美國證券交易委員會
華盛頓特區20549
表格
根據1934年證券交易法第13或15(d)條的季度報告,截至結束的季度期間為: |
或
根據1934年證券交易法第13或15(d)條的過渡報告,從過渡期開始: TO . |
委員會檔案編號: |
(依照公司章程規定指定的登記證券名稱) |
(依據所在地或其他管轄區) | (IRS雇主識別號碼 | |
組織的成立 | 號碼) | |
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(總部辦公地址) | (郵政編碼) |
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(註冊人的電話號碼,包括區號) |
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(前名稱、前地址及前一財政年度如果 與上一報告不同) |
(如果與上一報告不同,列明更改前的名稱、地址及財政年度) |
根據法案第12(b)條規定註冊的證券:
每種類別的名稱 |
| 交易標的 |
| 每個註冊交易所的名稱 |
請以核對記號指示:(1)在過去12個月(或登記人所需提交此等報告的較短期間)內,是否已依據1934年證券交易法第13或15(d)條的規定提交了全部所要求提交的報告,以及(2)是否在過去90天內一直受到此種報告要求的約束:
請標記該註冊者是否電子提交了根據Regulation S-t 第405條(本章節第232.405條)應提交的每個互動數據文件,範圍包括過去12個月內(或註冊者須提交此類文件的較短期間)。
請標記該註冊者是否屬於大型加速性發行者、加速性發行者、非加速性發行者、較小的報告公司或新興成長型公司。請參閱《交易法》第1202條中對「大型加速性發行者」、「加速性發行者」、「較小的報告公司」和「新興成長型公司」的定義。
如果是新興成長公司,請勾選指示,如果登記人已選擇不遵守根據《交易所法》第13(a)條規定提供的任何新的或修訂後的財務會計標準的擴展過渡期。☐
請用勾選標記指示登記者是否為外殼公司(根據法案第120億2條定義)。是
每個發行人的普通股類股票的流通數量,截至2024年11月1日
普通股,每股面值$.01
2
第一部分:財務信息
項目1。 基本報表
napco security technologies和附屬公司
精簡合併資產負債表(未經審計)
| 2024年9月30日 |
| 2024年6月30日 |
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(以千爲單位,除股票數據外) | |||||||
流動資產 |
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現金及現金等價物 | $ | | $ | | |||
其他投資 | | | |||||
可交易證券 | | | |||||
應收賬款,減去2024年4月30日和2024年1月31日的信用損失準備,分別爲 |
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存貨 |
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所得稅應收款 | | | |||||
預付費用及其他流動資產 |
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流動資產合計 |
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非流動存貨 |
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物業、廠房和設備,淨值 |
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無形資產-淨額 |
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遞延所得稅 | | | |||||
營運租賃 - 使用權資產 | | | |||||
其他資產 |
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資產總計 | $ | | $ | | |||
流動負債 |
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應付賬款 | $ | | $ | | |||
應計費用 |
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應計工資和工資 |
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應付股息 | | — | |||||
總流動負債 |
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應計所得稅 |
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經營租賃負債 | | | |||||
負債合計 |
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承諾和或存可能性負債 (注13) |
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股東權益 | |||||||
普通股,每股面值 $ | | | |||||
追加實收資本 |
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留存收益 |
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減少:已購回的庫存股 ( |
| ( |
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總股東權益 |
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負債和股東權益總計 | $ | | $ | |
請參閱簡明綜合財務報表附註。
3
NAPCO 安全技術有限公司和子公司
簡明合併收益表(未經審計)
截至9月30日的三個月 | |||||||
2024 |
| 2023 | |||||
(以千計,股票和每股數據除外) | |||||||
淨銷售額: | |||||||
設備收入 | $ | | $ | | |||
服務收入 |
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銷售成本: |
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設備相關費用 |
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與服務相關的費用 |
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毛利潤 |
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運營費用: | |||||||
研究和開發 |
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銷售費用、一般費用和管理費用 |
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總運營費用 |
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營業收入 |
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其他收入: |
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利息和其他收入(支出),淨額 |
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所得稅準備金前的收入 |
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所得稅準備金 |
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淨收入 | $ | | $ | | |||
每股收益: |
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基本 | $ | | $ | | |||
稀釋 | $ | | $ | | |||
已發行股票的加權平均數: |
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基本 |
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稀釋 |
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見簡明合併財務報表附註。
4
napco security technologies及其子公司
股東權益簡明綜合報表(未經審計)
2024年9月30日結束的三個月(以千計,除每股數據外) | |||||||||||||||||||
普通股 | 庫存股 | ||||||||||||||||||
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| 數量 |
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| 額外的 |
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| 股份 |
| 實收股本 |
| 數量 |
| 保留 | ||||||||||||
| 已發行 | 金額 |
| 資本 | 股份 | 金額 | 收益 | 總計 | |||||||||||
2024年6月30日餘額 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | | |||||
淨利潤 |
| — |
| — |
| — |
| — |
| — |
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基於股票的薪酬費用 |
| — |
| — | |
| — |
| — |
| — | | |||||||
行使期權 | |
| — | |
| — |
| — |
| — | | ||||||||
購買公司庫存股 | — | — | — | ( | ( | — | ( | ||||||||||||
現金股利($) | — |
| — | — |
| — |
| — |
| ( | ( | ||||||||
2024年9月30日的餘額 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | |
| 2023年9月30日結束的三個月(單位:千美元,除每股數據外) | ||||||||||||||||||
| 普通股 |
| 庫藏股 |
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| 數量 |
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| 額外的 |
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| 股份 |
| 實收股本 |
| 數量 |
| 保留 | ||||||||||||
| 已發行 | 金額 |
| 資本 | 股份 | 金額 | 收益 | 總計 | |||||||||||
截至2023年6月30日的餘額 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | | |||||
淨利潤 |
| — |
| — |
| — |
| — |
| — |
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基於股票的薪酬費用 |
| — |
| — | |
| — |
| — |
| — | | |||||||
現金股利($) | — |
| — | — |
| — |
| — |
| ( | ( | ||||||||
2023年9月30日餘額 |
| | $ | | $ | |
| ( | $ | ( | $ | | $ | |
請參閱簡明綜合財務報表附註。
5
NAPCO 安全技術有限公司和子公司
簡明合併現金流量表(未經審計)
截至9月30日的三個月 | |||||||
| 2024 |
| 2023 |
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(以千計) | |||||||
經營活動產生的現金流 |
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淨收入 | $ | | $ | | |||
爲使淨收入與經營活動提供的淨現金保持一致而進行的調整: |
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折舊和攤銷 |
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其他投資的利息(收入)支出 | ( | | |||||
有價證券的未實現(收益)虧損 | ( | | |||||
(追回) 信貸損失 |
| ( |
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更改庫存儲備 |
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遞延所得稅 |
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股票薪酬支出 |
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運營資產和負債的變化: |
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應收賬款 |
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庫存 |
| ( |
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預付費用和其他流動資產 |
| ( |
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應收所得稅 | ( | ( | |||||
其他資產 |
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應付賬款、應計費用、應計工資和工資、應計所得稅 |
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經營活動提供的淨現金 |
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來自投資活動的現金流 |
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購買不動產、廠房和設備 |
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購買有價證券 | ( | ( | |||||
購買其他投資 | ( | ( | |||||
贖回其他投資 | | — | |||||
(用於)投資活動提供的淨現金 |
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來自融資活動的現金流量 |
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股票期權行使的收益 |
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爲股息支付的現金 |
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爲購買庫存股而支付的現金 | ( | — | |||||
用於融資活動的淨現金 |
| ( |
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現金及現金等價物的淨增加 |
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現金和現金等價物-期初 |
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現金及現金等價物-結尾 | $ | | $ | | |||
補充現金流信息 |
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已付利息 | $ | | $ | — | |||
繳納的所得稅 | $ | | $ | | |||
非現金投資和融資交易 |
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已申報但未支付的現金分紅 | $ | | $ | — |
見簡明合併財務報表附註。
6
napco security technologies和附屬公司
未經審計的簡明綜合基本報表附註
2024年9月30日
註解1 - 業務性質和重要會計政策摘要
業務性質:
Napco Security Technologies, Inc(「NAPCO」,「公司」,「我們」)是高科技電子安防設備、入侵和火災報警系統的蜂窩通信服務的領先製造商和設計者,也是學校安全解決方案的主要提供商之一。我們提供多樣化的安防產品,包括門禁控制系統、門鎖產品、入侵和火災報警系統以及視頻監控產品。這些產品用於商業、住宅、機構、工業和政府應用,並主要銷售給全球的獨立分銷商、經銷商和安防設備安裝商。近年來,我們經歷了顯著增長,主要得益於來自入侵和火災報警系統的無線通信服務生成的快速增長的經常性服務收入,以及爲了應對美國校園槍擊和暴力事件而設計的學校安防產品,這些產品旨在滿足增強學校安全的日益增長的需求。我們的無線通信服務推動了我們每月經常性收入的顯著增長。
重要會計政策:
合併原則
合併財務報表包括 Napco Security Technologies, Inc. 及其全資子公司的帳戶。所有公司間餘額和交易已在合併中消除。
會計估計:
根據公認會計原則("GAAP")編制基本報表要求管理層做出估計和假設,這些估計和假設會影響資產和負債的報告金額以及在基本報表日期的或有收益和損失的披露,以及在報告期間的收入和費用的報告金額。我們會根據歷史經驗以及我們認爲在特定情況下合理的其他因素持續評估我們的估計和判斷。我們評估的結果爲判斷資產和負債的賬面價值提供了依據,這些價值並不容易從其他來源顯現。關鍵估計包括管理層與銷售退貨和折讓的準備金、信用損失準備金、應用於庫存的間接費用、庫存準備金、無形資產的估值、基於股份的薪酬以及所得稅相關的判斷。這些估計在未來可能會隨着基礎假設或因素的變化而變化,實際結果可能與這些估計存在差異。
金融工具的公允價值
估計以下金融工具類別公允價值的方法和假設爲:流動資產和流動負債 - 由於現金及現金等價物、存款證、可交易證券、流動應收和應付賬款及某些其他短期金融工具的賬面價值接近於2024年9月30日和2024年6月30日的公允價值,這些資產和負債的賬面金額大致相等於其公允價值。
現金及現金等價物和投資 - 其他
以購置時原始到期三個月或更短的所有金融工具被視爲現金等價物。此類項目可能包括流動的貨幣型基金、存款證和定期存款帳戶。被分類爲現金等價物的投資按成本計量,成本大致等於公允價值。 原始到期超過三個月的存款證被歸類爲投資-其他。
現金及現金等價物包括約 $
7
具有三個月或更短到期日的投資視爲現金等價物。原始期限超過三個月的存單被歸類爲其他投資。
截至(以千計)現金及現金等價物包括以下內容:
2024年9月30日 |
| 2024年6月30日 | ||||
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現金 | $ | | $ | | ||
貨幣型基金 |
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定期存款 | — | | ||||
$ | | $ | |
其他投資總額如下(以千爲單位):
2024年9月30日 |
| 2024年6月30日 | ||||
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定期存款 | $ | | $ | | ||
$ | | $ | |
存款憑證按原始成本加應計利息計入。
2024年9月30日 | ||||||||||||
資產負債表分類 |
| 利率 |
| 到期日 |
| 成本 |
| 賬面價值 | ||||
現金及現金等價物 | n/a | n/a | n/a | n/a | ||||||||
其他投資 | 10/24/2024 | | |
2024年6月30日 | ||||||||||||
資產負債表分類 |
| 利率 |
| 到期日 |
| 成本 |
| 賬面價值 | ||||
現金及現金等價物 | 8/22/2024 | $ | | $ | | |||||||
其他投資 | 7/25/2024 - 10/24/2024 | | |
公司在2024年9月30日和2024年6月30日持有的現金餘額超過了美國聯邦存款保險公司(FDIC)和其他國際機構的最高保險金額。公司歷史上未曾出現過任何信貸損失,這些餘額超過了FDIC的限額。
流動證券
公司的證券投資包括投資於互惠基金的投資, 主要投資於各種政府和企業債務、股票和貨幣型基金公司的證券投資以公允價值報告,相關的未實現和已實現收益與損失計入其他收入(支出)中。基金的已實現收益或損失是根據特定標識基礎確定的。公司定期評估其投資,以評估可能的除暫時性減值,方法包括審查公允價值低於成本基礎的時間長度和程度,發行人的財務狀況以及公司持有證券的能力和意願的時間週期,以便足夠預計市場價值的恢復。公司在可供出售證券的成本超過證券估計公允價值且價值下降被確認爲非暫時性時記錄減值損失。在2024年9月和2023年三個月結束時,公司並未記錄有關證券投資的減值損失,因爲管理層認爲根據其對情況的評估,公司市場性證券價值低於成本的下降是暫時的。
8
應收賬款
列報的應收賬款減去了信貸損失準備金 $
該公司使用損失率法來確定其應收賬款的終身預期信貸損失。該方法主要用於根據公司的歷史損失經驗計算損失估算。在確定損失率時,公司會評估與其歷史損失相關的信息,根據當前狀況進行調整,並根據可以合理預測的時間段進行進一步調整。與當前狀況以及合理和可支持的預測期相關的定性和定量調整考慮了以下所有因素:逾期應收賬款、客戶信譽、應收賬款條款的變化、競爭等其他外部力量的影響以及法律和監管要求對現有應收賬款估計信用損失水平的影響。
庫存
庫存按成本或可變現淨值中較低者進行估值,成本按先入先出(FIFO)方法確定。報告的庫存淨值包括可銷售的成品、在製品以及將在未來時期出售或使用的原材料。庫存成本包括原材料、直接人工和管理費用。公司的管理費用部分基於對與採購和儲存原材料相關的費用與製成品製造和組裝的費用比例的估計。這些比例、其應用方法以及期末清單中由此產生的開銷部分基於主觀估計,實際結果可能與這些估計值有所不同。
公司記錄了多餘和流動緩慢的庫存儲備金,即庫存成本超過其估計可變現價值的任何部分。該儲備金是根據年齡、歷史趨勢、產品生命週期、支持預測銷售的需求以及尋找原材料替代用途以及將成品轉換爲相同產品的替代版本以更好地滿足客戶需求的能力,計算該儲備金的估計剩餘和緩慢移動百分比應用於庫存。此外,必要時,公司可以爲未來的已知或預期事件建立特定的儲備金。在確定估計的超額和緩慢變動百分比時,生產和工程管理層成員都有固有的專業判斷和主觀性(見註釋6)。
該公司還定期審查其庫存轉換爲銷售的時期。自資產負債表之日起 12 個月後預計轉換爲銷售額的任何庫存均被歸類爲非流動庫存。
財產、廠房和設備
不動產、廠房和設備按成本減去累計折舊值進行記賬。維護和維修支出按發生的費用記作支出;重大更新和改進的費用記作資本。在報廢或以其他方式處置財產和設備時,成本和累計折舊將從資產和累計折舊帳戶中扣除,這種處置的損益反映在收入中。
折舊主要使用直線法記錄相關資產的估計使用壽命。租賃權益改善的攤銷是使用直線法在資產的估計使用壽命或租賃期內(以較短者爲準)計算的。
9
長期和無形資產
長期資產按其可用壽命進行攤銷,並且在有事件或情況變化表明相關資產的賬面價值可能無法收回時,會進行減值審查。當預計某資產所產生的未折現現金流低於該資產的賬面價值時,將記錄減值。
無形資產包括以下內容(以千計):
2024年9月30日 | 2024年6月30日 | |||||||||||||||||
| 賬面價值 |
| 累計 |
| 網絡書籍 |
| 賬面價值 |
| 累計 |
| 網絡書籍 | |||||||
價值 | 攤銷 | 價值 | 價值 | 攤銷 | 價值 | |||||||||||||
客戶關係 | $ | | $ | ( | $ | | $ | | $ | ( | $ | | ||||||
交易名稱 | |
| ( |
| |
| |
| ( |
| | |||||||
$ | | $ | ( | $ | | $ | | $ | ( | $ | |
已按攤銷期限處理的無形資產的攤銷費用分別爲2023年9月30日及2022年9月30日的約
收入確認
設備收入。
公司對有缺陷的產品提供有限的標準保修,通常爲期
服務收入
服務收入主要來自向客戶銷售每月的蜂窩通信服務。這些銷售主要包含一個單一的履約義務,收入在相關的每月期間內與蜂窩通信服務的交付保持一致,並在所有權、風險和收益轉移給客戶時確認。
這些服務按月計費,客戶有權在任何時間取消蜂窩通信服務,但與客戶的合同不提供退款。
10
銷售成本
設備銷售成本
設備銷售成本主要包括在產品製造中消耗的直接材料和耗材,以及製造勞動力、折舊費用和將購買的材料和耗材轉化爲成品所必需的直接和間接管理費用。
服務銷售成本
服務銷售成本包括運營我們的網絡運營中心以管理和提供電信服務的費用。
運輸和處理銷售及成本
公司將向客戶收取的運輸和處理費用計入淨銷售額 ($
廣告和促銷費用
廣告和促銷費用包含在合併損益表中的「銷售、一般和行政」 (「SG&A」)費用中,並在發生時計入費用。截至2024年和2023年9月30日的三個月的廣告費用爲$
研發成本
公司發生的研發("研發")費用在發生時計入費用,幷包含在合併收益表中的營業費用內。2024年和2023年截至9月30日的公司贊助研發費用爲$
所得稅
遞延所得稅資產和負債是爲了將現有資產和負債的財務報表賬面金額與其相應納稅基礎之間的暫時性差異引起的未來稅收影響的認可。遞延所得稅資產和負債使用預計適用於納稅年度的實施稅率來計量,這些暫時性差異預計將在有望收回或結清的年份中發生收回或結清。稅率變化對遞延所得稅資產和負債的影響將在通過頒佈日期的期間內確認爲收入。遞延所得稅費用表示遞延所得稅資產和遞延所得稅負債在期間內的變化。管理層認爲,當遞延所得稅資產的某些部分或全部無法實現的可能性比實現的可能性更大時,公司會減少遞延所得稅資產的估值準備。公司在持續的基礎上測量和認可其在納稅申報中採取或預期採取的立場的稅務影響。公司根據ASC 740的規定記錄不確定的稅務立場,該規定基於一個兩步過程來進行,在該過程中(1)我們確定是否有可能更大的可能性依據地位的技術優點和(2)對於那些達到更有可能比不大於識別門檻,我們認可最大的稅收收益金額,這更有可能在與相關稅務機關的最終結算中實現,
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每股淨收益
基本每股普通股淨收益(基本EPS)的計算方法是將淨利潤除以平均已發行普通股的加權平均數。攤薄後每股普通股淨收益(攤薄EPS)的計算方法是將淨利潤除以平均已發行普通股和攤薄普通股的可轉換證券和債務工具的加權平均數。
以下提供了截至2024年9月30日和2023年9月30日的每股金額計算所用信息的調解(以千爲單位,除分享和每股數據外):
淨利潤每 | ||||||||||||||||
淨收入 | 加權平均股數 | 分享 | ||||||||||||||
2024 |
| 2023 |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||||
基本每股收益 | $ | | $ | | | | $ | | $ | | ||||||
稀釋證券的影響: |
|
|
|
|
|
|
|
|
| |||||||
股票期權 | — |
| — |
| |
| |
| — |
| — | |||||
攤薄後每股收益 | $ | | $ | |
| |
| | $ | | $ | |
期權購買的普通股股票分別爲2023年9月30日和2022年,未被計入攤薄每股淨收益的計算中,因爲它們的計入將會反向稀釋。這些期權在期間結束時仍未行使。
按股票補償計算的費用
份額激勵計劃,本說明書第9節中討論。按照授予日的公允價值計量的股票酬勞成本將按照歸屬期間的直線法分攤計入費用。確定授予日的股票酬勵計劃的公允價值需要對預期波動率和放棄率等因素進行假設和判斷。
以股票爲基礎的獎勵以公平價值法覈算。因此,股票基礎補償成本在授予日根據獎勵的估計公平價值進行測量。獎勵的費用在所需服務期間內確認(通常是獎勵的歸屬期)。公司選擇將僅具有服務條件且具有分級歸屬的獎勵視爲一項獎勵。因此,總補償費用在整個歸屬期內以直線法確認,只要在任何日期確認的補償成本至少等於該日期已歸屬的獎勵的授予日公平價值的部分。
在授予日確定以分享爲基礎的獎勵的公平價值需要對預期波動性等因素進行假設和判斷。
股票酬勵成本爲$
外幣
公司已確定所有外資子公司的功能貨幣爲美元。所有海外業務被視爲公司運營的直接和不可分割的部分或延伸。所有外國子公司的日常運營依賴於美元的經濟環境。因此,
12
綜合收益
截至2024年和2023年9月30日的三個月內,公司的運營沒有產生包含在綜合收益中的重大項目,這些項目已包含在淨利潤中。因此,公司所有呈現期間的綜合收益大致等於其淨利潤。
分部報告
公司在
租賃
公司在合同生效時確定安排是否爲租賃,或是否包含租賃,即爲公司有權從使用中獲得實質上所有經濟利益,並有權指揮其使用的已識別資產。使用權(「ROU」)資產代表公司在租賃期限內使用基礎資產的權利,而租賃負債代表公司因租賃而產生的租賃付款義務。經營租賃ROU資產和負債在租賃開始日根據租賃期限內租金的現值進行確認。公司租賃中隱含的折現率通常無法輕易確定,因此公司在確定未來付款的現值時使用基於租賃開始日可用信息的增量借款利率。如果公司有續租或終止某些租賃的期權,當公司合理確定將行使這些期權時,這些期權將被納入租賃期限的確定中。公司在確定房地產業租賃的ROU資產或租賃負債時,不會將租賃和非租賃元件分開。此外,對於原始期限或續期爲一年或更短的租賃,公司不承認ROU資產或租賃負債。有關其他會計政策和披露,請參見附註13 - 承諾及或有事項;租賃。
截至2023年6月30日:
最近未採納的會計聲明
2023年11月,FASB發佈了ASU 2023-07,分部報告(主題 280):報告服務部門(主題 280)變更披露方式,通過升級對意義重大的分部費用的披露來改進分部報告披露要求。該準則適用於 2023 年 12 月 15 日之後的財年和 2024 年 12 月 15 日之後的財年間隔期。該準則必須適用於財務報表中呈現的所有期間的追溯。該公司目前正在評估該標準對合並財務報表的影響。. The update expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. It further requires disclosure of the amount and description of its composition for other segment items, and interim disclosures of both a reportable segment’s profit or loss and assets. The guidance requires disclosure of the title and position of the chief operating decision maker and how reported measures of segment profit or loss are used to assess performance and allocate resources. This pronouncement is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.
In December 2023, the FASb issued ASU 2023-09, 「Income Taxes (Topic 740): Improvements to Income Tax Disclosures,」 which requires public entities to disclose consistent categories and greater disaggregation of information in the rate reconciliation and for income taxes paid. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption on its consolidated financial statements.
13
The Company is evaluating other pronouncements recently issued but not yet adopted. The adoption of these pronouncements is not expected to have a material impact on our consolidated financial statements.
NOTE 2 – Revenue Recognition and Contracts with Customers
The Company is engaged in the development, manufacture, and distribution of security products, encompassing access control systems, door security products, intrusion and fire alarm systems, alarm communication services, and video surveillance products for commercial and residential use. The Company also provides wireless communication service for intrusion and fire alarm systems on a monthly basis. These products and services are used for commercial, residential, institutional, industrial and governmental applications, and are sold primarily to independent distributors, dealers and installers of security equipment. Sales to unaffiliated customers are primarily shipped from the United States.
As of September 30, 2024 and June 30, 2024, 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, | ||||||||
| 2024 |
| 2023 |
| ||||
Major Product Lines: |
|
|
| |||||
Intrusion and access alarm products | $ | | $ | | ||||
Door locking devices |
| |
| | ||||
Services |
| |
| | ||||
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 – Fair Value Measurement
Fair value is the price that would be received for an asset or the amount paid to transfer a liability in an orderly transaction between market participants. The Company is required to classify certain assets and liabilities based on the following fair value hierarchy:
● | Level 1: Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities; |
● | Level 2: Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly; and |
● | Level 3: Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable. |
14
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company has evaluated the estimated fair value of financial instruments using available market information and valuations as provided by third-party sources. The use of different market assumptions or estimation methodologies could have a significant effect on the estimated fair value amounts.
The following table presents the Company’s assets that were measured at fair value on a recurring basis at September 30, 2024 and June 30, 2024, respectively:
Level 1 | Level 2 | Level 3 | Total | ||||
September 30, 2024 | |||||||
Cash equivalents | |||||||
Certificate of deposits | - | - | - | - | |||
Money market funds | | - | - | | |||
Total | | - | - | | |||
Short-term investments | |||||||
Certificate of deposits | | - | - | | |||
Total | | - | - | | |||
Marketable securities | |||||||
Mutual funds | | - | - | | |||
Total | | - | - | | |||
June 30, 2024 | |||||||
Cash equivalents | |||||||
Certificate of deposits | | - | - | | |||
Money market funds | | - | - | | |||
Total | | - | - | | |||
Short-term investments | |||||||
Certificate of deposits | | - | - | | |||
Total | | - | - | | |||
Marketable securities | |||||||
Mutual funds | | - | - | | |||
Total | | - | - | |
The Company’s investments classified as Level 1 are based on quoted prices that are available in active markets, as well as certificates of deposits and time deposits that are classified as Level 1 due to their short-term nature.
15
For the years ended June 30, 2024 and 2023, there were
NOTE 5 – Marketable Securities
The Company’s marketable securities include investments in fixed income mutual funds, which are reported at their fair values.
Three months ended September 30, | ||||||
| 2024 |
| 2023 | |||
Net gains recognized during the period on marketable securities | $ | | $ | | ||
Less: Net (losses) 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 following tables summarize the Company’s investments at September 30, 2024 and June 30, 2024, respectively (in thousands):
September 30, 2024 | June 30, 2024 | ||||||||||||||||
Unrealized | Unrealized | ||||||||||||||||
Cost |
| Fair Value |
| Gain (Loss) |
| Cost |
| Fair Value |
| Gain (Loss) | |||||||
Mutual Funds | $ | | | $ | ( | $ | | $ | | $ | ( |
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.
Available-for-sale securities in a loss position at September 30, 2024 and June 30, 2024 were as follows:
Continuous Loss Position for Less than 12 Months | Continuous Loss Position for 12 Months or More | ||||||
Estimated Fair Value | Gross Unrealized Losses | Estimated Fair Value | Gross Unrealized Losses | ||||
September 30, 2024 | |||||||
Mutual funds | - | - | | | |||
Total | - | - | | | |||
June 30, 2024 | |||||||
Mutual funds | - | - | | | |||
Total | - | - | | |
16
NOTE 6 - 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, | |||
2024 | 2024 | |||||
Component parts | $ | | $ | | ||
Work-in-process |
| |
| | ||
Finished product |
| |
| | ||
$ | | $ | | |||
Classification of inventories: |
|
|
|
| ||
Current | $ | | $ | | ||
Non-current |
| |
| | ||
$ | | $ | |
The reserve for excess and slow-moving inventory, which reduces inventory in our consolidated balance sheets were $
NOTE 7 – Property, Plant, and Equipment
Property, plant and equipment consist of the following (in thousands):
| September 30, 2024 |
| June 30, 2024 |
| 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 8 - Income Taxes
The provision for income taxes represents Federal, foreign, and state and local income taxes. The effective rate differs from statutory rates due to the effect of state and local income taxes, tax rates in foreign jurisdictions, 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, 2024 the Company recognized total pre-tax book income of $
17
The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense and accrued income taxes. As of September 30, 2024, the Company had accrued interest totaling $
The company has FIN 48 liabilities accrued due to historic Section 956 positions. These positions would not be reversed until the earlier of when the statute of limitation lapses noting that Section 956 adjustments are subject to a 6-year period under the constructive dividend rules, or the position is effectively settled via an IRS audit. Based on the tax returns filed in April of 2019, the six year statute of limitations would expire during Q4 of June 30, 2025.
We file a consolidated U.S. income tax return and tax returns in certain state and local and foreign jurisdictions. As of September 30, 2024, fiscal years 2021 and forward are still open for examination, in addition to fiscal year 2018, which is subject to a six year statute of limitations. In addition, the Company has a wholly-owned subsidiary which operates in a Free Zone in the Dominican Republic (“DR”) and is exempt from DR income tax.
In December 2022, the Company received a letter from the IRS (“IRS”) notifying it that the IRS has closed its 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 9 - Long-Term Debt
On February 9, 2024, the Company and its primary bank, HSBC Bank USA National Association (“HSBC”), agreed to amend and restate the existing Third Amended and Restated Credit Agreement (“Agreement”) dated June 29, 2012, as amended, between the Registrant and HSBC with the Fourth Amended and Restated Credit Agreement (“Amended Agreement”). The Amended Agreement extends the term of the Agreement from June 28, 2024, to February 9, 2029. The Amended Agreement also increases the available revolving credit line from $
The Amended Agreement provides for a SOFR-based interest rate option of
During Fiscal 2020, the Company received the proceeds of promissory notes (the "PPP Loan Agreement"), entered into between the Company and HSBC Bank USA N.A., as lender (the "Lender). The Lender made the loans pursuant to the Paycheck Protection Program (the "PPP"), created by Section 1102 of the CARES Act. 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, and during Fiscal 2022, the PPP Loans were forgiven, in their entirety, in accordance with guidelines set forth in the PPP Loan Agreement. In accordance with the CARES Act, the federal government reserves the right to audit any forgiveness of PPP Loan’s for a period of six years from the date of forgiveness, and it has indicated that it intends to audit loans that were in excess of $2 million.
NOTE 10 - Stock Options
The Company follows ASC 718 (“Share-Based Payment”), which requires that all share-based payments to employees, including stock options, be recognized as compensation expense in the consolidated financial statements based on their fair values and over the requisite service period. For the three months ended September 30, 2024 and 2023, the Company recorded non-cash compensation expense of
18
$
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
The following table reflects activity under the 2012 Employee Plan for the three months ended September 30:
2024 | 2023 | ||||||||||||
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 | | $ | |
| | $ | | ||||||
Weighted average fair value at grant date of options granted | n/a |
| n/a |
|
| ||||||||
Total intrinsic value of options exercised | $ | | n/a |
|
| ||||||||
Total intrinsic value of options outstanding | $ | | $ | |
|
| |||||||
Total intrinsic value of options exercisable | $ | | $ | |
|
|
A total of
The following table summarizes information about stock options outstanding under the 2012 Employee Plan at September 30, 2024:
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, 2024, there was $
19
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
The following table reflects activity under the 2012 Non-Employee Plan for the three months ended September 30:
2024 | 2023 | ||||||||||||
|
| 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 | | $ | |
| | $ | | ||||||
Weighted average fair value at grant date of options granted | n/a | n/a |
|
| |||||||||
Total intrinsic value of options exercised | n/a | 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 Non-Employee Plan at September 30, 2024:
Options outstanding | Options exercisable | |||||||||||
Weighted average | Weighted | Weighted | ||||||||||
Number | remaining | average exercise | Number | average exercise | ||||||||
Range of exercise prices | outstanding |
| contractual life | price |
| exercisable | price | |||||
$ | | $ | | | $ | | ||||||
| $ | | | $ | |
As of September 30, 2024, there was $
2018 Non-Employee Stock Option Plan
In December 2018, the stockholders approved the 2018 Non-Employee Stock Option Plan (the “2018 Non-Employee Plan”). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of
20
Under the 2018 Non-Employee Plan, stock options may be granted with a term of up to
There were
2024 |
| 2023 | |||
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 2018 Non-Employee Plan for the three months ended September 30:
2024 | 2023 | ||||||||||||
|
| 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 | | $ | |
| | $ | | ||||||
Weighted average fair value at grant date of options granted | n/a | n/a | |||||||||||
Total intrinsic value of options exercised | n/a | 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 2018 Non-Employee Plan at September 30, 2024:
Options outstanding | Options exercisable | |||||||||||
|
| Weighted average |
| Weighted |
|
| Weighted | |||||
Number | remaining | average exercise | Number | average exercise | ||||||||
Range of exercise prices | outstanding | contractual life | price | exercisable | price | |||||||
$ | |
| $ | |
| | $ | | ||||
|
| $ | |
| | $ | |
As of September 30, 2024, there was $
2020 Non-Employee Stock Option Plan
In May 2020, the stockholders approved the 2020 Non-Employee Stock Option Plan (the “2020 Non-Employee Plan”). This plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of
21
stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.
Under the 2020 Non-Employee Plan, stock options may be granted with a term of up to
| 2024 |
| 2023 |
| |
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 2020 Non-Employee Plan for the three months ended September 30:
2024 | 2023 | ||||||||||||
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 |
| | $ | | | $ | | ||||||
Weighted average fair value at grant date of options granted | n/a |
|
| n/a |
| ||||||||
Total intrinsic value of options exercised | $ | |
|
|
| n/a |
| ||||||
Total intrinsic value of options outstanding | $ | |
|
| $ | |
| ||||||
Total intrinsic value of options exercisable | $ | |
|
| $ | |
|
A total of
The following table summarizes information about stock options outstanding under the 2020 Non-Employee Plan at September 30, 2024:
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 | ||
$ |
| |
| $ | |
| | $ | | |||
| |
| $ | |
| | $ | |
22
As of September 30, 2024, there was $
2022 Employee Stock Option Plan
In December 2022, the stockholders approved the 2022 Employee Stock Option Plan (the “2022 Employee Plan”). The plan authorizes the granting of awards, the exercise of which would allow up to an aggregate of
Under the 2022 Employee Plan, stock options may be granted to valued employees with a term of up to
| 2024 |
| 2023 |
| |
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 2022 Employee Plan for the three months ended September 30:
2024 | 2023 | ||||||||||
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 |
| | $ | | — | — | |||||
Weighted average fair value at grant date of options granted | n/a |
|
| n/a |
| ||||||
Total intrinsic value of options exercised |
| n/a |
|
|
| n/a |
| ||||
Total intrinsic value of options outstanding | $ | |
|
| n/a |
| |||||
Total intrinsic value of options exercisable | $ | |
|
| n/a |
|
23
The following table summarizes information about stock options outstanding under the 2022 Employee Plan at September 30, 2024:
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, 2024, there was $
NOTE 11 – Stockholders’ Equity Transactions
The following tables summarizes information about dividends declared by the Company for the three months ended September 30, 2024 and the fiscal year ended June 30, 2024:
Dividend Declaration Date | Stockholders of Record Date | Dividend Payable Date | Per Share Cash Dividend Amount | |||
$ | ||||||
$ | ||||||
$ | ||||||
$ | ||||||
$ |
The dividend payable from the dividend declared on August 22, 2024, has been settled subsequent to September 30, 2024.
On September 16, 2014 the Company’s board of directors authorized the repurchase of up to
The following tables summarizes information about shares repurchased by the Company for the three months ended September 30, 2024:
|
|
| Total Number of |
| Maximum | |||
Total | Shares Purchased as | Number of Shares | ||||||
Number of | Average | Part of Publicly | that May Yet Be | |||||
Shares | Price Paid | Announced Plans or | Purchased Under | |||||
Period |
| Purchased |
| per Share |
| Programs |
| Plans or Programs |
September 10, 2024 - September 19, 2024 |
| |
| $ |
| |
| |
Total for the 3 months ended September 30, 2024 |
| |
| $ |
| |
| |
During the three months ended September 30, 2024, certain employees and directors exercised stock options under the Company's 2012 Employee and 2020 Non-Employee Stock Option Plans totaling
24
NOTE 12 - 401(k) Plan
The Company maintains a 401(k) plan (“the Plan”) that covers all U.S. employees and is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Company contributions to this plan are discretionary and totaled $
NOTE 13 - Commitments and Contingencies
Leases
Our lease obligation consists of a
Operating leases are included in operating lease right-of-use assets, accrued expenses and operating lease liabilities, non-current on our condensed consolidated balance sheets.
For the three months ended September 30, 2024 and 2023 cash payments against operating lease liabilities totaled $
Supplemental balance sheet information related to operating leases was as follows:
Weighted-average remaining lease term |
| ||
Weighted-average discount rate | | % |
The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2024 (in thousands):
Year Ending June 30, |
| Amount | |
2025 | $ | | |
2026 |
| | |
2027 |
| | |
2028 |
| | |
2029 |
| | |
Thereafter | | ||
Total future minimum lease payments | $ | | |
Less: Imputed interest | | ||
Total | $ | |
Operating lease expense totaled approximately $
Litigation
On August 29, 2023, a purported class action, brought on behalf of a putative class who acquired publicly traded NAPCO securities between November 7, 2022 and August 18, 2023, was filed in the United States District Court for the Eastern District of New York against the Company, its Chairman and Chief Executive Officer, and its Chief Financial Officer. The action, captioned Zornberg v. NAPCO Security Technologies, Inc. et al., asserts securities fraud claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 in connection with statements made in the Company’s quarterly reports and earnings releases during the period of November 7, 2022 through May 8, 2023. A lead plaintiff was appointed in November 2023 and lead plaintiff filed an Amended Complaint on February 16, 2024. The Amended Complaint added claims under Sections 11, 12, and 15 of the Securities Act of 1933
25
in connection with the secondary public offering in February 2023. These additional claims are brought against the defendants named in the initial complaint, as well as the directors who allegedly signed the offering materials (prospectuses and registration statement in connection with the offering), and the underwriters for the offering. The Company filed a motion to dismiss the Amended Complaint on April 26, 2024. The Company intends to vigorously defend against the action.
With respect to all litigation and related matters, the Company records a liability when the Company believes it is probable that a liability has been incurred and the amount can be reasonably estimated. As of the end of the period covered by this report, the Company has not recorded a liability for the matter disclosed in this note. It is possible that the Company could be required to pay damages, incur other costs or establish accruals in amounts that could not be reasonably estimated as of the end of the period covered by this report.
Employment Agreements
The Company is obligated under
The employment agreement with the CEO provides for an annual salary of $
The employment agreement with the SVP of Finance expires in June 2025 and provides for an annual salary of $
The employment agreement with the SVP of Engineering expires in August 2024 and provides for an annual salary of $
The severance agreement is with the CFO and provides for, if terminated by the Company without cause or within three months of a change in corporate control of the Company, severance of
NOTE 14 – Geographical Data
The Company is engaged in
26
Financial Information Relating to Domestic and Foreign Operations (in thousands):
Three months ended September 30, | ||||||
2024 |
| 2023 | ||||
Sales to external customers (1): |
|
|
| |||
Domestic | $ | | $ | | ||
Foreign |
| |
| | ||
Total Net Sales | $ | | $ | |
| September 30, 2024 |
| June 30, 2024 |
| |||
Identifiable assets: |
|
|
| ||||
United States | $ | | $ | | |||
Dominican Republic (2) |
| |
| | |||
Total Identifiable Assets | $ | | $ | |
(1) | All of the Company’s sales originate in the United States and are shipped primarily from the Company’s facilities in the United States. There were no sales into any one foreign country in excess of 10% of total Net Sales. |
(2) |
NOTE 15 - Subsequent Events
The Company has evaluated subsequent events occurring after the end of the period covered by the condensed consolidated financial statements for events requiring recording or disclosure in the condensed consolidated financial statements.
On
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement Regarding Forward Looking Statements
This Quarterly Report on Form 10-Q and the documents we incorporate by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this prospectus regarding our strategy, future operations, clinical trials, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” “schedule,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may be beyond our control, and which may cause our actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. See “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2024 for more information. These factors and the other cautionary statements made in this prospectus and the documents we incorporate by reference should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus and the documents we incorporate by reference. In addition, any forward-looking statements represent our estimates only as of the date that this prospectus is filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. We do not assume any obligation to update any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.
Overview
Napco is a leading manufacturer and designer of high-tech electronic security devices, wireless communication services for intrusion and fire alarm systems as well as a 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, used for commercial, residential, institutional, industrial and governmental applications. We have experienced significant growth in recent years, primarily driven by our recurring service revenues from wireless communication services for intrusion and fire alarm systems.
NAPCO has established a heritage and proven record in the professional security community for reliably delivering both advanced technology and high-quality security solutions. We are dedicated to developing innovative technology and producing the next generation of reliable security solutions that utilize remote communications and wireless networks.
Highlights from the quarter ended September 30, 2024 compared with the comparable quarter in fiscal 2023 included:
● | Net sales for the quarter increased 6% to a record $44.0 million. |
● | Recurring service revenue (“RSR”) for the quarter increased 22% to $21.1 million. |
● | Gross margin for recurring service revenue increased to 91% as compared to 90%. |
● | Gross margin for equipment revenue was 24% as compared to 28%. |
● | Net income increased 7% to a first quarter record $11.2 million. |
Industry Trends
Our industry is dynamic and highly competitive, with frequent changes in both technologies and business models. Each industry shift is an opportunity to conceive new products, new technologies, or new ideas that can further transform the industry and our business.
28
Napco continually innovates through a broad range of research and development activities that seek to identify and address the changing demands of customers, industry trends, and competitive forces.
Economic Conditions and Other Factors
We are subject to the effects of general macroeconomic and market conditions.
The markets for security devices and services are dynamic and highly competitive. Our competitors are continually developing new products and solutions for consumers and businesses. We must continue to evolve and adapt to respond to customer and user preferences over an extended time in pace with this changing environment.
Critical Accounting Policies and Estimates
The Company’s significant accounting policies are fully described in Note 1 to the Company’s consolidated financial statements included in its 2024 Annual Report on Form 10-K.
Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires a high degree of judgment, either in the application and interpretation of existing accounting literature or in the development of estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We continuously evaluate our estimates and judgments based on historical experience, as well as other factors that we believe to be reasonable under the circumstances. The results of our evaluation form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. 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. These estimates may change in the future if underlying assumptions or factors change, and actual results may differ from these estimates.
Results of Operations
| Three months ended September 30, |
| |||||||
(dollars in thousands) | |||||||||
|
|
| % Increase/ |
| |||||
| 2024 |
| 2023 |
| (decrease) |
| |||
Net sales: equipment revenues | $ | 22,917 | $ | 24,391 |
| (6.0) | % | ||
service revenues | 21,086 | 17,285 | 22.0 | % | |||||
Total net sales | 44,003 | 41,676 | 5.6 | % | |||||
Gross Profit: equipment | 5,407 | 6,894 | (21.6) | % | |||||
services | 19,209 | 15,519 | 23.8 | % | |||||
Total gross profit |
| 24,616 |
| 22,413 |
| 9.8 | % | ||
Gross profit as a % of net sales: |
| 55.9 | % |
| 53.8 | % | 3.9 | % | |
equipment | 23.6 | % | 28.3 | % | (16.6) | % | |||
services | 91.1 | % | 89.8 | % | 1.4 | % | |||
Research and development |
| 3,057 |
| 2,437 |
| 25.4 | % | ||
Selling, general and administrative |
| 9,703 |
| 8,421 |
| 15.2 | % | ||
Selling, general and administrative as a percentage of net sales |
| 22.1 | % |
| 20.2 | % | 9.4 | % | |
Operating income |
| 11,856 |
| 11,555 |
| 2.6 | % | ||
Interest and other income, net |
| 1,144 |
| 440 |
| 160.0 | % | ||
Provision for income taxes |
| 1,815 |
| 1,517 |
| 19.6 | % | ||
Net income |
| 11,185 |
| 10,478 |
| 6.7 | % |
29
Net Sales
Net Sales for the three months ended September 30, 2024 increased $2,327,000 to $44,003,000 as compared to $41,676,000 in the comparable period. Net equipment revenues for the three months ended September 30, 2024, decreased $1,474,000 to $22,917,000 as compared to $24,391,000 in the comparable period. The decrease in net equipment sales was primarily due to decreases in intrusion and access alarm products of $233,000 and door locking devices of $1,241,000.
Net service revenues for the three months ended September 30, 2024, increased $3,801,000 to $21,086,000 as compared to $17,285,000 in the Comparable period. The increase in net service revenues was primarily due to an increase in our cellular (radio) communication device activations.
Gross Profit
Overall gross profit for the three months ended September 30, 2024 increased $2,203,000 to $24,616,000, or 55.9% of net sales, as compared to $22,413,000, or 53.8% of net sales, for the comparable period.
Gross profit from equipment sales was $5,407,000, or 23.6% of equipment sales, as compared to $6,894,000, or 28.3% of net equipment sales, for the comparable period. The decrease in gross profit percentage from equipment sales is primarily a result of product mix. Door locking products historically result in higher margin percentages as compared to access alarm products and specifically cellular (radio) communicator devices, which also result in future increases in recurring alarm communication services revenue.
Gross profit on service revenues was $19,209,000, or 91.1% of net service revenues, as compared to $15,519,000, or 89.8% of net service revenues, for the comparable period a year ago. The increase in gross profit percentage was a result of renegotiation of royalty arrangements and volume rebates received from carriers.
Research and Development
Research and development expenses for the three months ended September 30, 2024 increased by $620,000 to $3,057,000, or 6.9% of net sales, as compared to $2,437,000, or 5.8% of net sales, for the comparable period. The increase in research and development expenses was primarily a result of annual compensation increases and hiring of additional resources.
Selling, General and Administrative
Selling, general and administrative (“SG&A”) expenses for the three months ended September 30, 2024 increased by $1,282,000 to $9,703,000 as compared to $8,421,000 for the comparable period.
The increase in SG&A expenses was primarily attributable to compensation increases and hiring of additional staff, increases in advertising and insurance costs, partially offset by decreases in professional fees.
Other Income (Expense)
Interest and other income, net for the three months ended September 30, 2024 increased by $704,000 to income of $1,144,000 as compared to income of $440,000 for the comparable period. The increase in income was primarily due to an increase in interest income on short-term investments as a result of higher interest rates and larger deposit balances.
Income Taxes
The Company’s provision for income taxes for the three months ended September 30, 2024 increased by $298,000 to $1,815,000 as compared to $1,517,000 for the same period a year ago. The increase in the provision for income taxes for the three months was primarily due to higher taxable income in the U.S. The Company’s effective rate for income tax was 14.0% and 12.6% for the three months ended September 30, 2024 and 2023 respectively. The Company’s effective tax rate for the three months ended September 30, 2024 increased as a result of higher non-deductible stock based compensation.
30
Liquidity and Capital Resources
Our cash and cash equivalents increased by $20,255,000 during the quarter ended September 30, 2024, and our cash and cash equivalents and short-term investments as of September 30, 2024 was $96,522,000. We believe that our projected cash flow from operations, combined with our cash and short-term investments, will be sufficient to meet our projected working capital requirements, contractual obligations, and other cash flow needs for the next twelve months.
As of September 30, 2024, the Company’s available revolving credit line was $20,000,000, which expires in February 2029, none of which has been drawn. The Company has no outstanding debt.
A summary of the cash flow activity for the periods ended September 30, 2024 and 2023 is as follows:
Cash Flows from Operating Activities
Net cash provided by operating activities was $12.0 million for the period ended September 30, 2024 and was due to net income of $11.2 million and increase in cash flow from changes in operating assets and liabilities of $1.3 million, partially offset by adjustments for non-cash items of $.4 million. The changes in operating assets and liabilities were largely attributable to increases in accounts receivables and decreases in inventories and accounts payable and accrued expenses.
Net cash provided by operating activities was $11.2 million for the period ended September 30, 2023 and was due to net income of $10.5 million and adjustments for non-cash items of $1.7 million, partially offset by a decrease in cash flow from operating activities due to changes in operating assets and liabilities of $1.0 million. The changes in operating assets and liabilities was largely attributable to a decrease in accounts receivable and an increase in and accounts payable and accrued expenses offset by an increase in inventories.
Cash Flows from Investing Activities
The net cash provided by investing activities of $15.5 million during the period ended September 30, 2024 was primarily attributable to the redemption of other investments ($16.3 million) partially offset by expenditures used for capital expenditures ($.7 million) and purchase of investments ($.1 million). The cash used in investing activities of $0.6 million during the period ended September 30, 2023, was primarily attributable to expenditures used for capital expenditures and purchase of investments. The change in use of cash for investing activities from 2023 to 2024 was a reduction in investments in term deposits (other investments).
Cash Flows from Financing Activities
The cash used in financing activities of $7.2 million for the period ended September 30, 2024 was primarily related to the purchase of treasury shares. The cash used in financing activities of $2.9 million for the period ended September 30, 2023 was primarily related to the payment of stockholder dividends.
Contractual Obligations and Commitments
As of September 30, 2024, the Company had no material commitments for capital expenditures or inventory purchases other than purchase orders issued in the normal course of business. On April 26, 1993, the Company's foreign subsidiary entered into a 99-year land lease of approximately 4 acres of land in the Dominican Republic, on which the Company’s principle manufacturing facility is located, at an annual base rent of approximately $235,000 and $105,000 in annual service charges. The service charges increase 2% annually over the remaining life of the lease.
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our exposure to market rate risk for changes in interest rates primarily relates to our investment portfolio. We internally manage our investment portfolios considering investment opportunities and risks, tax consequences, and overall financing strategies. Our investment portfolio includes fixed-income securities with a fair value of approximately $5.4 million at June 30, 2024. These securities are subject to interest rate risk and, based on our investment portfolio at June 30, 2024, a 100 basis point increase in interest rates would result in a
31
decrease in the fair value of the portfolio of approximately $113,000. While an increase in interest rates may reduce the fair value of the investment portfolio, we will not realize the losses in the Consolidated Statements of Income unless the individual fixed-income securities are sold prior to recovery or the loss is determined to be other-than-temporary.
Currency Exchange Risk
We conduct business with non-U.S. customers, however all foreign sales transactions by the Company are denominated in U.S. dollars. As such, the Company has shifted foreign currency exposure onto its foreign customers.
If changes in exchange rates were to negatively effect these customers, the Company could have trouble collecting unsecured receivables, and or experience the cancellation of existing orders or the loss of future orders. The foregoing could materially adversely affect the Company's business, financial condition and results of operations.
We are also exposed to foreign currency risk relative to expenses incurred in Dominican Pesos ("RD$"), the local currency of the Company's production facility in the Dominican Republic. The result of a 10% strengthening or weakening in the U.S. dollar to the RD$ would result in an annual increase or decrease in income from operations of approximately $810,000.
ITEM 4: Controls and Procedures
Evaluation of Disclosure 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 as of September 30, 2024. 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. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2024. Based on that evaluation, management concluded that such disclosure controls and procedures were not effective, at the reasonable assurance level, as of September 30, 2024, as a result of the material weaknesses in internal control over financial reporting discussed below.
Previously Identified Material Weaknesses in Internal Control over Financial Reporting
As disclosed in our Annual Report on Form 10-K for the year ended June 30, 2024, management identified a material weakness in internal control related to inventory costing. The material weakness was a result of ineffective review of information used in the inventory costing process.
Plans for Remediation of Material Weaknesses
Management, with the oversight of the audit committee of our Board of Directors, is currently designing and implementing reconciliation procedures to determine that the information used in the costing of inventory is complete and accurate and expects to complete these actions during fiscal 2025. While the Company has begun the process of taking measures which it believes will remediate the underlying cause of this material weakness, there can be no assurance as to when the remediation plan will be fully developed and implemented and whether such measures will be effective. Until the Company’s remediation plan is fully implemented and effective, the Company will continue to devote time, attention and financial resources to this effort.
Changes in Internal Control over Financial Reporting
During the three months ended September 30, 2024, there were no changes in the Company’s internal controls over financial reporting, except for the remediation efforts described above, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting except as described above.
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PART II: OTHER INFORMATION
Item 1. Legal Proceedings
The information called for by this item is incorporated herein by reference to Note 13, Commitments and Contingencies, in the Notes to the Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
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, 2024 as well as the Form 424(b)(7) Prospectus, filed on March 7, 2024. There has been no material change in the risk factors previously disclosed in the Company’s Form 10-K and Form 424(b)(7) for the three months ended September 30, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On September 16, 2014 the Company’s board of directors authorized the repurchase of up to 2 million of the approximately 38.8 million shares of the Company’s common stock then outstanding. Such repurchases may be made from time to time in the open market or in privately negotiated transactions subject to market conditions and the market price of the common stock. In December of Fiscal 2018, the board of directors authorized the repurchase of up to an additional 1 million shares. During the three months ended September 30, 2024 the Company repurchased 193,252 shares of its outstanding common stock at a weighted average price of $37.67. Shares repurchased through September 30, 2024 are included in the Company’s Treasury Stock as of September 30, 2024.
The following tables summarizes information about shares repurchased by the Company for the three months ended September 30, 2024:
|
|
| Total Number of |
| Maximum | |||
Total | Shares Purchased as | Number of Shares | ||||||
Number of | Average | Part of Publicly | that May Yet Be | |||||
Shares | Price Paid | Announced Plans or | Purchased Under | |||||
Period |
| Purchased |
| per Share |
| Programs |
| Plans or Programs |
September 10, 2024 - September 19, 2024 |
| 193,252 |
| $ 37.67 |
| 193,252 |
| 387,388 |
Total for the 3 months ended September 30, 2024 |
| 193,252 |
| $ 37.67 |
| 193,252 |
| 387,388 |
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
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Item 6. Exhibits
31.1 | |
31.2 | |
32.1 | |
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH | Inline XBRL Taxonomy Extension Schema Document |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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.
November 4, 2024
NAPCO SECURITY TECHNOLOGIES, INC.
(Registrant)
By: | /s/ RICHARD L. SOLOWAY |
|
| Richard L. Soloway | |
| Chairman of the Board of Directors & Chief Executive Officer | |
| (Chief Executive Officer) |
|
|
|
|
|
|
|
By: | /s/ KEVIN S. BUCHEL |
|
| Kevin S. Buchel | |
| President, Chief Operating Officer & Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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