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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [Fee Required]
For the fiscal year ended June 30, 1997
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 [No Fee Required]
For the Transition period from ___________ to ___________
COMMISSION FILE NUMBER: 0-10004
NAPCO SECURITY SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 11-2277818
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
333 Bayview Avenue, Amityville, New York 11701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(516) 842-9400
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
As of September 18, 1997, 4,369,727 shares of Common Stock were
outstanding, and the aggregate market value of the stock (based upon the last
sale price of the stock on such date) held by non-affiliates was approximately
$14,048,831.
Documents Incorporated by Reference: Portions of the Registrant's
Proxy Statement in connection with its 1997 Annual Meeting of Stockholders are
incorporated by reference in Part III.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
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PART I
ITEM 1. BUSINESS.
NAPCO Security Systems, Inc. ("NAPCO") was incorporated in December
1971 in the State of Delaware for the purpose of acquiring National Alarm
Products Co., Inc., a New Jersey corporation founded in 1969 ("National"). In
December 1971, NAPCO issued an aggregate of 300,000 shares of its common stock,
par value $.01 per share ("Common Stock"), to the stockholders of National in
exchange for all of the issued and outstanding capital stock of National, after
which National was merged into NAPCO.
NAPCO and its subsidiaries (collectively, the "Company") are engaged
in the development, manufacture, distribution and sale of security alarm
products and door security devices (the "Products") for commercial and
residential installations.
Products
Alarm Systems. Alarm systems usually consist of various detectors, a
control panel, a digital keypad and signaling equipment. When a break-in
occurs, an intrusion detector senses the intrusion and activates a control
panel via hard-wired or wireless transmission that sets off the signaling
equipment and, in most cases, causes a bell or siren to sound. Communication
equipment such as a digital communicator may be used to transmit the alarm
signal to a central station or another person selected by a customer.
The Company manufactures and markets the following products for alarm
systems:
Automatic Communicators. When a control panel is activated by a
signal from an intrusion detector, it activates a communicator that can
automatically dial one or more predesignated telephone numbers. If programmed
to do so, a digital communicator dials the telephone number of a central
monitoring station and communicates in computer language to a digital
communicator receiver, which prints out an alarm message.
Control Panels. A control panel is the "brain" of an alarm system.
When activated by any one of the various types of intrusion detectors, it can
activate an audible alarm and/or various types of communication devices. For
marketing purposes, the Company refers to its control panels by the trade name,
generally "Magnum AlertTM" followed by a numerical designation.
Combination Control Panels/Digital Communicators and Digitkey Systems.
A combination control panel, digital communicator and a digital keypad (a plate
with push button numbers as on a telephone, which eliminates the need for
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mechanical keys) has continued to grow rapidly in terms of dealer and consumer
preference. Benefits of the combination format include the cost efficiency
resulting from a single micro-computer function, as well as the reliability and
ease of installation gained from the simplicity and sophistication of
microcomputer technology.
Door Security Devices. The Company manufactures a variety of exit
alarm locks ranging from simple dead bolt locks to door alarms.
Fire Alarm Control Panel. Multi-zone fire alarm control panels which
accommodate an optional digital communicator for reporting to a central station
are also manufactured by the Company.
Area Detectors. The Company's area detectors are both passive
infra-red heat detectors and combination microwave/ passive infra-red detectors
that are linked to alarm control panels. Passive infra-red heat detectors
respond to the change in heat patterns caused by an intruder moving within a
protected area. Combination units respond to both changes in heat patterns and
changes in microwave patterns occurring at the same time.
Peripheral Equipment
The Company also markets peripheral and related equipment manufactured
by other companies. Revenues from peripheral equipment have not been
significant.
Research and Development
The Company's business involves a high technology element. A
substantial amount of the Company's efforts are expended to develop and improve
the Products. During the fiscal years ended June 30, 1997, 1996, and 1995, the
Company expended approximately $3,340,000, $3,296,000 and $3,252,000,
respectively, on Company-sponsored research and development activities
conducted by its engineering department and outside consultants. Substantially
all of the Company's research and development activities during fiscal 1997,
1996 and 1995 were conducted by its engineering department. The Company
intends to continue to conduct a significant portion of its future research and
development activities internally.
Employees
As of June 30, 1997, the Company had approximately 1,000 full-time
employees.
Marketing and Major Customers
The Company's staff of approximately 32 sales and marketing support
employees located at the Company's headquarters sells and
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markets the Products directly to independent distributors and wholesalers of
security alarm and security hardware equipment. Management estimates that
these channels of distribution represented approximately 80% of the Company's
total sales for the fiscal year ended June 30, 1997. The Company's sales
representatives periodically contact existing and potential customers to
introduce new products and create demand for those as well as other Company
products. These sales representatives, together with the Company's technical
personnel, provide training and other services to wholesalers and distributors
so that they can better service the needs of their customers. In addition to
direct sales efforts, the Company advertises in technical trade publications
and participates in trade shows in major United States cities. Some of the
Company's products are marketed under the "private label" of certain customers.
Sales to A.D.I., A.D.T., and KingAlarm, each unaffiliated with the
Company, together accounted for approximately 38% and 42% of the Company's total
sales for the fiscal years ended June 30, 1997 and 1996 (see Note 9 to
Consolidated Financial Statements as to percentage breakdown). The loss of any
of these customers could have a material adverse effect on the Company's
business. With respect to a customer that accounted for approximately 9% of the
Company's sales in fiscal year 1997, the Company anticipates that there will be
a significant reduction in the sales to such customer. However, the Company
does not believe that such reduction will have a material adverse effect on the
results of operations or financial condition of the Company.
Competition
The security alarm products industry is highly competitive. The
Company's primary competitors are comprised of approximately 30 other
companies that manufacture and market security equipment to distributors,
dealers, central stations and original equipment manufacturers. The Company
believes that no one of these competitors is dominant in the industry. Certain
of these companies may have substantially greater financial and other resources
than the Company.
The Company competes primarily on the basis of the features, quality,
reliability and price of, and the incorporation of the latest innovative and
technological advances into, its Products. The Company also competes by
offering technical support services to its customers. In addition, the Company
competes on the basis of its expertise, its proven products, reputation and its
ability to provide Products to customers without delay. The inability of the
Company to compete with respect to any one or more of the aforementioned factors
could have an adverse impact on the Company's business. Relatively low-priced
"do-it-yourself" alarm system products have become available in recent years and
are available to the public at retail stores. The Company believes that these
products compete with the Company only to a limited
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extent because they appeal primarily to the "do-it-yourself" segment of the
market. Purchasers of such systems do not receive professional consultation,
installation, service or the sophistication that the Company's Products
provide.
Raw Materials and Backlog
The Company prepares specifications for component parts used in the
Products and purchases the components from outside sources or fabricates the
components itself. These components, if standard, are generally readily
available; if specially designed for the Company, there is usually more than one
alternative source of supply available to the Company on a competitive basis.
The Company generally maintains inventories of all critical components. The
Company for the most part is not dependent on any one source for its raw
materials.
In general, orders for the Products are processed by the Company from
inventory. A backlog of approximately $3,467,000 existed as of June 30, 1997.
This compared to a backlog of approximately $5,300,000 a year ago, which
included several large orders received during the fourth quarter a year ago.
Government Regulation
The Company's telephone dialers, microwave transmitting devices
utilized in its motion detectors and any new communication equipment that may
be introduced from time to time by the Company must comply with standards
promulgated by the Federal Communications Commission ("FCC") in the United
States and similar agencies in other countries where the Company offers such
products, specifying permitted frequency bands of operation, permitted power
output and periods of operation, as well as compatibility with telephone lines.
Each new Product of the Company that is subject to such regulation must be
tested for compliance with FCC standards or the standards of such similar
governmental agencies. Test reports are submitted to the FCC or such similar
agencies for approval.
Patents
The Company has been granted several patents and trademarks relating
to the Products. While the Company obtains patents and trademarks as it deems
appropriate, the Company does not believe that its current or future success is
dependent on its patents.
Foreign Sales
The revenues and identifiable assets attributable to the foreign and
domestic operations of the Company for its last three fiscal years, and the
amount of export sales in the aggregate, are summarized in the following
tabulation.
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Financial Information Relating to Foreign
and Domestic Operations and Export Sales(1)
1997 1996 1995
---- ---- ----
(in thousands)
Sales to unaffiliated
customers:
United States $53,302 $49,088 $48,078
Foreign 0 0 0
Identifiable assets:
United States $41,242 $33,084 $36,031
Foreign 16,002 $24,235 $19,708
Export sales:
United States(2) $10,355 $ 7,994 $ 7,646
ITEM 2. PROPERTIES.
The Company has executive offices and production and warehousing
facilities at 333 Bayview Avenue, Amityville, New York. This facility consists
of a fully-utilized 90,000 square foot building on a six acre plot. This six
acre plot provides the Company with space for expansion of office,
manufacturing and storage capacities. The Company constructed this facility
with the proceeds from an industrial revenue bond financing in 1985.
The Company's foreign subsidiary, Napco/Alarm Lock Grupo
Internacional, S.A. (formerly known as NSS Caribe, S.A.), is located in the
Dominican Republic where it owns a building of approximately 167,000 square
feet of production and warehousing space. That subsidiary also leases the land
associated with this
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(1) Certain prior year amounts have been reclassified to conform to
current year presentation.
(2) Export sales from the United States in fiscal year 1997 included
sales of approximately $6,046,000, $1,608,000, and $1,127,000 to Europe, North
America, and South America respectively. Export sales from the United States
in fiscal year 1996 included sales of approximately $4,744,000, $1,083,000,
and $451,000 to Europe, North America, and South America respectively.
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building under a 99 year lease expiring in the year 2092. As of June 30, 1997,
most of the Company's sales related to labor on assemblies, goods and
subassemblies at these sites, utilizing U.S. quality control standards.
Management believes that these facilities are more than adequate to
meet the needs of the Company in the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS.
There are no pending or threatened material legal proceedings to which
NAPCO or its subsidiaries or any of their property is subject, other than as
follows:
In May, 1995, the Company was advised of an unexpected Chapter 7
bankruptcy filing of one of its customers. As a result of anticipated cash
recoveries, management believes that the Company's allowance for doubtful
accounts at June 30, 1997 is sufficient and that this bankruptcy filing will not
have a material adverse effect on the Company's financial position or results of
operations.
In August 1995, the Internal Revenue Service ("IRS") informed the
Company that it is proposing adjustments of the Company's Federal tax returns
for fiscal years 1987 through 1992. The IRS has issued a report to the Company
proposing adjustments that would result in taxes due of approximately $4.3
million, excluding interest charges. The primary adjustments presented by the
IRS relate to intercompany pricing and royalty charges, DISC earnings and
charitable contributions. The Company disagrees with the IRS and intends to
vigorously appeal this assessment using all remedies and procedural actions
available under the law. In October 1996, the Company gave the IRS additional
information supporting its position. As a result, the Appeals Division of the
IRS advised the Company that the case had been returned to the Audit Division
for further consideration. Subsequently, the case has again been returned to
the Appeals Division of the IRS, with a meeting with such division scheduled
for early November, 1997. The Company believes that it has provided adequate
reserves at June 30, 1997 to address the ultimate resolution of this matter, so
that it will not have a material impact on the Company's consolidated financial
statements. (See Note 4 to Consolidated Financial Statements.)
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
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PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS.
Principal Market
NAPCO's Common Stock became publicly traded in the over-the-counter
("OTC") market in 1972. In December 1981, the Common Stock was approved for
reporting by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") under the symbol "NSSC", and in November 1984 the Common
Stock was designated by NASDAQ as a National Market System Security, which has
facilitated the development of an established public trading market for the
Common Stock. The tables set forth below reflect the range of high and low
sales of the Common Stock in each quarter of the past two fiscal years as
reported by the NASDAQ National Market System.
Quarter Ended
--------------------------------------------------------
Fiscal 1997
--------------------------------------------------------
Sept. 30 Dec. 31 March 31 June 30
-------- ------- -------- -------
Common Stock
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High $4.38 $4.25 $5.63 $5.63
Low $3.50 $3.38 $3.75 $4.75
Quarter Ended
--------------------------------------------------------
Fiscal 1996
--------------------------------------------------------
Sept. 30 Dec. 31 March 31 June 30
-------- ------- -------- -------
Common Stock
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High $3.13 $4.00 $4.13 $4.50
Low $2.00 $2.25 $3.00 $3.38
Approximate Number of Security Holders
The number of holders of record of NAPCO's Common Stock as of
September 18, 1997 was 239 (such number does not include beneficial owners of
stock held in nominee name).
Dividend Information
NAPCO has declared no cash dividends during the past three years with
respect to its Common Stock, and the Company does not anticipate paying any
cash dividends in the foreseeable future.
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ITEM 6. SELECTED FINANCIAL DATA.
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
Years Ended June 30,
--------------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(in thousands, except for per share data)
Operations
- ----------
Net Sales $53,302 $49,088 $48,078 $46,873 $46,560
Gross Profit 12,778 11,302 11,325 11,068 11,925
Provision for
(recovery of)
Income Taxes 605 515 532 37 (32)
Net Income 1,639 1,014 512 1,254 2,317
Earnings per Share .37 .23 .12 .29 .53
Cash Dividends per
Share(1) 0 0 0 0 0
As of June 30,
-----------------------------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
(in thousands, except for per share data)
Financial Condition
- -------------------
Total Assets $57,244 $57,319 $55,739 $53,810 $51,233
Long-term Debt 13,313 14,150 15,275 13,690 6,567
Working Capital 30,136 28,676 28,660 28,033 19,936
Stockholders' Equity 31,218 29,574 28,560 28,048 26,793
Stockholders' Equity
per Outstanding
Share 7.14 6.77 6.54 6.42 6.14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Liquidity and Capital Resources
The Company's cash on hand combined with proceeds from operating
activities during fiscal 1997 were adequate to meet the Company's capital
expenditure needs and short and long-term debt obligations. The primary source
of financing related to borrowings under a $16,000,000 secured revolving credit
facility. The Company expects that cash generated from operations and cash
available under the Company's bank line of credit will be adequate to meet its
short-term liquidity requirements. The Company's primary internal source of
liquidity is the cash flow generated from operations. As of June 30, 1997, the
Company's
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(1) The Company has never declared or paid a cash dividend on its
common stock. It is the policy of the Board of Directors to retain earnings
for use in the Company's business.
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unused sources of funds consisted principally of $1,006,000 in cash and
approximately $4,037,000 which represents the unused portion of its secured
revolving credit facility.
In fiscal 1988, the Company completed construction of a new
manufacturing and administrative facility in Amityville, N.Y. financed by a $3.9
million industrial revenue bond issue bearing interest at a variable rate
determined weekly by the underwriting bank based upon market conditions. During
fiscal 1997, the average interest rate was approximately 3.28% per annum. The
bonds had a maturity date of April 1, 2000, subject to quarterly sinking fund
payments. Such bonds were retired in May 1997 as part of the Company's debt
refinancing with its new primary bank as discussed below.
On April 26, 1993, the Company's foreign subsidiary entered into a
99-year lease of approximately 4 acres of land near its former facility in
the Dominican Republic, at an annual cost of approximately $272,000.
On July 27, 1994, the Company entered into an $11,000,000 secured
revolving credit and term loan facility with two banks, with the Company's
primary bank acting as agent. The revolving credit loan, which provided for
interest based upon a number of options available to the Company and did not
require principal payments until conversion, converted to a term loan on June
30, 1997 payable in sixteen (16) equal quarterly installments beginning on
September 30, 1997.
On May 13, 1997, the Company refinanced the majority of its bank debt
with a new primary bank and entered into a $16,000,000 secured revolving credit
agreement, a $3,000,000 line of credit to be used in connection with commercial
and standby letters of credit, and replaced the $2,500,000 standby letter of
credit securing an earlier loan from another bank in connection with the
Company's international operations. These agreements replaced the $11,000,000
credit agreement described above. The Company restructured its debt to allow
for future growth and expansion as well as to obtain terms more favorable to the
Company. As part of the debt restructuring, the Company retired the outstanding
industrial revenue bonds relating to the financing of the construction of the
Company's Amityville, N.Y. facility. The revolving credit agreement will expire
in May, 2000 and any outstanding borrowings are to be repaid on or before that
time.
In addition, a subsidiary of the Company maintains a $4,500,000 line
of credit with another bank. The balance outstanding under the line as of
December 31, 1994 automatically converted to a term loan payable in 20 equal
quarterly installments commencing on that date. $2,250,000 was outstanding as
of June 30, 1997 (see Note 5 to Consolidated Financial Statements).
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The Company takes into consideration a number of factors in measuring
its liquidity, including the ratios set forth below:
1997 1996 1995
---- ---- ----
Current Ratio 3.5 to 1 3.2 to 1 3.5 to 1
Net Sales to Receivables 3.8 to 1 3.6 to 1 3.5 to 1
Total Debt to Equity .8 to 1 .9 to 1 1.0 to 1
As of June 30, 1997, the Company had no material commitments for
purchases or capital expenditures.
Working Capital. Working capital increased by $1,460,000 to
$30,136,000 at June 30, 1997 from $28,676,000 at June 30, 1996. This was
primarily due to the Company's restructuring of its debt as previously
discussed and improved cash flows as discussed below.
Accounts Receivable. Accounts receivable increased by $178,000 to
$13,937,000 at June 30, 1997 from $13,759,000 at June 30, 1996. This increase
resulted primarily from an increase in sales in the second half of the fourth
quarter as compared to sales in the same period a year ago.
Inventory. Inventory decreased by $242,000 to $25,702,000 at June 30,
1997 as compared to $25,944,000 at June 30, 1996. This decrease is due
primarily to improvements in the Company's MRP (Material Requirements Planning)
system, the goal of which is to have shipments of raw materials as close as
possible to "just in time". This improvement, which resulted in a reduction
in inventory was partially offset by higher inventory levels necessary to
support the increased sales volume.
Accounts Payable and Accrued Expenses. Accounts payable and accrued
expenses decreased by $987,000 to $6,713,000 at June 30, 1997 from $7,700,000
at June 30, 1996. This decrease is primarily the result of improved inventory
management and stronger cash flows.
Results of Operations
Fiscal 1997 Compared to Fiscal 1996
Net Sales. Net Sales in fiscal 1997 increased approximately $4,214,000
or 8.6% to $53,302,000 from $49,088,000 in fiscal 1996. This increase was
primarily the result of increased export sales as well as the market's favorable
reception to the Company's new hybrid hard-wired/wireless products and new
digital locks that more than offset the decrease in sales of hard-wired only
products, decreased sales to one major customer, and continued price pressure in
the industry.
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Gross Profit. The Company's gross profit increased $1,476,000 to
$12,778,000 or 24.0% of net sales in fiscal 1997 as compared to $11,302,000 or
23% of net sales in fiscal 1996. The increase in gross profit as a percentage
of net sales was primarily due to improvements in the Company's manufacturing
efficiency as well as efficiencies of scale resulting from the higher sales
volume mentioned above.
Expenses. Selling, general and administrative expenses in fiscal 1997
increased 9% or $759,000 to $9,133,000 or 17.1% of net sales from $8,374,000 or
17.1% of net sales in fiscal 1996. This increase is primarily due to the
Company's additional marketing efforts relating to several new products
introduced during the year.
Other Expenses. Other Expenses in fiscal 1997 remained relatively
constant at $1,401,000 as compared to $1,399,000 in fiscal 1996.
Income Taxes. Provision for income taxes increased $90,000 to
$605,000 or approximately 27% of income before provision for income taxes
during fiscal 1997. This compared to a provision of $515,000 or approximately
34% of income before provision for income taxes during fiscal 1996. The
decrease in the provision as a percentage of income before provision for income
taxes is primarily attributable to lower reserve requirements.
Fiscal 1996 Compared to Fiscal 1995
Net Sales. Net Sales in fiscal 1996 increased approximately $1,010,000
or 2.1% to $49,088,000 from $48,078,000 in fiscal 1995. This increase was
achieved despite a continued general price erosion in the marketplace.
Gross Profit. The Company's gross profit remained relatively flat at
$11,302,000 or 23% of net sales in fiscal 1996 as compared to $11,325,000 or
23.6% of net sales in fiscal 1995. The decrease in gross profit as a percentage
of net sales was primarily due to the aforementioned general price erosion in
the marketplace, as partially offset by improvements in the Company's
manufacturing efficiency.
Expenses. Selling, general and administrative expenses in fiscal 1996
decreased 6.9% or $620,000 to $8,374,000 or 17.1% of net sales from $8,994,000
or 18.7% of net sales in fiscal 1995. This decrease is primarily the result of
reduction in professional fees and bad debt expenses from those incurred in
fiscal 1995. In addition, further decreases in expenses were achieved as a
result of the continuation of general cost control procedures established by
management.
Other Expenses. Other Expenses in fiscal 1996 increased 8.7% or
$112,000 to $1,399,000 from $1,287,000 in fiscal 1995. This increase is
primarily the result of an unfavorable shift in
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the UK Pounds Sterling exchange rates.
Income Taxes. Provision for income taxes decreased $17,000 to
$515,000 or approximately 34% of income before provision for income taxes
during fiscal 1996. This compared to a provision of $532,000 or approximately
51% of income before provision for income taxes during fiscal 1995. The higher
effective income tax rate in 1995 was primarily due to the recording of
additional income taxes related to DISC earnings that no longer qualify for tax
deferral.
Effects of Inflation
During the three-year period ended June 30, 1997, inflation and
changing prices did not have a significant impact on the Company's operations.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 1997 AND 1996
Page
----
Report of Independent Public Accountants
as of June 30, 1997 and 1996 and for each of the three
years in the Period Ended June 30, 1997 . . . . . . . . . . 15
Consolidated Financial Statements:
Consolidated Balance Sheets as of
June 30, 1997 and 1996 . . . . . . . . . . . . . . . . . . 16
Consolidated Statements of Income
for the Years Ended June 30,
1997, 1996 and 1995. . . . . . . . . . . . . . . . . . . . 17
Consolidated Statements of
Stockholders' Equity for the
Years Ended June 30, 1997, 1996
and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 18
Consolidated Statements of Cash
Flows for the Years Ended
June 30, 1997, 1996 and 1995 . . . . . . . . . . . . . . . 19
Notes to Consolidated Financial
Statements, June 30, 1997, 1996 and 1995 . . . . . . . . . 20
Schedules:
I. Condensed Financial Information on
Parent Company . . . . . . . . . . . . . . . . 30
II. Valuation and Qualifying Accounts . . . . . . . 32
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Napco Security Systems, Inc. and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Napco Security
Systems, Inc. (a Delaware corporation) and subsidiaries as of June 30, 1997 and
1996, and the related consolidated statements of income, stockholders' equity
and cash flows for each of the three years in the period ended June 30, 1997.
These consolidated financial statements and the schedules referred to below are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and schedules
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Napco Security Systems, Inc.
and subsidiaries as of June 30, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period ended
June 30, 1997 in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in the
index to consolidated financial statements are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic consolidated financial statements. These schedules have been
subjected to the auditing procedures applied in our audits of the basic
consolidated financial statements and, in our opinion, fairly state in all
material respects, the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
/s/ Arthur Andersen LLP
Melville, New York
September 25, 1997
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NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 1997 AND 1996
ASSETS 1997 1996
------ ---- ----
(in thousands, except share data)
CURRENT ASSETS:
Cash $ 1,006 $ 426
Accounts receivable, less reserve for doubtful accounts of $805 and
$864, respectively 13,937 13,759
Inventories, net 25,702 25,944
Prepaid expenses and other current assets 390 489
Deferred income taxes 986 911
------------ ------------
Total current assets 42,021 41,529
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation
and amortization of approximately $10,344 and $9,137, respectively 12,088 12,549
GOODWILL, net of accumulated amortization of approximately $1,042
and $935, respectively 2,699 2,806
OTHER ASSETS 436 435
------------ ------------
$ 57,244 $ 57,319
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 5,500 $ 5,986
Accrued expenses 1,213 1,714
Accrued salaries and wages 595 502
Current portion of long-term debt 900 1,500
Accrued income taxes 3,677 3,151
------------ ------------
Total current liabilities 11,885 12,853
LONG-TERM DEBT 13,313 14,150
DEFERRED INCOME TAXES 828 742
------------ ------------
Total liabilities 26,026 27,745
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 10)
STOCKHOLDERS' EQUITY:
Common stock, par value $.01 per share; 21,000,000 shares authorized;
5,898,602 and 5,896,602 shares issued, respectively; 4,369,727 and
4,367,727 shares outstanding, respectively 59 59
Additional paid-in capital 724 719
Retained earnings 30,436 28,797
Less: Treasury stock, at cost (1,528,875 shares) (1) (1)
------------- ------------
Total stockholders' equity 31,218 29,574
------------ ------------
$ 57,244 $ 57,319
============ ============
The accompanying notes are an integral part of these consolidated
balance sheets.
16
17
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
1997 1996 1995
---- ---- ----
(in thousands, except share and per share data)
NET SALES $ 53,302 $ 49,088 $ 48,078
COST OF SALES 40,524 37,786 36,753
------------- ------------- -------------
Gross profit 12,778 11,302 11,325
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 9,133 8,374 8,994
------------- ------------- -------------
Operating income 3,645 2,928 2,331
------------- ------------- -------------
OTHER INCOME (EXPENSE):
Interest expense, net (1,081) (1,278) (1,398)
Other, net (320) (121) 111
------------- ------------- -------------
(1,401) (1,399) (1,287)
------------- ------------- -------------
Income before provision for income taxes 2,244 1,529 1,044
PROVISION FOR INCOME TAXES 605 515 532
------------- ------------- -------------
Net income $ 1,639 $ 1,014 $ 512
============= ============= =============
EARNINGS PER SHARE $ .37 $ .23 $ .12
============= ============= =============
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING 4,383,000 4,373,000 4,390,000
============= ============= =============
The accompanying notes are an integral part of these consolidated statements.
17
18
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
(in thousands except share data)
Common Stock
-------------------------
Number Additional
of Paid-in Retained Treasury
Shares Amount Capital Earnings Stock Total
--------- ---------- ------------ ------------- ------------ -------------
BALANCE AT JUNE 30, 1994 5,896,602 $ 59 $ 719 $ 27,271 $ (1) $ 28,048
Net income - - - 512 - 512
--------- ---------- ------------ ------------- ------------ -------------
BALANCE AT JUNE 30, 1995 5,896,602 59 719 27,783 (1) 28,560
Net income - - - 1,014 - 1,014
--------- ---------- ------------ ------------- ------------ -------------
BALANCE AT JUNE 30, 1996 5,896,602 59 719 28,797 (1) 29,574
Net income - - - 1,639 - 1,639
Exercise of employee stock options 2,000 - 5 - - 5
--------- ---------- ------------ ------------- ------------ -------------
BALANCE AT JUNE 30, 1997 5,898,602 $ 59 $ 724 $ 30,436 $ (1) $ 31,218
========= ========== ============ ============= ============ =============
The accompanying notes are an integral part of these consolidated statements.
18
19
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JUNE 30, 1997, 1996 AND 1995
1997 1996 1995
---- ---- ----
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,639 $ 1,014 $ 512
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation and amortization 1,440 1,425 1,357
Provision for doubtful accounts 55 202 212
Deferred income taxes (11) 351 (320)
Changes in operating assets and liabilities resulting from increases and
decreases in:
Accounts receivable (233) (314) 828
Inventories 242 (1,766) (565)
Prepaid expenses and other current assets 99 (44) 25
Other assets (105) (112) (97)
Accounts payable, accrued expenses, accrued salaries and wages and accrued
income taxes (368) 2,779 (1,259)
------------- ------------- -----------
Net cash provided by operating activities 2,758 3,535 693
------------ ------------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of property, plant and equipment (746) (1,170) (3,332)
------------- ------------- -----------
Net cash used in investing activities (746) (1,170) (3,332)
------------- ------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from notes payable to bank - - 500
Principal payments on notes payable to bank - (500) (8,100)
Principal payments on capital lease obligation - (7) (21)
Principal payments on long-term debt (13,400) (1,800) (1,925)
Proceeds from long-term debt 11,963 - 11,218
Proceeds from exercise of employee stock options 5 - -
------------ ------------- -----------
Net cash (used in) provided by financing activities (1,432) (2,307) 1,672
------------- ------------- -----------
NET INCREASE (DECREASE) IN CASH 580 58 (967)
CASH, beginning of year 426 368 1,335
------------ ------------- -----------
CASH, end of year $ 1,006 $ 426 $ 368
============ ============= ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 1,076 $ 1,155 $ 1,388
============ ============= ===========
Income taxes paid $ 35 $ 144 $ 61
============ ============= ===========
The accompanying notes are an integral part of these consolidated statements.
19
20
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997, 1996 AND 1995
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Napco Security Systems, Inc. and subsidiaries (the "Company") is engaged
principally in the development, manufacture and distribution of security alarm
products and door security devices for commercial and residential use.
Principles of Consolidation
The consolidated financial statements include the accounts of Napco Security
Systems, Inc. and all of its subsidiaries. All significant intercompany
balances and transactions have been eliminated in consolidation.
Accounting Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles 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. Actual
results could differ from those estimates.
Inventories
Inventories are valued at the lower of cost (using the first-in, first-out
method) or market.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Depreciation is recorded
over the estimated service lives of the related assets using primarily the
straight-line method. Amortization of leasehold improvements is calculated by
using the straight-line method over the estimated useful life of the asset or
lease term, whichever is shorter.
Goodwill
Goodwill is being amortized on a straight-line basis over 35 years. Subsequent
to its acquisition, the Company continually evaluates whether later events and
circumstances have occurred that indicate the remaining estimated useful life
of the goodwill may warrant revision or that the remaining balance may not be
recoverable. When factors indicate that goodwill should be evaluated for
possible impairment, the Company uses an estimate of the undiscounted cash
flows over the remaining life of the goodwill in measuring whether it is
recoverable. In the years ended June 30, 1997 and 1996, there were no
adjustments to the carrying value of goodwill.
Revenue
Revenue is recognized upon shipment of the Company's products to its customers.
20
21
Income Taxes
Deferred income taxes are recognized for the expected future tax consequences
of temporary differences between the amounts reflected for financial reporting
and tax purposes. The provision for income taxes represents U.S. Federal and
state taxes on income generated from U.S. operations. Income generated by the
Company's foreign subsidiary is non-taxable. The Company accounts for the
research and development credit as a reduction of income tax expense in the
year in which such credits are allowable for tax purposes.
In prior years, the Company did not provide for income taxes on the
undistributed earnings of its Domestic International Sales Corporation ("DISC")
subsidiary because it was the Company's intent to continue the subsidiary's
qualification for tax deferral. Due to the shifting of manufacturing outside
the U.S., management determined in fiscal 1995 that the DISC no longer
qualified for continued tax deferral. As a result, previously deferred earnings
of the DISC totalling $2,031,000 must now be reported as taxable income over a
ten-year period in the Company's future tax returns. The respective tax
liability was recorded in fiscal 1995.
The Company does not provide for income taxes on the undistributed earnings of
its foreign subsidiary because such earnings are reinvested abroad and it is
the intention of management that such earnings will continue to be reinvested
abroad. As of June 30, 1997 and 1996, approximately $18,328,000 and $17,206,000
in cumulative earnings of the foreign subsidiary are included in consolidated
retained earnings.
Earnings Per Share
Earnings per share is computed based upon the weighted average number of common
shares and common stock equivalents (options) outstanding. Fully diluted
earnings per share does not materially differ from the earnings per share
presented in the consolidated statements of income.
Stock-Based Compensation
During October 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation". This statement establishes financial accounting and
reporting standards for stock-based employee compensation plans. SFAS No. 123
encourages entities to adopt a fair value based method of accounting for stock
compensation costs under pre-existing accounting pronouncements. If the fair
value based method of accounting is not adopted, SFAS No. 123 requires pro
forma disclosures of net income and earnings per share in the notes to the
consolidated financial statements. The accounting requirements of SFAS No. 123
are effective for transactions entered into in fiscal years that begin after
December 15, 1995, though they may be adopted on issuance. The disclosure
requirements of SFAS No. 123 are effective for financial statements for fiscal
years beginning after December 15, 1995, or for an earlier fiscal year for
which SFAS No. 123 is initially adopted for recognizing compensation cost. The
Company has adopted this standard in fiscal 1997, and has elected to continue
the accounting set forth in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25") and to provide the
necessary pro-forma disclosures (Note 6).
Reclassifications
Certain prior year balances have been reclassified to conform with the current
year presentation.
21
22
New Accounting Pronouncements
In March, 1997, the FASB issued SFAS No. 128, "Earnings Per Share". This
statement establishes standards for computing and presenting earnings per share
("EPS"), replacing the presentation of currently required primary EPS with a
presentation of Basic EPS. For entities with complex capital structures, the
statement requires the dual presentation of both Basic EPS and Diluted EPS on
the face of the statement of income. Under this new standard, Basic EPS is
computed based on weighted average shares outstanding and excludes any potential
dilution; Diluted EPS reflects potential dilution from the exercise or
conversion of securities into common stock or from other contracts to issue
common stock and is similar to the currently-required fully diluted EPS. SFAS
No. 128 is effective for financial statements issued for periods ending after
December 15, 1997, including interim periods, and earlier application is not
permitted. When adopted, the Company will be required to restate its EPS data
for all prior periods presented. The Company does not expect the impact of the
adoption of this statement to be material to previously reported EPS amounts.
2. INVENTORIES:
Inventories, net, consist of the following:
June 30,
-----------------------------
1997 1996
------- -------
(in thousands)
Component parts $12,197 $17,908
Work-in-process 3,374 4,449
Finished products 10,131 3,587
------- -------
$25,702 $25,944
======= =======
3. PROPERTY, PLANT AND EQUIPMENT:
Property, plant and equipment consists of the following:
June 30, Depreciation/
------------------------------- amortization-
1997 1996 annual rates
-------- -------- -------------
(in thousands)
Land $ 904 $ 904 -
Building 8,911 8,807 3%
Molds and dies 2,554 2,339 20%
Furniture and fixtures 977 942 10% to 20%
Machinery and equipment 8,660 8,268 10% to 33%
Leasehold improvements 426 426 Shorter of the lease
------- ------- term or life of asset
22,432 21,686
Less: Accumulated depreciation and
amortization 10,344 9,137
------- -------
$12,088 $12,549
------- -------
Depreciation and amortization expense on property, plant and equipment was
approximately $1,332,000, $1,222,000 and $1,189,000 for the years ended June
30, 1997, 1996 and 1995, respectively.
22
23
4. INCOME TAXES:
In August 1995, the Internal Revenue Service (the "IRS") informed the Company
that it had completed the audit of the Company's Federal tax returns for fiscal
years 1987 through 1992. The IRS has issued a report to the Company proposing
adjustments that would result in taxes due of approximately $4.3 million,
excluding interest charges. The primary adjustments presented by the IRS relate
to intercompany pricing and royalty charges, DISC earnings and charitable
contributions. The Company disagrees with the IRS and intends to vigorously
appeal this assessment using all remedies and procedural actions available under
the law. The Company believes that it has provided an adequate reserve to
address the ultimate resolution of this matter, so that the resolution of this
matter will not have a material adverse effect on the Company's consolidated
financial statements.
The deferred tax assets and deferred tax liabilities at June 30, 1997 and 1996
are as follows (in thousands):
Deferred Net Deferred
Deferred Tax Assets Tax Liabilities Tax Assets (Liabilities)
------------------- ----------------- ------------------------
1997 1996 1997 1996 1997 1996
---- ---- ---- ---- ---- ----
Current:
Accounts receivable $ 322 $ 346 $ - $ - $ 322 $ 346
Inventories 548 495 - - 548 495
Accrued liabilities 180 97 - - 180 97
Other 29 54 93 81 (64) (27)
---------- -------- -------- -------- --------- --------
1,079 992 93 81 986 911
Noncurrent:
Fixed assets - - 828 742 (828) (742)
---------- -------- -------- -------- --------- --------
Total deferred taxes $ 1,079 $ 992 $ 921 $ 823 $ 158 $ 169
========== ======== ======== ======== ========= ========
As a result of the U.S. operations generating income in each of the three years
in the period ended June 30, 1997, management believes it is more likely than
not that the Company will realize the benefit of the net deferred tax assets
existing at June 30, 1997 and 1996. Accordingly, the Company has not reflected
any valuation allowance against the deferred tax assets at June 30, 1997 and
1996. Furthermore, management believes that the existing net deductible
temporary differences will reverse during periods in which the Company generates
net taxable income. There can be no assurance, however, that the Company will
generate taxable earnings or any specific level of continuing earnings in the
future.
Provision for income taxes consists of the following:
For the Years Ended June 30,
---------------------------------------------
1997 1996 1995
---- ---- ----
(in thousands)
Taxes currently payable:
Federal $340 $104 $ 35
State 120 19 48
---- ---- -----
460 123 83
Taxes on DISC earnings and other 156 41 769
Deferred income tax (benefit) provision (11) 351 (320)
---- ---- -----
Provision for income taxes $605 $515 $ 532
==== ==== =====
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24
The difference between the statutory U.S. Federal income tax rate and the
Company's effective tax rate as reflected in the consolidated statements of
income is as follows:
1997 1996 1995
--------------- --------------- ---------------
% of % of % of
pre-tax pre-tax pre-tax
Amount Income Amount Income Amount Income
------ -------- ------ -------- ------ --------
(in thousands, except percentages)
Tax at Federal statutory rate $763 34.0% $520 34.0% $355 34.0%
Increases (decreases) in taxes resulting from:
State income taxes, net of Federal income
tax benefit 96 4.3 44 2.9 32 3.1
Amortization of non-deductible goodwill 36 1.6 36 2.4 36 3.6
Non-taxable foreign source income (382) (17.0) (260) (17.0) (177) (17.0)
Taxes on previously deferred DISC earnings, net - - - - 563 53.9
Utilization of net operating loss carryforward - - - - (348) (33.3)
Other, net 92 4.1 175 11.4 71 6.7
---- ---- ---- ---- ---- ----
Provision for income taxes $605 27.0% $515 33.7% $532 51.0%
==== ==== ==== ==== ==== ====
Foreign income taxes are not provided on income generated by the Company's
subsidiary in the Dominican Republic, as such income is presently exempt from
domestic income tax.
5. LONG-TERM DEBT:
Long-term debt consists of the following:
June 30,
-----------------------
1997 1996
---- ----
(in thousands)
Revolving credit and term loan facility (a) (b) $11,963 $11,000
Notes payable to banks (c) 2,250 3,375
Industrial Revenue Bonds (d) - 1,275
------- -------
14,213 15,650
Less: Current portion 900 1,500
------- -------
$13,313 $14,150
======= =======
(a) On May 13, 1997, the Company refinanced the majority of its bank
debt with a new primary bank and entered into a $16,000,000 secured
revolving credit agreement, a $3,000,000 line of credit to be used in
connection with commercial and standby letters of credit, and
replaced the $2,500,000 standby letter of credit securing an earlier
loan from another bank in connection with the Company's international
operations. The revolving credit agreement and the letters of credit
are secured by all the accounts receivable, inventory and certain
other assets of Napco Security Systems, Inc., a first and second
mortgage on the Company's headquarters in Amityville, New York as
well as common stock of two of the Company's subsidiaries. The
revolving credit agreement bears interest at either the bank's prime
rate (8.5% at June 30,1997) or an alternate rate based on LIBOR as
described in the agreement. These agreements replaced the $11,000,000
credit agreement described below. The Company restructured its debt
to allow for future growth and expansion as well as to obtain terms
more favorable to the Company. As part of the debt restructuring,
the Company retired the outstanding Industrial Revenue Bonds
relating to the financing of the
24
25
construction of the Company's Amityville, New York facility described
below. The revolving credit agreement will expire in May, 2000 and
any outstanding borrowings are to be repaid on or before that time.
The agreement contains various restrictions and covenants including,
among others, restrictions on payment of dividends, restrictions on
borrowings, restrictions on capital expenditures, the maintenance of
minimum amounts of tangible net worth, and compliance with other
certain financial ratios, as defined in the agreement. As of June 30,
1997, the Company was in compliance with all of these financial
covenants.
(b) On July 27, 1994, the Company entered into an $11,000,000 secured
revolving credit and term loan facility with two banks, with the
Company's primary bank acting as an agent. In conjunction with this
agreement, the banks received as collateral all accounts receivable
and inventory located in the United States. These facilities were
paid in full by the Company in fiscal 1997, in conjunction with the
refinancing described above.
(c) In November 1991, a subsidiary of the Company entered into a
$4,500,000 line of credit agreement with a bank in connection with
the Company's international operations. The line is secured by a
letter of credit from the Company's primary bank. Interest on
amounts outstanding under this line is payable quarterly at a rate
determined periodically based on a number of options available to
the Company. The balance outstanding under the line as of December
31, 1994 automatically converted to a term loan payable in 20 equal
quarterly installments commencing on that date. At June 30, 1997 and
1996, the amounts outstanding bore interest at rates of 5.94% and
5.73%, respectively.
Under the terms of the agreement, all advances under the line must
be used to pay for certain specified costs incurred by this
subsidiary. In addition, the terms of the agreement limit, among
other things, the amount of additional debt or liens that may be
incurred and prohibit the payment of dividends by this subsidiary.
In May 1997, the Company entered into an agreement with its primary
bank to replace a previous $2,500,000 standby letter of credit
agreement which expired in February 1997 with a new $2,500,000
standby letter of credit, as described above, for the purpose of
providing additional collateral for the line of credit agreement.
(d) In connection with the Company's refinancing of its bank debt in May
1997, the Company repaid the remaining portion of the $3,900,000 of
Industrial Revenue Bonds issued by the Town of Babylon (the "Town"),
which were used for the purchase of land and the construction of a
new office and manufacturing facility in Amityville, New York. Based
on the terms of the bond agreement, the Company purchased the
facilities for $1 at the date of the repayment of the bonds as title
to the land and building was held by the Town as security for the
bonds.
Maturities of long-term debt are as follows (in thousands):
Year ending June 30,
--------------------
1998 $ 900
1999 900
2000 12,413
-------
$14,213
=======
25
26
6. STOCK OPTIONS:
In November 1992, the stockholders approved a 10-year extension of the already
existing 1982 Incentive Stock Option Plan (the "1992 Plan"). The 1992 Plan
authorizes the granting of awards, the exercise of which would allow up to an
aggregate of approximately 815,000 shares of the Company's common stock to be
acquired by the holders of such awards. Under the 1992 Plan, the Company may
grant stock options, which are intended to qualify as incentive stock options
("ISOs"), to key employees, officers, and employee directors. Any plan
participant who is granted ISOs and possesses more than 10% of the voting rights
of the Company's outstanding common stock must be granted an option with a price
at least 110% of the fair market value on the date of grant and the option must
be exercised within five years from the date of grant. Under the 1992 Plan,
stock options have been granted to employees and directors for terms of up to 5
years at an exercise price equal to the fair market on the date of grant and are
exercisable in whole or in part at 20% per year from the date of grant. At June
30, 1997, 46,750 stock options granted to employees and directors were
exercisable. The Company accounts for awards granted to employees, directors and
key employees under APB Opinion No. 25, under which compensation cost is
recognized for stock options granted at an exercise price less than the market
value of the options on the grant date. Had compensation cost for all stock
option grants in fiscal years 1997 and 1996 been determined consistent with SFAS
No. 123, the Company's net income and earnings per share would have been:
1997 1996
---- ----
Net income: As Reported $1,639 $1,014
Pro Forma 1,629 1,005
Earnings per Share: As Reported .37 .23
Pro Forma .37 .23
The effects of applying SFAS No. 123 in this pro forma disclosure are not
indicative of future amounts. SFAS No. 123 does not apply to option awards
granted prior to fiscal year 1996, and additional awards in future years are
anticipated.
The following table reflects activity under the plan year ended:
June 30, 1997 June 30, 1996
------------------------ ------------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
---------- ------- ------- --------
Outstanding at beginning of year 76,000 $3.02 81,000 $3.07
Granted 3,250 3.59 35,000 2.52
Exercised (2,000) 2.25 - -
Forfeited - - (2,400) 3.25
Canceled/Lapsed (1,500) 2.25 (37,600) 2.63
------ -------
Outstanding at end of year 75,750 3.083 76,000 3.02
====== ======
Exercisable at end of year 46,750 3.208 35,100 3.17
====== ======
Weighted average fair value of options granted $1.76 $1.24
26
27
The fair value of each stock option grant is estimated as of the date of grant
using the Black-Scholes option pricing model with the following weighted
average assumptions:
1997 1996
---- ----
Risk-Free Interest Rates 5.99% 6.05%
Expected Lives 5 years 5 years
Expected Volatility 47% 47%
Expected Dividend Yields 0% 0%
The following table summarizes information about stock options outstanding at
June 30, 1997:
Options Outstanding Options Exercisable
----------------------------------------------------- --------------------------
Number Weighted Number Weighted
Outstanding Weighted Average Average Exercisable Average
at Remaining Exercise at Exercise
Range of Exercise Prices 6/30/97 Contractual Life Price 6/30/97 Price
------------------------ ----------- ---------------- -------- ------------ --------
$2.50 - $3.75 54,750 2.60 $2.59 29,950 $2.55
3.76 - 5.64 21,000 1.57 4.38 16,800 4.38
------ ------
2.50 - 5.64 75,750 2.31 3.08 46,750 3.21
====== ======
Effective October 1990, the Company established a non-employee stock option
plan (the "1990 Plan") to encourage non-employee directors and consultants of
the Company to invest in the Company's stock. The 1990 Plan provides for the
granting of non-qualified stock options, the exercise of which would allow up
to an aggregate of 50,000 shares of the Company's common stock to be acquired
by the holders of the stock options. The 1990 Plan provides that the option
price shall not be less than 100% of the fair market value of the stock at the
date of grant. Options are exercisable at 20% per year and expire five years
after the date of grant. The Company has adopted SFAS No. 123 to account for
stock-based compensation awards granted to non-employee directors and
consultants, under which a compensation cost is recognized for the fair value
of the options granted as of the date of grant. As of June 30, 1997, no shares
have been granted under this plan.
7. RESEARCH AND DEVELOPMENT COSTS:
Research and development costs charged to cost of sales were approximately
$3,340,000, $3,296,000, $3,252,000 for the years ended June 30, 1997, 1996 and
1995, respectively.
8. 401(k) PLAN:
The Company maintains a 401(k) plan covering all employees with one or more
years of service. The plan is qualified under Sections 401(a) and 401(k) of the
Internal Revenue Code. The Company provides for matching contributions of 50%
of the first 2% of employee contributions. Company contributions to the plan
totaled approximately $47,000, $48,000 and $56,000 for the years ended June 30,
1997, 1996 and 1995, respectively.
27
28
9. BUSINESS AND CREDIT CONCENTRATIONS:
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's customers are primarily
located throughout the United States and Europe. Identifiable assets (net of
intercompany receivables and payables) relating to the Company's foreign
operations were approximately $16,002,000 and $24,235,000 at June 30, 1997 and
1996, respectively.
Export sales amounted to $10,355,000, $7,994,000 and $7,646,000 for the years
ended June 30, 1997, 1996 and 1995, respectively. At June 30, 1997 and 1996,
the Company had three customers with accounts receivable balances that
aggregated 40% and 58% of the Company's accounts receivable, respectively.
Revenues from the three largest customers are summarized as follows:
Percentage of Net Sales
----------------------------------------
For the Years Ended June 30,
----------------------------------------
1997 1996 1995
---- ---- ----
Customer 1 21% 21% 22%
Customer 2 8% 9% 6%
Customer 3 9% 12% 11%
The Company anticipates a significant decrease in sales to Customer 3 during
fiscal 1998. However, the Company does not believe that such decrease will
have a material adverse effect on the results of operations or financial
condition.
10. COMMITMENTS AND CONTINGENCIES:
Leases
The Company is committed under various operating leases which do not extend
beyond fiscal 2001. Minimum lease payments through the expiration dates of
these leases, with the exception of the land lease referred to below, are as
follows (in thousands):
Year ending June 30,
--------------------
1998 $423
1999 338
2000 63
2001 28
----
$852
====
Rent expense totaled approximately $736,000, $389,000 and $369,000 for the
years ended June 30, 1997, 1996 and 1995, respectively.
Land Lease
On April 26, 1993, the Company's foreign subsidiary entered into a 99 year
lease for approximately four acres of land in the Dominican Republic, at an
annual cost of approximately $272,000, on which the Company's main production
facility is located.
28
29
Letters of Credit
At June 30, 1997, the Company was committed for approximately $2,961,000 under
open commercial letters of credit and steamship guarantees.
Litigation
In the normal course of business, the Company is a party to claims and/or
litigation. Management believes that the settlement of such claims and/or
litigation, considered in the aggregate, will not have a material adverse
effect on the Company's financial position and results of operations.
29
30
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION ON PARENT COMPANY
CONDENSED BALANCE SHEETS
As of June 30
---------------------------------------
ASSETS 1997 1996
------ ---- ----
(in thousands)
CASH $ 872 $ 427
ACCOUNTS RECEIVABLE, net 11,735 12,053
INVENTORIES, net 16,890 8,755
PREPAID EXPENSES AND OTHER CURRENT ASSETS 279 324
DUE FROM SUBSIDIARIES - 1,551
DEFERRED INCOME TAXES 986 911
------------ ------------
Total current assets 30,762 24,021
INVESTMENT IN SUBSIDIARIES, on equity basis 24,345 23,223
PROPERTY, PLANT AND EQUIPMENT, net 5,808 5,956
OTHER ASSETS 240 317
------------ ------------
$ 61,155 $ 53,517
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES $ 10,516 $ 11,301
DUE TO SUBSIDIARIES 6,630 -
LONG-TERM DEBT 11,963 11,900
DEFERRED INCOME TAXES 828 742
------------ ------------
Total liabilities 29,937 23,943
STOCKHOLDERS' EQUITY 31,218 29,574
------------ ------------
$ 61,155 $ 53,517
============ ============
This schedule should be read in conjunction with the accompanying
consolidated financial statements and notes thereto.
30
31
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE I - CONDENSED FINANCIAL INFORMATION ON PARENT COMPANY
CONDENSED STATEMENTS OF INCOME
For the Years Ended June 30,
------------------------------------------------------
1997 1996 1995
---- ---- ----
(in thousands)
NET SALES $ 43,921 $ 40,482 $ 38,547
COST OF SALES 33,733 30,319 27,938
------------- ------------- -------------
Gross profit 10,188 10,163 10,609
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 7,826 7,277 7,808
------------- ------------- -------------
Operating income 2,362 2,886 2,801
EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES 1,122 (184) (561)
OTHER EXPENSE, net (1,240) (1,173) (1,196)
------------- ------------- -------------
Income before provision for income taxes 2,244 1,529 1,044
PROVISION FOR INCOME TAXES 605 515 532
------------- ------------- -------------
Net income $ 1,639 $ 1,014 $ 512
============= ============= =============
This schedule should be read in conjunction with the accompanying
consolidated financial statements and notes thereto.
31
32
NAPCO SECURITY SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)
Column A Column B Column C Column D Column E
Balance at Charged to Balance
Beginning Costs and Deductions at End of
Description of Period Expenses Describe (1) Period
----------- --------- ----------- ------------ ---------
For the year ended June 30, 1995:
Allowance for doubtful accounts
(deducted from accounts receivable) $454 $212 $ 4 $662
==== ==== ==== ====
For the year ended June 30, 1996:
Allowance for doubtful accounts
(deducted from accounts receivable) $662 $202 $ - $864
==== ==== ==== ====
For the year ended June 30, 1997:
Allowance for doubtful accounts
(deducted from accounts receivable) $864 $ 55 $114 $805
==== ==== ==== ====
(1) Deductions relate to uncollectible accounts charged off to valuation
accounts, net of recoveries.
This schedule should be read in conjunction with the accompanying
consolidated financial statements and notes thereto.
32
33
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
33
34
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS.
ITEM 11. EXECUTIVE COMPENSATION.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information required by Part III (Items 10, 11, 12 and 13) is
incorporated herein by reference from the Company's definitive proxy statement
for the 1997 annual meeting of stockholders which the Company intends to file
with the Securities and Exchange Commission pursuant to Regulation 14A not
later than 120 days after the end of the Company's 1997 fiscal year, and,
accordingly, items 10, 11, 12 and 13 are omitted pursuant to General
Instruction G(3).
34
35
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.
(a)1. Financial Statements
The following consolidated financial statements of Napco Security
Systems, Inc. and its subsidiaries are included in Part II, Item 8:
Page
----
Report of Independent Public Accountants
as of June 30, 1997 and 1996 and for the three years
in the Period Ended June 30, 1997 . . . . . . . . 15
Consolidated Balance Sheets as of
June 30, 1997 and 1996 . . . . . . . . . . . . . . 16
Consolidated Statements of Income
for the Years Ended June 30, 1997,
1996 and 1995 . . . . . . . . . . . . . . . . . . 17
Consolidated Statements of
Stockholders' Equity for the
Years Ended June 30, 1997, 1996
and 1995 . . . . . . . . . . . . . . . . . . . . . 18
Consolidated Statements of Cash
Flows for the Years Ended
June 30, 1997, 1996 and 1995 . . . . . . . . . . . 19
Notes to Consolidated Financial
Statements, June 30, 1997, 1996 and 1995 . . . . . 20
(a)2. Financial Statement Schedules
The following consolidated financial statement schedules of Napco
Security Systems, Inc. and its subsidiaries are included in Part II, Item 8:
I: Condensed Financial Information
on Parent Company . . . . . . . . . . . . . . 30
II: Valuation and Qualifying Accounts . . . . . . 32
Schedules other than those listed above are omitted because of the
absence of the conditions under which they are required or because the required
information is shown in the consolidated financial statements and/or notes
thereto.
35
36
(a)3 and (c). Exhibits
Exhibit
No. Title
- ------- -----
Ex-3.(i) Articles of Incorporation, as amended. . Exhibit 3a to Report on Form 10-K for fiscal
year ended June 30, 1988
Ex-3.(ii) By-Laws . . . . . . . . . . . . . . . . Exhibit 3b to Report on Form 10-K for fiscal
year ended June 30, 1988
Ex-10.A 1992 Amended and Restated Incentive
Stock Option Plan (extending 1982 Plan). Exhibit 4(a) of Form S-8 of the Registrant
filed October 24, 1996
Ex-10.B 1990 Non-Employee Stock Option Plan. . . Exhibit 10c to Report on Form 10-K for fiscal year
ended June 30, 1991
Ex-10.C Defined Contribution Pension Plan
Basic Plan Document. . . . . . . . . . . Exhibit 10d to Report on Form 10-K for fiscal
year ended June 30, 1989
Ex-10.D Defined Contribution Pension Plan
401(k) Profit Sharing Plan
Adoption Agreement . . . . . . . . . . . Exhibit 10e to Report on Form 10-K for fiscal
year ended June 30, 1989
36
37
Ex-10.E Promissory Note dated as of November
8, 1991 between Citibank, N.A. and
the Company . . . . . . . . . . . . . . Exhibit 10-i to Report on Form 10-K for
fiscal year ended June 30, 1992
Ex-10.F Credit Agreement dated November 8,
1991 between N.S.S. Caribe S.A. and
Citibank, N.A. . . . . . . . . . . . . . Exhibit 10-j to Report on Form 10-K for
fiscal year ended June 30, 1992
Ex-10.G Construction Contract dated June 5,
1993 . . . . . . . . . . . . . . . . . . Exhibit 10-l to Report on Form 10-K for
fiscal year ended June 30, 1993
Ex-10.H First Amendment dated as of November 5,
1993 to Credit Agreement dated as of
November 8, 1991 with Citibank,
N.A. . . . . . . . . . . . . . . . . . . Exhibit 10-o to Report on Form 10-K for
fiscal year ended June 30, 1993
Ex-10.I Loan and Security Agreement with
Marine Midland Bank dated as of
May 12, 1997 . . . . . . . . . . . . . . E-1
Ex-10.J Revolving Credit Note #1 to Marine
Midland Bank dated as of May 12, 1997. . E-49
Ex-10.K Revolving Credit Note #2 to Marine
Midland Bank dated as of May 12, 1997. . E-56
Ex-10.L Promissory Note to Marine Midland Bank
dated as of May 12, 1997 . . . . . . . . E-63
Ex-11 Computation of earnings per share. . . . E-67
37
38
Ex-12 Computation of ratios . . . . . . . . . . E-68
Ex-21 Subsidiaries of the Registrant . . . . . E-69
Ex-23 Consent of Independent Public Accountants E-70
Ex-27 Financial Data Schedule . . . . . . . . . E-71
Exhibits have been included in copies of this Report filed with the
Securities and Exchange Commission. Stockholders of the registrant will be
provided with copies of these exhibits upon written request to the Company.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended June
30, 1997.
38
39
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
October 10, 1997
NAPCO SECURITY SYSTEMS, INC.
(Registrant)
By: /s/ RICHARD SOLOWAY By: /s/ KENNETH ROSENBERG
--------------------- ------------------------
Richard Soloway Kenneth Rosenberg
Chairman of the Board of President and Treasurer
Directors and Secretary (Co-Principal Executive
(Co-Principal Executive Officer) Officer)
By: /s/ KEVIN S. BUCHEL
---------------------
Kevin S. Buchel
Senior Vice President of
Operations and Finance
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and the dates indicated.
Signature Title Date
--------- ----- ----
/s/RICHARD SOLOWAY Chairman of the October 10, 1997
- ---------------------- Board of Directors
Richard Soloway
/s/KENNETH ROSENBERG Director October 10, 1997
- ----------------------
Kenneth Rosenberg
/s/RANDY B. BLAUSTEIN Director October 10, 1997
- ----------------------
Randy B. Blaustein
/s/ANDREW J. WILDER Director October 10, 1997
- ----------------------
Andrew J. Wilder
39
40
Index to Exhibits
Ex-10.I Loan and Security Agreement with
Marine Midland Bank dated as of
May 12, 1997 . . . . . . . . . . . . . . . E-1
Ex-10.J Revolving Credit Note #1 to Marine
Midland Bank dated as of May 12, 1997 . . E-49
Ex-10.K Revolving Credit Note #2 to Marine
Midland Bank dated as of May 12, 1997. . . E-56
Ex-10.L Promissory Note to Marine Midland Bank
dated as of May 12, 1997 . . . . . . . . . E-63
Ex-11 Computation of earnings per share . . . . E-67
Ex-12 Computation of ratios . . . . . . . . . . E-68
Ex-21 Subsidiaries of the Registrant . . . . . . E-69
Ex-23 Consent of Independent Public Accountants. E-70
Ex-27 Financial Data Schedule . . . . . . . . . E-71
E-i