financial statements.
3
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended
December 31,
-------------------------------------------------
2009 2008
------------------------- -----------------------
(in thousands, except share and per share data)
Net sales $ 16,641 $ 19,079
Cost of sales 12,649 12,865
------------------------- -----------------------
Gross Profit 3,992 6,214
Selling, general and administrative expenses 4,402 5,448
------------------------- -----------------------
Operating (Loss) Income (410) 766
------------------------- -----------------------
Other expense:
Interest expense, net 597 429
Other income, net (34) (54)
------------------------- -----------------------
Total Other expense 563 375
------------------------- -----------------------
(Loss) Income before (Benefit) Provision for
Income Taxes (973) 391
(Benefit) Provision for income taxes (61) 129
------------------------- -----------------------
Net (loss) income before non-controlling interests (912) 262
Net loss attributable to non-controlling interests -- 70
------------------------- -----------------------
Net (Loss) Income $ (912) $ 332
========================= =======================
(Loss) Earnings per common share:
Basic $ (0.05) $ 0.02
=================================================
Diluted $ (0.05) $ 0.02
=========================== =======================
Weighted average number of shares outstanding:
Basic 19,095,713 19,095,713
=========================== =======================
Diluted 19,095,713 19,095,713
=========================== =======================
See accompanying notes to condensed consolidated financial statements.
4
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Six Months Ended
December 31,
--------------------------------------------------
2009 2008
------------------------ ------------------------
(in thousands, except share and per share data)
Net sales $ 31,106 $ 36,562
Cost of sales 23,775 24,742
------------------------ ------------------------
Gross Profit 7,331 11,820
Selling, general and administrative expenses 9,094 10,224
------------------------ ------------------------
Operating (Loss) Income (1,763) 1,596
------------------------ ------------------------
Other expense:
Interest expense, net 1,168 744
Other (income) expense, net (20) 25
------------------------ ------------------------
Total Other expense 1,148 769
------------------------ ------------------------
(Loss) Income before (Benefit) Provision for
Income Taxes (2,911) 827
(Benefit) provision for income taxes (181) 295
------------------------ ------------------------
Net (loss) income before non-controlling interest (2,730) 542
Net loss attributable to non-controlling interests -- 112
------------------------ ------------------------
Net (Loss) Income $ (2,730) $ 654
======================== ========================
(Loss) Earnings per common share:
Basic $ (0.14) $ 0.03
======================== ========================
Diluted $ (0.14) $ 0.03
======================== ========================
Weighted average number of shares outstanding:
Basic 19,095,713 19,095,537
======================== ========================
Diluted 19,095,713 19,206,453
======================== ========================
See accompanying notes to condensed consolidated financial statements.
5
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Six Months Ended December 31,
------------------------------
2009 2008
--------------- --------------
(in thousands)
Cash Flows from Operating Activities:
Net (loss) income $ (2,730) $ 654
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
Depreciation and amortization 1,314 888
(Recovery of) provision for doubtful accounts (38) 84
Change to inventory obsolescence reserve -- (20)
Deferred income taxes 56 91
Non-cash stock based compensation expense 132 208
Changes in operating assets and liabilities, net of acquisition effects:
Accounts receivable 3,843 4,578
Inventories 3,789 (2,621)
Prepaid expenses and other current assets 55 (9)
Other assets (41) 65
Accounts payable, accrued expenses, accrued salaries and wages, and accrued income
taxes (724) (766)
--------------- --------------
Net Cash Provided by Operating Activities 5,656 3,152
--------------- --------------
Cash Flows Used in Investing Activities:
Cash used in business acquisition, net of cash acquired of $520 -- (24,581)
Purchases of property, plant and equipment (151) (326)
--------------- --------------
Net Cash Used in Investing Activities (151) (24,907)
--------------- --------------
Cash Flows from Financing Activities:
Proceeds from exercise of employee stock options -- 6
Proceeds from acquisition financing -- 25,000
Proceeds from long-term debt borrowings -- 2,200
Principal payments on long-term debt (1,786) (2,393)
Cash paid for deferred financing costs -- (192)
--------------- --------------
Net Cash (Used in) Provided by Financing Activities (1,786) 24,621
--------------- --------------
Net increase in Cash and Cash Equivalents 3,719 2,866
Cash and Cash Equivalents, Beginning of Period 4,109 2,765
--------------- --------------
Cash and Cash Equivalents, End of Period $ 7,828 $ 5,631
=============== ==============
Cash Paid During the Period for:
--------------------------------
Interest $ 1,090 $ 624
==============================
Income taxes $ -- $ 125
=============== ==============
Non-cash Investing activities:
------------------------------
Accrued Business Acquisition costs $ -- $ 295
=============== ==============
Debt assumed in the Acquisition $ -- $ 1,000
=============== ==============
See accompanying notes to condensed consolidated financial statements.
6
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
1.) Summary of Significant Accounting Policies and Other Disclosures
----------------------------------------------------------------
The accompanying Condensed Consolidated Financial Statements are unaudited. In
management's opinion, all adjustments (consisting of only normal recurring
accruals) necessary for a fair presentation have been made. The results of
operations for the period ended December 31, 2009 are not necessarily indicative
of results that may be expected for any other interim period or for the full
year.
The unaudited Condensed Consolidated Financial Statements should be read in
conjunction with the Consolidated Financial Statements and related notes
contained in the Company's Annual Report on Form 10-K for the year ended June
30, 2009. The accounting policies used in preparing these unaudited Condensed
Consolidated Financial Statements are consistent with those described in the
June 30, 2009 Consolidated Financial Statements. In addition, the Condensed
Consolidated Balance Sheet was derived from the audited financial statements but
does not include all disclosures required by Generally Accepted Accounting
Principles ("GAAP").
The Condensed Consolidated Financial Statements include the accounts of Napco
Security Technologies, Inc. and all of its wholly-owned subsidiaries, including
those of Marks USA I, LLC ("Marks"), a newly formed subsidiary which acquired
substantially all of the assets and certain liabilities of G. Marks Hardware,
Inc. acquired on August 18, 2008. All inter-company balances and transactions
have been eliminated in consolidation. The Company has evaluated events
subsequent to December 31, 2009 through February 16, 2010 for potential
recognition or disclosure in these Condensed Consolidated Financial Statements.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent gains and losses at the date of the
financial statements and the reported amounts of revenues and expenses during
the reporting period. Critical estimates include management's judgments
associated with revenue recognition, concentration of credit risk, inventories,
goodwill and income taxes. Actual results could differ from those estimates.
Seasonality
The Company's fiscal year begins on July 1 and ends on June 30. Historically,
the end users of 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. To a
lesser degree, sales in Europe are also adversely impacted in the Company's
first fiscal quarter because of European vacation patterns, i.e., many
distributors and installers are closed for the month of August. In addition,
demand is affected by the housing and construction markets. The severity of the
current economic downturn may also affect this trend.
Advertising and Promotional Costs
Advertising and promotional costs are included in "Selling, General and
Administrative" expenses in the condensed consolidated statements of operations
and are expensed as incurred. Advertising expense for the three months ended
December 31, 2009 and 2008 was $127,000 and $363,000, respectively. Advertising
expense for the six months ended December 31, 2009 and 2008 was $345,000 and
$664,000, respectively.
Research and Development Costs
Research and development costs are included in "Cost of Sales" in the condensed
consolidated statements of operations and are expensed as incurred. Research and
development expense for the three months ended December 31, 2009 and 2008 was
$1,238,000 and $1,318,000, respectively. Research and development expense for
the six months ended December 31, 2009 and 2008 was $2,467,000 and $2,630,000,
respectively.
Business Concentration and Credit Risk
An entity is more vulnerable to concentrations of credit risk if it is exposed
to risk of loss greater than it would have had if it mitigated its risk through
diversification of customers. Such risks of loss manifest themselves
differently, depending on the nature of the concentration, and vary in
significance.
7
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The Company had two customers with accounts receivable balances that aggregated
20% and 24% of the Company's accounts receivable at December 31, 2009 and June
30, 2009, respectively. Sales to neither of these customers exceeded 10% of net
sales in any of the past three fiscal years.
Allowance for Doubtful Accounts
In the ordinary course of business, the Company has established a reserve for
doubtful accounts and customer deductions in the amount of $335,000 and $400,000
as of December 31, 2009 and June 30, 2009, respectively. The Company's reserve
for doubtful accounts is a subjective critical estimate that has a direct impact
on reported net earnings. This reserve is based upon the evaluation of accounts
receivable agings, specific exposures and historical trends.
Stock Options
During the three and six months ended December 31, 2009 the Company granted no
stock options under its 2002 Employee Incentive Stock Option Plan or under its
2000 Non-employee Incentive Stock Option Plan. During the three and six months
ended December 31, 2009 there were no options exercised under either plan.
Goodwill
We evaluate purchased goodwill for impairment at least on an annual basis. Those
intangible assets that are classified as goodwill or as other intangibles with
indefinite lives are not amortized.
Impairment testing is performed in two steps: (i) the Company determines
impairment by comparing the fair value of a reporting unit with its carrying
value, and (ii) if there is an impairment, the Company measures the amount of
impairment loss by comparing the implied fair value of goodwill with the
carrying amount of that goodwill. At the conclusion of fiscal 2009, the Company
performed its annual impairment evaluation required by this standard and
determined that its goodwill relating to its Alarm Lock and Continental
subsidiaries was impaired. Accordingly, the Company recorded an impairment
charge of $9,686,000 which represented the unamortized balance of this Goodwill.
Intangible Assets
Intangible assets other than goodwill are amortized over their useful lives and
reviewed for impairment at least annually at the Company's fiscal year end of
June 30 or more often whenever there is an indication that the carrying amount
may not be recovered.
The Company's acquisition of substantially all of the assets and certain
liabilities of Marks included intangible assets with a fair value of $16,440,000
on the date of acquisition. The Company recorded the estimated value of
$9,800,000 related to the customer relationships, $340,000 related to a
non-compete agreement and $6,300,000 related to the Marks trade name within
intangible assets. The remaining excess of the purchase price of $922,000 was
assigned to Goodwill. The intangible assets will be amortized over their
estimated useful lives of twenty years (customer relationships) and seven years
(non-compete agreement). The Marks USA trade name was deemed to have an
indefinite life. The goodwill recorded as a result of the acquisition is
deductible for Federal and New York State income tax purposes over a period of
15 years.
Changes in other intangible assets were as follows (in thousands):
December 31, 2009 June 30, 2009
------------------------------------- -------------------------------------------
Accumulated Net book Accumulated Net book
Cost amortization value Cost amortization value
------------------------------------- -------------------------------------------
Other intangible assets:
Customer relationships $ 9,800 $ (1,834) $ 7,966 $ 9,800 $ (1,189) $ 8,611
Non-compete agreement 340 (67) 273 340 (42) 298
Trademark 6,300 - 6,300 6,300 - 6,300
------------------------------------- -------------------------------------------
$ 16,440 $ (1,901) $ 14,539 $ 16,440 $ (1,231) $ 15,209
===================================== ===========================================
8
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Amortization expense for intangible assets subject to amortization was
approximately $335,000 and $135,000 for the three months ended December 31, 2009
and 2008, respectively and approximately $670,000 and $202,000 for the six
months ended December 31, 2009 and 2008, respectively. Amortization expense for
each of the next five fiscal years is estimated to be as follows
2010-$1,339,000; 2011-$1,154,000; 2012- $1,065,000; 2013-$917,000; and
2014-$781,000. The weighted average amortization period for intangible assets
was 19.2 years and 19.6 years at December 31, 2009 and June 30, 2009,
respectively.
Long-Lived Assets
Long-lived assets are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets in question may
not be recoverable. An impairment would be recorded in circumstances where
undiscounted cash flows expected to be generated by an asset are less than the
carrying value of that asset.
Recent Accounting Pronouncements
In June 2009, the FASB established the FASB Accounting Standards Codification
(the "Codification") as the single source of authoritative U.S. generally
accepted accounting principles ("U.S. GAAP") recognized by the FASB to be
applied by nongovernmental entities. Rules and interpretive releases of the
United States Securities and Exchange Commission ("SEC") under authority of
federal securities laws are also sources of authoritative U.S. GAAP for SEC
registrants. The Codification did not have a material impact on the Company's
condensed consolidated financial statements upon adoption. Accordingly, the
Company's notes to condensed consolidated financial statements will explain
accounting concepts rather than cite the topics of specific U.S. GAAP.
2.) Stock-based Compensation
-------------------------
The Company has established two share incentive programs, the 2002 Employee Plan
and the 2000 Non-Employee Plan, as discussed in more detail in the Consolidated
Financial Statements and related notes contained in the Company's annual report
on Form 10-K for the year ended June 30, 2009. The Company recognizes all
stock-based compensation as an expense in the financial statements and the cost
is measured at the fair market value of the award on the date of grant. Any
excess tax benefits related to stock option exercises are reflected as financing
cash inflows instead of operating cash inflows. Stock-based compensation costs
of $63,000 and $89,000 were recognized in three months ended December 31, 2009
and 2008, respectively and $132,000 and $208,000 were recognized in six months
ended December 31, 2009 and 2008, respectively. Unearned stock-based
compensation cost was $169,000 as of December 31, 2009.
The following table reflects activity under the 2002 Plans for the six months
ended December 31, 2009:
Weighted
average
exercise
Options price
--------------- ----------------
Outstanding at beginning of year 1,390,240 $ 2.95
Granted -- --
Exercised -- --
--------------- ----------------
Outstanding at December 31, 2009 1,390,240 $ 2.95
=============== ================
Exercisable at December 31, 2009 1,320,106 $ 2.80
=============== ================
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 reflects activity under the 2000 Plan for the six months
ended December 31,:
9
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Weighted
average
exercise
Options price
----------- -----------
Outstanding at beginning of year 30,000 $ 5.03
Granted -- --
Exercised -- --
Forfeited -- --
Cancelled/lapsed -- --
----------- -----------
Outstanding at December 31, 2009 30,000 $ 5.03
=========== ===========
Exercisable at December 31, 2009 18,000 $ 5.03
=========== ===========
Weighted average fair value at
grant date of options granted n/a
Total intrinsic value of
options exercised n/a
Total intrinsic value of
Options outstanding $ --
Total intrinsic value of
Options exercisable $ --
3.) Inventories, net
-----------------
The Company regularly reviews parts and finished goods inventories on hand and,
when necessary, records a reserve for excess or obsolete inventories. As of
December 31, 2009 and June 30, 2009, the balance in this reserve amounted to
$1,446,000. The Company also regularly reviews the period over which its
inventories will be converted to sales. Any inventories expected to convert to
sales beyond 12 months from the balance sheet date are classified as
non-current. Inventories are valued at the lower of cost or fair market value,
with cost being determined on the first-in, first-out (FIFO) method. The Company
previously used the Gross Profit Method (which approximates FIFO) for interim
financial statements. In the first quarter of fiscal 2010 management modified
this calculation to the FIFO method that is considered more precise, however
management believes the results of operations for interim periods would not be
materially different using either method.
Inventories, net of reserves consist of the following (in thousands):
December 31, June 30,
2009 2009
----------------- ----------------
Component parts $ 15,110 $ 17,941
Work-in-process 2,780 3,427
Finished product 7,155 7,466
----------------- ----------------
$ 25,045 $ 28,834
================= ================
Classification of inventories, net of reserves: Current $ 16,976 $ 18,885
Non-current 8,069 9,949
----------------- ----------------
$ 25,045 $ 28,834
================= ================
4.) Earnings (Loss) Per Common Share
--------------------------------
Earnings per common share amounts ("Basic EPS") are calculated by dividing
earnings by the weighted average number of common shares outstanding for the
period. Earnings per common share amounts, assuming dilution ("Diluted EPS"),
were computed by reflecting the potential dilution from the exercise of stock
options. Both Basic EPS and Diluted EPS are presented on the face of the
condensed consolidated statements of operations.
10
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A reconciliation between the numerators and denominators of the Basic and
Diluted EPS computations for earnings is as follows (in thousands except per
share data):
Three months ended December 31, 2009
-----------------------------------------------------
Net (Loss) Shares Per Share
(numerator) (denominator) Amounts
---------------- ----------------- ------------------
Basic EPS
---------
Net loss, as reported $ (912) 19,096 $ (0.05)
Effect of dilutive securities
-----------------------------
Employee Stock Options $ -- -- $ -
---------------- ----------------- ------------------
Diluted EPS
-----------
Net loss, as reported and
assumed option exercises $ (912) 19,096 $ (0.05)
================ ================= ==================
1,420,000 options to purchase shares of common stock in the three months ended
December 31, 2009 were excluded in the computation of Diluted EPS because their
inclusion would be anti-dilutive.
Three months ended December 31, 2008
--------------------------------------------------------
Net Income Shares Per Share
(numerator) (denominator) Amounts
------------------- ------------------ -----------------
Basic EPS
---------
Net income, as reported $ 332 19,096 $ 0.02
Effect of dilutive securities
-----------------------------
Employee Stock Options $ -- -- $ --
------------------- ------------------ -----------------
Diluted EPS
-----------
Net income, as reported and
assumed option exercises $ 332 19,096 $ 0.02
=================== ================== =================
1,420,000 options to purchase shares of common stock in the three months ended
December 31, 2008 were excluded in the computation of Diluted EPS because the
exercise prices were in excess of the average market price for this period and
their inclusion would be anti-dilutive.
Six months ended December 31, 2009
------------------------------------------------------
Net (Loss) Shares Per Share
(numerator) (denominator) Amounts
---------------------- -------------- ----------------
Basic EPS
---------
Net loss, as reported $ (2,730) 19,096 $ (0.14)
Effect of dilutive securities
-----------------------------
Employee Stock Options $ -- -- $ -
---------------------- -------------- ----------------
Diluted EPS
-----------
Net loss, as reported and
assumed option exercises $ (2,730) 19,096 $ (0.14)
====================== ============== ================
1,420,000 options to purchase shares of common stock in the six months ended
December 31, 2009 were excluded in the computation of Diluted EPS because their
inclusion would be anti-dilutive.
Six months ended December 31, 2008
---------------------------------------------------------
Net Income Shares Per Share
(numerator) (denominator) Amounts
----------------- ------------------- -------------------
Basic EPS
---------
Net income, as reported $ 654 19,096 $ 0.03
Effect of dilutive securities
-----------------------------
Employee Stock Options $ -- 110 $ --
----------------- ------------------- -------------------
Diluted EPS
-----------
Net income, as reported and
assumed option exercises $ 654 19,206 $ 0.03
================= =================== ===================
11
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795,000 options to purchase shares of common stock in the six months ended
December 31, 2008 were excluded in the computation of Diluted EPS because the
exercise prices were in excess of the average market price for this period and
their inclusion would be anti-dilutive.
5.) Acquisition of Business
-------------------------
On August 18, 2008, the Company acquired substantially all of the assets and
business of G. Marks Hardware, Inc. ("Marks") for $25.2 million, the repayment
of $1 million of bank debt and the assumption of current liabilities as
described more fully in the Asset Purchase Agreement. As such, the operations of
Marks subsequent to the acquisition date have been included in the Company's
Statement of Operations. The Marks business involves the manufacturing and
distribution of door-locking devices. The Company completed this acquisition at
a price in excess of the value of the net identifiable assets because it
believes that the combination of the two companies offers the potential for
manufacturing and operational synergies as the Company combines the Marks
operations and production into its own door-locking operations and production
structure. The Company funded the acquisition with a term loan from its lenders
as described in Note 6.
The acquisition described above was accounted for as a purchase and was valued
based on management's estimate of the fair value of the assets acquired and
liabilities assumed. Based on the Company's evaluation, the allocation of the
purchase price for the acquisition was as follows (in thousands):
Assets Acquired:
Cash $ 520
Accounts receivable 1,836
Inventory 6,740
Prepaid expenses and other current assets 112
Property and equipment 801
Goodwill 922
Intangible assets 16,440
-----------
27,371
-----------
Less: Liabilities Assumed:
Line of credit borrowings outstanding 1,000
Accounts payable 637
Accrued expenses 339
-----------
1,976
-----------
Total consideration (including acquisition
Costs of $222) $ 25,395
===========
The Company recorded the estimated value of $9,800,000 related to the customer
relationships, $340,000 related to a non-compete agreement and $6,300,000
related to the Marks trade name within intangible assets and the excess of the
purchase price over the fair value of the acquired assets of $922,000 was
assigned to Goodwill. The intangible assets will be amortized over their
estimated useful lives of twenty years (customer relationships) and seven years
(non-compete agreement). The weighted average amortization period of these
assets is 19.2 years as of December 31, 2009. The Marks trade name was deemed to
have an indefinite life. The goodwill recorded as a result of the acquisition is
deductible for Federal and New York State income tax purposes over a period of
15 years.
6.) Long Term Debt
----------------
As of December 31, 2009, debt consists of a revolving credit loan facility of
$11,100,000 and a $25,000,000 term loan utilized to finance the asset purchase
agreement as described in Note 5. Both facilities bear interest based on the
Prime Rate. In October 2009 the Company and its banks amended the revolving line
of credit to provide for a borrowing base formula in calculating availability
under the line effective October 31, 2009. The amended revolving credit
agreement and the term loan are secured by all the accounts receivable,
inventory, the Company's headquarters in Amityville, New York, certain other
assets of Napco Security Technologies, Inc. and the common stock of three of the
Company's subsidiaries. The agreements contain various restrictions and
covenants including, among others, restrictions on payment of dividends,
restrictions on borrowings and compliance with certain financial ratios, as
defined in the agreement. As of December 31, 2009 the Company was not in
compliance with the covenants relating to ratios associated with maximum
leverage, a modified quick ratio and debt service coverage as defined in the
August 2008 agreement. The Company is currently in discussions with its banks
regarding waivers for the non-compliance with the covenants at December 31,
2009. The Company expects to receive the appropriate waivers from its banks but
this has not been completed as of the date of this filing. As a result, the
Company has classified the entire amount outstanding under these facilities as a
current liability.
12
================================================================================
As of December 31, 2009 the outstanding balances and interest rates are as
follows (dollars in thousands):
December 31, 2009 June 30, 2009
----------------------------------- ---------------------------------
Outstanding Interest Rate Outstanding Interest Rate
----------------- ----------------- ----------------- ---------------
Revolving line of credit $ 11,100 7.25% $ 11,100 7.25%
Term loan 20,535 7.25% 22,321 7.25%
----------------- ----------------- ----------------- ---------------
Total debt $ 31,635 7.25% $ 33,421 7.25%
================= ================= ================= ===============
The term loan is being repaid in 19 quarterly installments of $893,000 each
which commenced in December 2008, and a final payment of $8,033,000 due in
August 2013. The revolving line of credit expires in August 2012 and any
outstanding borrowings are to be repaid or refinanced on or before that time.
7.) Geographical Data
------------------
The Company is engaged in one major line of business: the development,
manufacture, and distribution of security alarm products and door security
devices for commercial and residential use. Sales to unaffiliated customers are
primarily shipped from the United States. The Company has customers worldwide
with major concentrations in North America, Europe, and South America.
The following represents selected consolidated geographical data for the three
and six months ended December 31, 2009 and 2008 (in thousands):
Three Months ended December 31, Six Months ended December 31,
--------------------------------------- ----------------------------------
2009 2008 2009 2008
------------------- ------------------- ---------------- -----------------
Sales to external customers(1):
-------------------------------
Domestic $ 15,342 $ 17,124 $ 28,574 $ 32,551
Foreign 1,299 1,955 2,532 4,011
------------------- ------------------- ---------------- -----------------
Total Net Sales $ 16,641 $ 19,079 $ 31,106 $ 36,562
=================== =================== ================ =================
As of
---------------------------------------
December 31, 2009 June 30, 2009
------------------- -------------------
Identifiable assets:
--------------------
United States $ 56,982 $60,456
Dominican Republic (2) 17,388 18,822
Other foreign countries 2,108 2,308
------------------- -------------------
Total Identifiable Assets $ 76,478 $81,586
=================== ===================
(1) All of the Company's sales occur in the United States and are shipped
primarily from the Company's facilities in the United States and United Kingdom.
There were no sales into any one foreign country in excess of 10% of Net Sales.
(2) Consists primarily of inventories ($12,814,000 and $13,960,000) and fixed
assets ($4,487,000 and $4,696,000) located at the Company's principal
manufacturing facility in the Dominican Republic as of December 31, 2009 and
June 30, 2009, respectively.
8.) Commitments and Contingencies
-------------------------------
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.
9.) Income Taxes
------------
13
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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 and certain
nondeductible expenses. Our effective tax rate will change from quarter to
quarter based on recurring and non-recurring factors including, but not limited
to, the geographical mix of earnings, enacted tax legislation, and state and
local income taxes. In addition, changes in judgment from the evaluation of new
information resulting in the recognition, de-recognition or re-measurement of a
tax position taken in a prior annual period are recognized separately in the
quarter of the change.
The Company does not expect that our unrecognized tax benefits will
significantly change within the next twelve months. We file a consolidated U.S.
income tax return and tax returns in certain state and local and foreign
jurisdictions. On October 30, 2009 Napco received Form 4564 (Information
Document Request) from the IRS requesting certain information for the tax year
ended June 30, 2008. At this time management does not know of any tax positions
taken on the June 30, 2008 tax return that need to be reserved for. As of
December 31, 2009, we remain subject to examination in all tax jurisdictions for
all relevant jurisdictional statutes.
The Company has identified its U.S. Federal income tax return and its State
return in New York as its major tax jurisdictions. During the six months ending
December 31, 2009 the Company increased its reserve for uncertain income tax
positions by $9,000. As a result, as of December 31, 2009 the Company has a
long-term accrued income tax liability of $222,000.
10.) Restructuring Costs
-------------------
In March 2009, the Company began a Restructuring Plan consisting of a series of
actions to consolidate its Sales, Production and Warehousing operations of Marks
and those in Europe and the Middle East into the Corporate Headquarters in
Amityville, NY and its production facility in the Dominican Republic. We expect
these restructuring initiatives to cost between $1,200,000 and $1,500,000. The
majority of these actions were completed by August 2009, while certain
Production-related actions that were expected to be completed by December 31,
2009 are now estimated by Management to be completed by March 31, 2010.
Accordingly, the Company recognized restructuring costs of $1,274,000 in year
ended June 30, 2009. Of this amount, $210,000 relates to Workforce Reductions
communicated in March 2009 and $1,064,000 to Business Exits and related costs
associated with inventory and lease impairments related to the closure of the
Marks, European and Middle East facilities. As of December 31, 2009, $1,138,000
of the $1,274,000 in restructuring costs has been incurred and $136,000 remains
in accrued expenses.
Item 2. Management's Discussion and Analysis of Financial Condition and
-------------------------------------------------------------------------
Results of Operations
---------------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations
This Quarterly Report on Form 10-Q and the information incorporated by reference
may include "Forward-Looking Statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. The
Company intends the Forward-Looking Statements to be covered by the Safe Harbor
Provisions for Forward-Looking Statements. All statements regarding the
Company's expected financial position and operating results, its business
strategy, its financing plans and the outcome of any contingencies are
Forward-Looking Statements. The Forward-Looking Statements are based on current
estimates and projections about our industry and our business. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
or variations of such words and similar expressions are intended to identify
such Forward-Looking Statements. The Forward-Looking Statements are subject to
risks and uncertainties that could cause actual results to differ materially
from those set forth or implied by any Forward-Looking Statements. For example,
the Company is highly dependent on its Chief Executive Officer for strategic
planning. If he is unable to perform his services for any significant period of
time, the Company's ability to grow could be adversely affected. In addition,
factors that could cause actual results to differ materially from the
Forward-Looking Statements include, but are not limited to, the ability to
maintain adequate financing to fund operations, adverse tax consequences of
offshore operations, significant fluctuations in the exchange rate between the
Dominican Peso and the U.S. Dollar, distribution problems, unforeseen
environmental liabilities, the uncertain economic, military and political
conditions in the world and the successful integration of Marks into our
existing operations.
Overview
The Company is a diversified manufacturer of security products, encompassing
intrusion and fire alarms, building access control systems and electronic
locking devices. These products are used for commercial, residential,
institutional, industrial and governmental applications, and are sold worldwide
principally to independent distributors, dealers and installers of security
equipment. International sales accounted for approximately 8% and 11% of our
revenues for the six months ended December 31, 2009 and 2008, respectively.
The Company owns and operates manufacturing facilities in Amityville, New York
and the Dominican Republic. A significant portion of our operating costs are
fixed, and do not fluctuate with changes in production levels or utilization of
our manufacturing capacity. As production levels rise and factory utilization
increases, the fixed costs are spread over increased output, which should
improve profit margins. Conversely, when production levels decline our fixed
costs are spread over reduced levels, thereby decreasing margins.
14
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On August 18, 2008, the Company acquired substantially all of the assets and
business of G. Marks Hardware, Inc. ("Marks") for $25.2 million, the repayment
of $1 million of bank debt and the assumption of certain current liabilities.
The Company also entered into a lease for the building where Marks had
maintained its operations. The lease provided for an annual base rent of
$288,750 plus maintenance and real estate taxes and expired in August 2009. In
March 2009 the Company began to move the Marks operations into its existing
facilities. The Company completed this consolidation in August 2009. The Marks
business involves the manufacturing and distribution of door-locking devices.
The security products market is characterized by constant incremental innovation
in product design and manufacturing technologies. Generally, the Company devotes
7-8% 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 fiscal
2010 to contribute materially to revenue during this fiscal year, but should
benefit the Company over future years. In general, the new products introduced
by the Company are initially shipped in limited quantities, and increase over
time. Prices and manufacturing costs tend to decline over time as products and
technologies mature.
Economic and Other Factors
Since October 2008, the U.S. and international economies have experienced a
significant downturn and continue to be very volatile. In the event that the
downturn in the U.S. or international financial markets is prolonged, our
revenue, profit and cash-flow levels could be materially adversely affected
further in future periods. This could affect our ability to maintain adequate
financing. If the current worldwide economic downturn continues, many of our
current or potential future customers may experience serious cash flow problems
and as a result may, modify, delay or cancel purchases of our products.
Additionally, customers may not be able to pay, or may delay payment of,
accounts receivable that are owed to us. Furthermore, the current downturn and
market instability makes it difficult for us to forecast our revenues.
Restructuring Costs
In March 2009, the Company began a Restructuring Plan consisting of a series of
actions to consolidate its Sales, Production and Warehousing operations of Marks
and those in Europe and the Middle East into the Corporate Headquarters in
Amityville, NY and its production facility in the Dominican Republic. We expect
these restructuring initiatives to cost between $1,200,000 and $1,500,000. The
majority of these actions were completed by August 2009, while certain
Production-related actions that were expected to be completed by December 31,
2009 are now estimated by Management to be completed by March 31, 2010.
Accordingly, the Company recognized restructuring costs of $1,274,000 in year
ended June 30, 2009. Of this amount, $210,000 relates to Workforce Reductions
communicated in March 2009 and $1,064,000 to Business Exits and related costs
associated with inventory and lease impairments related to the closure of the
Marks, European and Middle East facilities. As of December 31, 2009, $1,138,000
of the $1,274,000 in restructuring costs has been paid and $136,000 remains in
accrued expenses.
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. To a
lesser degree, sales in Europe are also adversely impacted in the Company's
first fiscal quarter because of European vacation patterns, i.e., many
distributors and installers are closed for the month of August. In addition,
demand is affected by the housing and construction markets. The severity of the
current economic downturn may also affect this trend.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations
are based upon our consolidated financial statements, which have been prepared
in conformity with accounting principles generally accepted in the United
States. The preparation of these financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses reported in those financial statements. These
judgments can be subjective and complex, and consequently actual results could
differ from those estimates. Our most critical accounting policies relate to
revenue recognition; concentration of credit risk; inventories; intangible
assets; goodwill; and income taxes.
Revenue Recognition
15
================================================================================
Revenues from merchandise sales are recorded at the time the product is shipped
or delivered to the customer pursuant to the terms of sale. We report our sales
levels on a net sales basis, which is computed by deducting from gross sales the
amount of actual returns received and an amount established for anticipated
returns and other allowances.
Our sales return accrual is a subjective critical estimate that has a direct
impact on reported net sales and income. This accrual is calculated based on a
history of gross sales and actual sales returns, as well as management's
estimate of anticipated returns and allowances. As a percentage of gross sales,
sales returns, rebates and allowances were 6% and 8% for the six months ended
December 31, 2009 and 2008, 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 two customers with accounts receivable balances that aggregated
20% and 24% of the Company's accounts receivable at December 31, 2009 and June
30, 2009, respectively. Sales to neither of these customers exceeded 10% of net
sales in any of the past three fiscal years.
In the ordinary course of business, we have established a reserve for doubtful
accounts and customer deductions in the amount of $335,000 and $400,000 as of
December 31, 2009 and June 30, 2009, 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 trends.
Inventories
Inventories are valued at the lower of cost or fair market value, with cost
being determined on the first-in, first-out (FIFO) method. The reported net
value of inventory includes finished saleable products, work-in-process and raw
materials that will be sold or used in future periods. Inventory costs include
raw materials, direct labor and overhead. The Company's overhead expenses are
applied based, in part, upon estimates of the proportion of those expenses that
are related to procuring and storing raw materials as compared to the
manufacture and assembly of finished products. These proportions, the method of
their application, and the resulting overhead included in ending inventory, are
based in part on subjective estimates and approximations and actual results
could differ from those estimates. The Company previously used the Gross Profit
Method (which approximates FIFO) for interim financial statements. In the
current quarter management has modified this calculation to the FIFO method that
is considered more precise, however management believes the results of
operations for interim periods would not be materially different using either
method.
In addition, the Company records an inventory obsolescence reserve, which
represents the difference between the cost of the inventory and its estimated
market value, based on various product sales projections. This reserve is
calculated using an estimated obsolescence percentage applied to the inventory
based on age, historical trends, requirements to support forecasted sales, and
the ability to find alternate applications of its raw materials and to convert
finished product into alternate versions of the same product to better match
customer demand. There is inherent professional judgment and subjectivity made
by production, engineering and financial members of management in determining
the estimated obsolescence percentage. As of December 31, 2009 and June 30,
2009, the balance in this reserve amounted to $1,446,000. In addition, and as
necessary, the Company may establish specific reserves for future known or
anticipated events.
The Company also regularly reviews the period over which its inventories will be
converted to sales. Any inventories expected to convert to sales beyond 12
months from the balance sheet date are classified as non-current.
Goodwill and Other Intangible Assets
Goodwill and other 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. Those
intangible assets that are classified as goodwill or as other intangibles with
indefinite lives are not amortized.
Impairment testing is performed in two steps: (i) the Company determines
impairment by comparing the fair value of a reporting unit with its carrying
value, and (ii) if there is an impairment, the Company measures the amount of
impairment loss by comparing the implied fair value of goodwill with the
carrying amount of that goodwill. At the conclusion of fiscal 2009, the Company
performed its annual impairment evaluation required by this standard and
determined that its goodwill relating to its Alarm Lock and Continental
subsidiaries was impaired. Accordingly, in fiscal 2009 the Company recorded an
impairment charge of $9,686,000 which represented the unamortized balance of
this Goodwill.
16
================================================================================
The Company's acquisition of substantially all of the assets and certain
liabilities of Marks included intangible assets with a fair value of $16,440,000
on the date of acquisition. The Company recorded the estimated value of
$9,800,000 related to the customer relationships, $340,000 related to a
non-compete agreement and $6,300,000 related to the Marks trade name within
intangible assets and Goodwill of $922,000 subject to further adjustment. The
intangible assets will be amortized over their estimated useful lives of twenty
years (customer relationships) and seven years (non-compete agreement). The
Marks USA trade name was deemed to have an indefinite life. The goodwill
recorded as a result of the acquisition is deductible for Federal and New York
State income tax purposes over a period of 15 years.
While the Company has determined that there has been no impairment of the
Goodwill or other intangible assets resulting from the Marks acquisition,
further deterioration of the economy may result in an impairment charge to all
or a portion of the Goodwill or other intangible assets. The company utilizes,
among other measurements, a discounted cash-flow analysis based upon projections
of the Company's financial performance. If these projected results require
adjustment to significantly lower cash-flow levels, the Goodwill or other
intangible assets may be subject to a write-down in carrying value.
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 and certain
nondeductible expenses. Our effective tax rate will change from quarter to
quarter based on recurring and non-recurring factors including, but not limited
to, the geographical mix of earnings, enacted tax legislation, and state and
local income taxes. In addition, changes in judgment from the evaluation of new
information resulting in the recognition, de-recognition or re-measurement of a
tax position taken in a prior annual period are recognized separately in the
quarter of the change.
We do not expect that our unrecognized tax benefits will significantly change
within the next twelve months. We file a consolidated U.S. income tax return and
tax returns in certain state and local and foreign jurisdictions. On October 30,
2009 Napco has received Form 4564 (Information Document Request) from the IRS
requesting certain information for the tax year ended June 30, 2008. At this
time management does not know of any tax positions taken on the June 30, 2008
tax return that need to be reserved for. As of September 30, 2009, we remain
subject to examination in all tax jurisdictions for all relevant jurisdictional
statutes.
Results of Operations
---------------------
Three months ended December 31, Six months ended December 31,
(dollars in thousands) (dollars in thousands)
---------------------------------------- ----------------------------------------
% Increase/ % Increase/
2009 2008 (decrease) 2009 2008 (decrease)
------------- -------------- ----------- ------------- ------------ -------------
Net sales $ 16,641 $ 19,079 (12.8)% $ 31,106 $ 36,562 (14.9)%
Gross profit 3,992 6,214 (35.8)% 7,331 11,820 (38.0)%
Gross profit as a % of net sales 24.0% 32.6% (8.6)% 23.6% 32.3% (8.7)%
Selling, general and administrative 4,402 5,448 (19.2)% 9,094 10,224 (11.1)%
Selling, general and administrative as a
percentage of net sales 26.5% 28.6% (2.1)% 29.2% 28.0% 1.2%
Operating (loss) income (410) 766 (153.5)% (1,763) 1,596 (210.5)%
Interest expense, net 597 429 39.2% 1,168 744 57.0%
Other expense (income) 7 (54) 113.0% 21 25 (16)%
Net loss attributable to non-controlling
interests -- 70 (100.0)% -- 285 (100.0)%
(Benefit) Provision for income taxes (61) 129 (147.3)% (181) 112 (261.6)%
Net (loss) income (912) 332 (374.7)% (2,730) 654 (517.4)%
Sales for the three months ended December 31, 2009 decreased by approximately
13% to $16,641,000 as compared to $19,079,000 for the same period a year ago.
Sales for the six months ended December 31, 2009 decreased by approximately 15%
to $31,106,000 as compared to $36,562,000 for the same period a year ago. The
decrease in sales for the three and six months ended December 31, 2009 was
primarily from decreased sales of the Company's intrusion products ($266,000 and
$1,525,000), door locking products ($1,335,000 and $2,451,000), products
specific to the Company's Middle East operation ($535,000 and $1,164,000), and
access control products ($287,000 and $177,000). The Company's sales continue to
be adversely affected by the worldwide economic downturn, primarily since the
quarter ended March 31, 2009.
17
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Gross profit for the three months ended December 31, 2009 decreased to
$3,992,000 or 24.0% of sales as compared to $6,214,000 or 32.6% of sales for the
same period a year ago. Gross profit for the six months ended December 31, 2009
decreased to $7,331,000 or 23.6% of sales as compared to $11,820,000 or 32.3% of
sales for the same period a year ago. The decrease in Gross profit in dollars
and as a percentage of sales for the three and six months was primarily due to
the decrease in sales of the Company's products as described above and the
resulting reduction in overhead absorption in the engineering and production of
these products.
Selling, general and administrative expenses for the three months ended December
31, 2009 decreased by $1,046,000 to $4,402,000, or 26.5% of sales, as compared
to $5,448,000, or 28.6% of sales a year ago. Selling, general and administrative
expenses for the six months ended December 31, 2009 decreased by $1,130,000 to
$9,094,000, or 29.2% of sales, as compared to $10,224,000, or 28.0% of sales a
year ago. The decrease in dollars for the three and six months ended December
31, 2009 was due primarily to the Company's cost-cutting and restructuring
measures initiated in the quarter ended June 30, 2009 ($822,000 and $1,442,000,
respectively). For the six months, these cost savings were partially offset by
having a full 26 weeks of Marks expenses in the six months ended December 31,
2009 and only 19 weeks of these expenses in the same period a year ago due to
the acquisition occurring mid-quarter ($540,000). The increases as a percentage
of sales are due primarily to the decreases in sales as described above without
a corresponding decrease in expenses.
Interest expense, net for the three months ended December 31, 2009 increased by
$168,000 to $597,000 as compared to $429,000 for the same period a year ago.
Interest expense, net for the six months ended December 31, 2009 increased by
$424,000 to $1,168,000 as compared to $744,000 for the same period a year ago.
The increase in interest expense for the three months ended December 31, 2009
resulted from higher interest rates charged by the Company's banks as partially
offset by lower outstanding debt in the current period. The increase in interest
expense for the six months resulted primarily from the $25,000,000 acquisition
loan dated August 17, 2008 being outstanding for the entire 26 weeks in the six
months ended December 31, 2009 as compared to 19 weeks in the six months ended
December 31, 2008 as well as the higher interest rates referred to above.
The Company's provision for income taxes for the three months ended December 31,
2009 decreased by $190,000 to a benefit of $61,000 as compared to a provision of
$129,000 for the same period a year ago. The Company's provision for income
taxes for the six months ended December 31, 2009 decreased by $293,000 to a
benefit of $181,000 as compared to a provision of $112,000 for the same period a
year ago. The decrease in provision for income taxes for the three and six
months was due primarily to the decrease in income before provision for income
taxes which resulted from the results described above. As a result, the
Company's effective rate for income tax was 6.3% and 6.2% for the three and six
months ended December 31, 2009, respectively as compared to 33.0% and 13.5% for
the same periods a year ago.
Net income decreased by $1,244,000 to a net loss of $912,000 or $(0.05) per
diluted share for the three months ended December 31, 2009 as compared to net
income of $322,000 or $0.02 per diluted share for the same period a year ago.
Net income decreased by $3,384,000 to a net loss of $2,730,000 or $(0.14) per
diluted share for the six months ended December 31, 2009 as compared to net
income of $654,000 or $0.03 per diluted share for the same period a year ago.
The decrease for the three and six months ended December 31, 2009 was primarily
due to the decrease in net sales and gross profit as described above.
Liquidity and Capital Resources
-------------------------------
During the six months ended December 31, 2009 the Company utilized a portion of
its cash from operations ($5,656,000) to repay outstanding debt ($1,786,000) and
purchase property, plant and equipment ($151,000). The Company believes its
current working capital, cash flows from operations and its revolving credit
agreement will be sufficient to fund the Company's operations through the next
twelve months.
Accounts Receivable at December 31, 2009 decreased $3,863,000 to $16,194,000 as
compared to $19,999,000 at June 30, 2009. This decrease is primarily the result
of the lower sales volume during the quarter ended December 31, 2009 as compared
to the quarter ended June 30, 2009, which is typically the Company's highest.
Inventories at December 31, 2009 decreased by $3,789,000 to $25,045,000 as
compared to $28,834,000 at June 30, 2009. This decrease was primarily the result
of the Company continuing to increase the accuracy of its sales forecasting by
product as well as efforts to reduce its excess inventory.
On August 18, 2008, the Company and its banks amended and restated the existing
$25,000,000 revolving credit agreement. The amended facility was $50,000,000 and
provides for a $25,000,000 revolving credit line as well as a $25,000,000 term
portion of which the entire $25,000,000 was utilized to finance the asset
purchase agreement as described in Note 5. The amended revolving credit
agreement was amended in November 2008 to $20,000,000 and amended in May 2009 to
$11,100,000 and is secured by all the accounts receivable, inventory, the
Company's headquarters in Amityville, New York and certain other assets of Napco
Security Technologies, Inc. and the common stock of three of the Company's
subsidiaries. The agreements bear interest based on the Prime Rate as described
in the agreement. The August 2008 amendment extended the revolving credit
agreement to August 2012. Any outstanding borrowings are to be repaid or
refinanced on or before that time. In September 2009 the Company and its banks
amended the revolving line of credit to provide for a borrowing base formula in
calculating availability under the line effective October 31, 2009. As of
December 31, 2009 there was $11,100,000 outstanding under the revolving credit
facility with an interest rate of 7.25% and $21,428,000 outstanding under the
term loan with an interest rate of 7.25%. The term loan is being repaid in 19
quarterly installments of $893,000 each, commencing in December 2008, and a
final payment of $8,033,000 due in August 2013. The agreements contain various
restrictions and covenants including, among others, restrictions on payment of
dividends, restrictions on borrowings and compliance with certain financial
ratios, as defined in the agreement. As of December 31, 2009 the Company was not
in compliance with the covenants relating to ratios associated with maximum
leverage, a modified quick ratio and debt service coverage. The Company is
currently in discussions with its banks regarding waivers for the non-compliance
with the covenants at December 31, 2009. The Company expects to receive the
appropriate waivers from its banks but this has not been completed as of the
date of this filing. As a result, the Company has classified the entire amount
outstanding under these facilities as a current liability.
18
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As of December 31, 2009 the Company had no material commitments for capital
expenditures or inventory purchases other than purchase orders issued in the
normal course of business.
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
--------------------------------------------------------------------------
The Company's principal financial instrument is long-term debt (consisting of a
revolving credit facility and term loan) that provides for interest based on the
prime rate 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 this credit facility. At December 31, 2009, an
aggregate principal amount of approximately $31,635,000 was outstanding under
the Company's credit facility with a weighted average interest rate of
approximately 7.25%. If principal amounts outstanding under the Company's credit
facility remained at this level for an entire year and the prime rate increased
or decreased, respectively, by 1% the Company would pay or save, respectively,
an additional $316,000 in interest that year.
A significant number of foreign sales transactions by the Company are
denominated in U.S. dollars. As such, the Company has shifted foreign currency
exposure onto many of its foreign customers. As a result, if exchange rates move
against foreign customers, the Company could experience difficulty collecting
unsecured accounts receivable, the cancellation of existing orders or the loss
of future orders. The foregoing could materially adversely affect the Company's
business, financial condition and results of operations. In addition, the
Company transacts certain sales in Europe in British Pounds Sterling, therefore
exposing itself to a certain amount of foreign currency risk. Management
believes that the amount of this exposure is immaterial. We are also exposed to
foreign currency risk relative to expenses incurred in Dominican Pesos ("RD$"),
the local currency of the Company's production facility in the Dominican
Republic. The result of a 10% strengthening in the U.S. dollar to our RD$
expenses would result in an annual decrease in income from operations of
approximately $315,000.
ITEM 4: Controls and Procedures
-----------------------------------
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms, and that such information is accumulated and communicated
to our management to allow timely decisions regarding required disclosure.
Management necessarily applied its judgment in assessing the costs and benefits
of such controls and procedures, which, by their nature, can provide only
reasonable assurance regarding management's control objectives.
At the conclusion of the period ended December 31, 2009, 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.
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During the second quarter of fiscal 2010, there were no changes in the Company's
internal control over financial reporting that have materially affected, or are
reasonably likely to materially affect, the Company's internal control over
financial reporting. Management is in the process of reviewing, documenting and
evaluating the internal controls over financial reporting that exist at the
Company's Marks subsidiary, which was acquired during the first quarter of
Fiscal 2009.
PART II: OTHER INFORMATION
Item 1A. Risk Factors
-------------
Information regarding the Company's Risk Factors are set forth in the Company's
Annual Report on Form 10-K for the year ended June 30, 2009. There have been no
material changes in the risk factors previously disclosed in the Company's Form
10-K for the year ended June 30, 2009 during the three months ended December 31,
2009.
Item 4. Submission of Matters to a Vote of Security Holders
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(a) The annual meeting of stockholders ("the Annual
Meeting") was held on December 1, 2009.
(b) At the Annual Meeting, three directors were re-elected
as directors through 2012:
Paul Steven Beeber - 17,781,415 votes "for", 237,653
votes "withheld", and
Randy B. Blaustein - 17,704,051 votes "for", 315,017
votes "withheld", and
Donna A. Soloway - 17,631,814 votes "for", 387,254
votes "withheld"
Item 6. Exhibits
--------
31.1 Certification Pursuant to Rule 13a-14(a)/15d-14(a) of
Richard L. Soloway, Chairman of the Board and President
31.2 Certification Pursuant to Rule 13a-14(a)/15d-14(a) of
Kevin S. Buchel, Senior Vice President of Operations
and Finance
32.1 Section 1350 Certifications
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
February 16, 2010
NAPCO SECURITY TECHNOLOGIES, INC.
(Registrant)
By: /s/ RICHARD L. SOLOWAY
------------------------------------------------------------
Richard L. Soloway
Chairman of the Board of Directors, President and Secretary
(Chief Executive Officer)
By: /s/ KEVIN S. BUCHEL
------------------------------------------------------------
Kevin S. Buchel
Senior Vice President of Operations and Finance and Treasurer
(Principal Financial and Accounting Officer
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