Item 8. Financial Statements and Supplementary Data
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
a. Financial Statements: Financial statements required pursuant to this Item are presented on pages FS-1 through FS-35 of this report as follows:
NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
Page
Report of Independent Registered Accounting Firm (PCAOB ID 34 )
FS-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 23 )
FS-4
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2025 and 2024
FS-5
Consolidated Statements of Income for the y ears ended June 30, 2025, 2024 and 2023
FS-6
Consolidated Statements of Comprehensive Income for the years ended June 30, 2025, 2024 and 2023
FS-7
Consolidated Statements of Stockholders' Equity for the y ears ended June 30, 2025, 2024 and 2023
FS-8
Consolidated Statements of Cash Flows for the years ended June 30, 2025, 2024 and 2023
FS-9
Notes to Consolidated Financial Statements
FS-10
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Napco Security Technologies, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Napco Security Technologies, Inc. and subsidiaries (the "Company") as of June 30, 2025 and 2024, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for the years ended June 30, 2025 and 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Excess and Slow-Moving Inventory Reserve — Refer to Note 1 and 6 to the financial statements
Critical Audit Matter Description
Management records a reserve for excess and slow-moving inventory, which represents any excess of the cost of the inventory over its estimated net realizable value. The reserve is calculated using an estimated reserve percentage applied to the inventory based on age, historical trends, product life cycle, requirements to support forecasted sales, and the ability to find alternate applications of its raw materials and to convert finished product into alternate versions of the same product. The reserve for excess and slow-moving inventory was $5.5 million at June 30, 2025.
We identified the reserve for excess and slow-moving inventory as a critical audit matter because of the significant estimates and assumptions management makes to determine the reserve, specifically the reserve percentage and forecasted inventory usage. This
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required a high degree of auditor judgment when performing audit procedures to evaluate the reasonableness of management’s reserve for excess and slow-moving inventory.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the significant estimates and assumptions used in the excess and slow-moving inventory reserve included the following, among others:
● •We tested the operating effectiveness of management’s internal controls over the determination of the inventory reserve.
● We evaluated the methods and assumptions used by management to estimate the inventory reserve by:
o Testing the significant inputs used to determine the reserve percentage for accuracy and completeness.
o Inquiring with production and engineering management of the Company as to specific products considered in the reserve, the product life cycles and corroborating alternate applications where applicable.
o Comparing management’s forecasted usage with (1) historical inventory usage as well as forecasted sales, (2) internal communications to management and the Board of Directors, and (3) forecasted information included in Company press releases as well as in analyst and industry reports of the Company and companies in its peer group.
o Evaluating management’s ability to accurately forecast inventory usage by comparing actual results to management’s historical forecasts.
o Considering the impact of changes in the macroeconomic environment on management’s forecasted usage.
o Testing the mathematical accuracy of management’s calculations.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
August 25, 2025
We have served as the Company's auditor since fiscal year 2024.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the board of directors of Napco Security Technologies, Inc. and Subsidiaries:
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income, stockholders’ equity, and cash flows of Napco Security Technologies, Inc. and Subsidiaries (the “Company”) for the year ended June 30, 2023, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud in all material respects.
Our audit of the financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
/s/ BAKER TILLY US, LLP
We served as the Company's auditor from 2008 to 2023.
New York, New York
September 8, 2023
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
June 30, 2025
June 30, 2024
(in thousands, except share data)
Assets
Current Assets
Cash and cash equivalents
$
83,081
$
65,341
Investments - other
—
26,980
Marketable securities
16,095
5,398
Accounts receivable, net of allowance for credit losses of $ 25 and $ 32 as of June 30, 2025 and June 30, 2024, respectively
30,108
31,898
Inventories
29,962
34,804
Income tax receivable
—
73
Prepaid expenses and other current assets
3,198
4,269
Total Current Assets
162,444
168,763
Inventories - non-current
11,313
15,109
Property, plant and equipment, net
9,233
9,077
Intangible assets, net
3,287
3,602
Deferred income taxes
6,476
5,428
Operating lease - Right-of-use asset
5,188
5,487
Other assets
200
286
Total Assets
$
198,141
$
207,752
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable
$
5,742
$
7,977
Accrued expenses
8,712
10,345
Accrued salaries and wages
4,398
3,907
Dividends payable
4,992
—
Accrued income taxes
213
—
Total Current Liabilities
24,057
22,229
Accrued income taxes
143
1,122
Operating lease liability
5,335
5,512
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
29,535
28,863
Commitments and Contingencies (Note 14)
Stockholders' Equity
Common Stock, par value $ 0.01 per share; 100,000,000 shares authorized as of June 30, 2025 and June 30, 2024; 39,771,035 and 39,768,186 shares issued; and 35,656,421 and 36,874,471 shares outstanding, respectively.
398
398
Additional paid-in capital
25,280
23,712
Retained earnings
199,083
174,300
Less: Treasury Stock, at cost ( 4,114,614 and 2,893,715 shares as of June 30, 2025 and June 30, 2024, respectively)
( 56,315 )
( 19,521 )
Accumulated other comprehensive income
160
—
Total Stockholders' Equity
168,606
178,889
Total Liabilities and Stockholders' Equity
$
198,141
$
207,752
See accompanying notes to consolidated financial statements.
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Year Ended June 30,
2025
2024
2023
(in thousands, except for share and per share data)
Net Sales:
Equipment revenues
$
95,291
$
113,071
$
110,062
Service revenues
86,330
75,749
59,935
181,621
188,820
169,997
Cost of Sales:
Equipment-related expenses
72,795
79,862
90,197
Service-related expenses
7,796
7,204
6,567
80,591
87,066
96,764
Gross Profit
101,030
101,754
73,233
Operating Expenses:
Research and development
12,581
10,763
9,328
Selling, general, and administrative expenses
42,190
37,173
33,580
Total Operating Expenses
54,771
47,936
42,908
Operating Income
46,259
53,818
30,325
Other Income:
Interest and other income, net
3,810
2,568
903
Income before Provision for Income Taxes
50,069
56,386
31,228
Provision for Income Taxes
6,663
6,568
4,101
Net Income
$
43,406
$
49,818
$
27,127
Income Per Share:
Basic
$
1.20
$
1.35
$
0.74
Diluted
$
1.19
$
1.34
$
0.73
Weighted Average Number of Shares Outstanding:
Basic
36,298,000
36,812,000
36,741,000
Diluted
36,499,000
37,066,000
37,005,000
See accompanying notes to consolidated financial statements.
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHNSIVE INCOME
Year Ended June 30,
2025
2024
2023
Net Income
$
43,406
$
49,818
$
27,127
Other comprehensive income, net of tax
—
—
Net change in unrealized gains on available-for-sale debt securities, net of taxes of $ 25
160
—
—
Other comprehensive income, net of tax
160
—
—
Total Comprehensive income
$
43,566
$
49,818
$
27,127
See accompanying notes to consolidated financial statements.
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
Years ended June 30, 2025, 2024 and 2023
(in thousands except for share data)
Common Stock
Treasury Stock
Number of
Additional
Accumulated
Shares
Paid-in
Number of
Retained
Other Comprehensive
Issued
Amount
Capital
Shares
Amount
Earnings
Income
Total
Balance at June 30, 2022
39,628,197
$
396
$
20,005
( 2,893,715 )
$
( 19,521 )
$
112,911
$
—
$
113,791
Stock options exercised
35,615
1
84
—
—
—
—
85
Stock-based compensation expense
—
—
1,464
—
—
—
—
1,464
Cash dividend ($ .0625 per share)
—
—
—
—
—
( 2,298 )
—
( 2,298 )
Net income
—
—
—
—
—
27,127
—
27,127
Balances at June 30, 2023
39,663,812
$
397
$
21,553
( 2,893,715 )
$
( 19,521 )
$
137,740
$
—
$
140,169
Stock options exercised
104,374
1
426
—
—
—
—
427
Stock-based compensation expense
—
—
1,733
—
—
—
—
1,733
Cash dividend ($ .36 per share)
—
—
—
—
—
( 13,258 )
—
( 13,258 )
Net income
—
—
—
—
—
49,818
—
49,818
Balances at June 30, 2024
39,768,186
$
398
$
23,712
( 2,893,715 )
$
( 19,521 )
$
174,300
$
—
$
178,889
Stock options exercised
2,849
—
54
—
—
—
—
54
Stock-based compensation expense
—
—
1,514
—
—
—
—
1,514
Purchase of treasury shares
—
—
—
( 1,220,899 )
( 36,794 )
—
—
( 36,794 )
Cash dividend ($ .52 per share)
—
—
—
—
—
( 18,623 )
—
( 18,623 )
Other comprehensive income, net of tax
—
—
—
—
—
—
160
160
Net income
—
—
—
—
—
43,406
—
43,406
Balances at June 30, 2025
39,771,035
$
398
$
25,280
( 4,114,614 )
$
( 56,315 )
$
199,083
$
160
$
168,606
See accompanying notes to consolidated financial statements.
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal Year ended June 30,
2025
2024
2023
(in thousands)
Cash Flows from Operating Activities
Net income
$
43,406
$
49,818
$
27,127
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
2,276
2,163
1,930
Gain on disposal of fixed asset
—
—
( 15 )
Change in accrued Interest on other investments
—
31
( 470 )
Unrealized (gain) loss on marketable securities
( 177 )
( 56 )
80
Realized (gain) loss on sales of marketable securities
( 56 )
—
—
(Recovery of) credit losses
( 7 )
( 99 )
( 112 )
Change to inventory reserve
643
1,691
( 445 )
Deferred income taxes
( 1,048 )
( 2,776 )
( 2,818 )
Stock-based compensation expense
1,513
1,733
1,464
Changes in operating assets and liabilities:
Accounts receivable
1,797
( 5,730 )
3,261
Inventories
7,995
( 3,255 )
1,883
Prepaid expenses and other current assets
1,071
( 867 )
( 564 )
Income tax receivable
48
2
( 75 )
Other assets
86
25
35
Accounts payable, accrued expenses, accrued salaries and wages, accrued income taxes
( 4,020 )
2,688
( 6,581 )
Net Cash Provided by Operating Activities
53,527
45,368
24,700
Cash Flows from Investing Activities
Purchases of property, plant, and equipment
( 2,116 )
( 1,594 )
( 2,962 )
Proceeds from disposal of fixed asset
—
—
38
Purchases of marketable securities
( 12,835 )
( 206 )
( 148 )
Proceeds from sales of marketable securities
2,556
—
—
Purchases of other investments
—
( 1,351 )
( 35,281 )
Redemption of other investments
26,980
—
10,091
Net Cash Provided by (Used in) Investing Activities
14,585
( 3,151 )
( 28,262 )
Cash Flows from Financing Activates
Proceeds from stock option exercises
54
427
85
Dividends paid
( 13,632 )
( 13,258 )
( 2,298 )
Repurchase of common stock
( 36,794 )
—
—
Net Cash Used in Financing Activities
( 50,372 )
( 12,831 )
( 2,213 )
Net increase (decrease) in Cash and Cash Equivalents
17,740
29,386
( 5,775 )
Cash and Cash Equivalents - Beginning
65,341
35,955
41,730
Cash and Cash Equivalents - Ending
$
83,081
$
65,341
$
35,955
Supplemental Cash Flow Information
Interest paid
$
—
$
14
$
16
Income taxes paid
$
8,427
$
9,330
$
8,811
Non-Cash Investing and Financing Transactions
Dividends declared and not paid
$
4,992
—
—
See accompanying notes to consolidated financial statements.
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NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies
Nature of Business :
Napco Security Technologies, Inc (“NAPCO”, “the Company”, “we”, “our”) is one of the leading manufacturers and designers of high-tech electronic security devices, cellular communication services for intrusion and fire alarm systems as well as a leading provider of school safety solutions. We offer a diversified array of security products, encompassing access control systems, door-locking products, intrusion and fire alarm systems and video surveillance products. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold principally to independent distributors, dealers and installers of security equipment. We have established a national network of trusted independent security dealers and integrators that are experts at selling, installing and supporting our various technologies. These dealers and installers are dependent on our platform for communication services to our radio communicators and smart security devices, and they pay us a monthly fee for these services to operate and manage their businesses efficiently.
Basis of Presentation:
The consolidated financial statements are prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of NAPCO and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent gains and losses at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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.
Significant Accounting Policies :
Fair Value of Financial Instruments
The carrying amounts of financial instruments, including cash equivalents, accounts receivable, accounts payable, and accrued expenses reflected in the consolidated financial statements approximate fair value due to their short-term maturities. The fair value of debt for footnote disclosure purposes, including current maturities, if any, is estimated using recently quoted market prices of the instrument, or if not available, a discounted cash flow analysis based on the estimated current incremental borrowing rates for similar types of instruments.
Cash and Cash Equivalents
All financial instruments purchased with an original maturity of three months or less at the time of purchase are considered cash equivalents. Such items may include liquid money market funds, certificate of deposit and time deposit accounts. Investments that are classified as cash equivalents are carried at cost, which approximates fair value. Certificate of deposits with an original maturity greater than three months are classified as Investments – other.
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The Company’s cash and cash equivalents included approximately $ 66,355,000 of short-term time deposits as of June 30, 2025. Cash and cash equivalents include approximately $ 46,518,000 of short-term time deposits, consisting of a certificate of deposit totaling $ 5,402,000 and $ 41,116,000 in a money market fund as of June 30, 2024.
Cash and cash equivalents consists of the following as of (in thousands):
June 30, 2025
June 30, 2024
Cash
$
16,726
$
18,823
Money Market Fund
66,355
41,116
Certificate of Deposits
—
5,402
$
83,081
$
65,341
Investments-other consists of the following as of (in thousands):
June 30, 2025
June 30, 2024
Certificate of Deposits
$
—
$
26,980
$
—
$
26,980
Certificate of deposits are recorded at the original cost plus accrued interest. There were no certificate of deposits outstanding at June 30, 2025. The Company’s certificate of deposits as of June 30, 2024 consisted of the following (in thousands):
June 30, 2024
Balance Sheet Classification
Interest Rate
Maturity Date
Cost
Carrying Value
Cash and Cash Equivalents
4.70 %
8/22/2024
$
5,374
$
5,402
Investments - other
4.55 % - 4.75 %
7/25/2024 - 10/24/2024
26,709
26,980
The Company has cash balances in banks in excess of the maximum amount insured by the FDIC and other international agencies as of June 30, 2025. The Company has not historically experienced any credit losses with balances in excess of FDIC limits.
Marketable Securities
Investments in debt securities are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income. Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, a systematic methodology is employed that considers available quantitative and qualitative evidence. In addition, specific adverse conditions are considered related to the financial health of, and business outlook for, the investee. If the Company plans to sell the security or it is more likely than not that the Company will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment
charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, we may incur future impairments.
Investments in equity securities with readily determinable fair values are measured at fair value. Equity investments without readily determinable fair values are measured using the equity method or measured at cost with adjustments for observable changes in price or impairments (referred to as the measurement alternative). The Company performs a qualitative assessment on a periodic basis and recognize an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Changes in value are recorded in other income (expense), net.
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Accounts Receivable
Accounts receivable is stated net of the reserves for credit losses of $ 25,000 and $ 32,000 as of June 30, 2025 and 2024, respectively. In accordance with ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), the Company recognizes an allowance for credit losses for trade and other receivables to present the net amount expected to be collected as of the balance sheet date. Such allowance is based on the credit losses expected to arise over the life of the asset which includes consideration of past events and historical loss experience, current events and also future events based on our expectation as of the balance sheet date. Receivables are written off when the Company determined that such receivables are deemed uncollectible. The Company pools its receivables based on similar risk characteristics in estimating its expected credit losses. In situations where a receivable does not share the same risk characteristics with other receivables, the Company measures those receivables individually. The Company also continuously evaluates such pooling decisions and adjusts as needed from period to period as risk characteristics change.
The Company utilizes the loss rate method in determining its lifetime expected credit losses on its receivables. This method is used for calculating an estimate of losses based primarily on the Company’s historical loss experience. In determining its loss rates, the Company evaluates information related to its historical losses, adjusted for current conditions and further adjusted for the period of time that can be reasonably forecasted. Qualitative and quantitative adjustments related to current conditions and the reasonable and supportable forecast period consider all the following: past due receivables, the customer creditworthiness, changes in the terms of receivables, effect of other external forces such as competition, and legal and regulatory requirements on the level of estimated credit losses in the existing receivables.
Inventories
Inventories are valued at the lower of cost or net realizable value, with cost being determined on the first-in, first-out (FIFO) method. The reported net value of inventory includes finished saleable products, work-in-process and raw materials that will be sold or used in future periods. Inventory costs include raw materials, direct labor and overhead. The Company’s overhead expenses are applied based, in part, upon estimates of the proportion of those expenses that are related to procuring and storing raw materials as compared to the manufacture and assembly of finished products. These proportions, the method of their application, and the resulting overhead included in ending inventory, are based in part on subjective estimates and actual results could differ from those estimates.
The Company records a reserve for excess and slow-moving inventory, which represents any excess of the cost of the inventory over its estimated realizable value. This reserve is calculated using an estimated excess and slow-moving percentage applied to the inventory based on age, historical trends, product life cycle, requirements to support forecasted sales, and the ability to find alternate applications of its raw materials and to convert finished product into alternate versions of the same product to better match customer demand. In addition, and as necessary, the Company may establish specific reserves for future known or anticipated events. There is inherent professional judgment and subjectivity made by both production and engineering members of management in determining the estimated excess and slow-moving percentage (See Note 6).
The Company also regularly reviews the period over which its inventories will be converted to sales. Any inventories expected to convert to sales beyond 12 months from the balance sheet date are classified as non-current.
Property, Plant, and Equipment
Property, plant, and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred; costs of major renewals and improvements are capitalized. At the time property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are eliminated from the asset and accumulated depreciation accounts and the profit or loss on such disposition is reflected in income.
Depreciation is recorded over the estimated service lives of the related assets using primarily the straight-line method. Amortization of leasehold improvements is calculated by using the straight-line method over the estimated useful life of the asset or lease term, whichever is shorter.
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Long-Lived and Intangible Assets
Long-lived assets are amortized over their useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets in question may not be recoverable. Impairment would be recorded in circumstances where undiscounted cash flows expected to be generated by an asset are less than the carrying value of that asset.
Changes in intangible assets are as follows (in thousands):
June 30, 2025
June 30, 2024
Carrying
Accumulated
Net book
Carrying
Accumulated
Net book
value
amortization
value
value
amortization
value
Customer relationships
$
9,800
$
( 9,549 )
$
251
$
9,800
$
( 9,436 )
$
364
Trade name
4,048
( 1,012 )
3,036
4,048
( 810 )
3,238
$
13,848
$
( 10,561 )
$
3,287
$
13,848
$
( 10,246 )
$
3,602
Amortization expense for intangible assets subject to amortization was approximately $ 315,000 , $ 337,000 and $ 361,000 for the fiscal years ended June 30, 2025, 2024 and 2023, respectively. Amortization expense for each of the next five fiscal years is estimated to be as follows: 2026 - $ 297,000 ; 2027 - $ 283,000 ; 2028 - $ 269,000 ; 2029 - $ 210,000 ; and 2030 - $ 202,000 . The weighted average remaining amortization period for intangible assets was 14.1 years and 14.8 years at June 30, 2025 and 2024, respectively.
Revenue Recognition
Revenue from contracts with customers is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. Revenue from all sales types is recognized at the transaction price, which is the amount we expect to be entitled to in exchange for transferring goods or providing services.
Equipment Revenue
Equipment revenue, which includes shipping and handling costs, is primarily generated from the sale of finished products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer, which is typically the date of shipment of the related equipment when the product is picked up by the carrier or customer. A provision for product returns, credits and rebates is recorded as a reduction of equipment revenue in the same period the revenue is recognized.
The Company provides limited standard warranty for defective products, usually for a period of 24 to 36 months , and accepts returns for such defective products as well as for other limited circumstances. The Company also provides rebates to customers for meeting specified purchasing targets and other coupons or credits in limited circumstances. Reserves are established for the estimated returns, rebates and credits and such variable consideration is measured based on the most likely amount method.
The Company analyzes product sales returns and is able to make reasonable and reliable estimates of product returns based on several factors including actual returns and expected return data communicated to the Company by its customers.
Service Revenue
Service revenue is primarily generated from the sale of monthly cellular communication services to customers. Those sales predominantly contain a single performance obligation and revenue is recognized ratably with the delivery of cellular communication service over the related monthly period, and when ownership, risks and rewards transfer to the customer.
The services are billed monthly, and customers have the right to cancel the cellular communication services at any time, however the contract with the customer does not provide for a refund.
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Cost of Sales
Equipment Cost of Sales
Equipment cost of sales is primarily comprised of direct materials and supplies consumed in the manufacturing of products, as well as manufacturing labor, depreciation expense and direct and indirect overhead expenses necessary to acquire and convert the purchased materials and supplies into finished products.
Service Cost of Sales
Service cost of sales is primarily the cost of operating our network operations center to manage and deliver telecommunication services.
Shipping and Handling Sales and Costs
The Company records the amount billed to customers for shipping and handling in net sales ($ 419,000 , $ 349,000 and $ 450,000 in the fiscal years ended June 30, 2025, 2024 and 2023, respectively) and classifies the costs associated with these sales in cost of sales ($ 1,589,000 , $ 1,573,000 and $ 1,697,000 in the fiscal years ended June 30, 2025, 2024 and 2023, respectively).
Advertising and Promotional Costs
Advertising and promotional costs are included in "Selling, General and Administrative" expenses in the consolidated statements of income and are expensed as incurred. Advertising expense for fiscal years ended June 30, 2025, 2024 and 2023 was $ 3,753,000 , $ 3,262,000 and $ 2,931,000 , respectively.
Research and Development Costs
Research and development costs incurred by the Company are charged to expense as incurred and are included in operating expenses in the consolidated statements of income.
Income Taxes
The Company records provisions for income taxes in the consolidated financial statements using the asset and liability method. Under this method, income tax liabilities or receivables are recognized for the current year, in addition deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. When necessary, a valuation allowance is recorded to reduce deferred tax assets to the net amount that is believed is more likely than not to be realized. That assessment considers the recognition of deferred tax assets on a jurisdictional basis. Accordingly, in assessing the future taxable income on a jurisdictional basis, the Company considers the effect of the transfer pricing policies on that income.
The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Company’s policy is to adjust these unrecognized tax benefits in the period when facts and circumstances change, such as the closing of a tax audit, the expiration of statute of limitation for a relevant taxing authority to examine a tax position, or when additional information becomes available. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the financial condition and operating results. The provision for income taxes includes the effects of any accruals that we believe are appropriate, as well as the related interest and penalties.
Legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act introduced the global intangible low-taxed income (“GILTI”) provisions effective in 2018, which generally impose a tax on the net income earned by foreign subsidiaries of a U.S. company in
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excess of a deemed return on their tangible assets. The Company recognizes the tax on GILTI as a period cost when the tax is incurred.
Net Income per Share
Basic net income per common share (Basic EPS) is computed by dividing net income by the weighted average number of common shares outstanding. Diluted net income per common share (Diluted EPS) is computed by dividing net income by the weighted average number of common shares and dilutive common share equivalents and convertible securities then outstanding.
The following provides a reconciliation of information used in calculating the per share amounts for the fiscal years ended June 30 (in thousands, except per share data):
Net Income per
Net Income
Weighted Average Shares
Share
2025
2024
2023
2025
2024
2023
2025
2024
2023
Basic EPS
$
43,406
$
49,818
$
27,127
$
36,298
36,812
36,741
$
1.20
$
1.35
$
0.74
Effect of Dilutive Securities:
Stock Options
—
—
—
201
254
264
( 0.01 )
( 0.01 )
( 0.01 )
Diluted EPS
$
43,406
$
49,818
$
27,127
$
36,499
37,066
37,005
$
1.19
$
1.34
$
0.73
Options to purchase 110,375 , 19,663 and 7,534 shares of common stock for the fiscal years ended June 30, 2025, 2024 and 2023, respectively, were not included in the computation of Diluted EPS because their inclusion would be anti-dilutive. These options were still outstanding at the end of the respective periods.
Stock-Based Compensation
The Company has established five share incentive programs as discussed in Note 10.
Stock-based awards exchanged for services are accounted for under the fair value method. Accordingly, stock-based compensation cost is measured at the grant date based on the estimated fair value of the award. The expense for awards is recognized over the requisite service period (generally the vesting period of the award). The Company has elected to treat awards with only service conditions and with graded vesting as one award. Consequently, the total compensation expense is recognized straight-line over the entire vesting period, so long as the compensation cost recognized at any date at least equals the portion of the grant date fair value of the award that is vested at that date.
Determining the fair value of share-based awards at the grant date requires assumptions and judgments about expected volatility, among other factors.
Stock-based compensation costs of $ 1,513,000 , $ 1,733,000 and $ 1,464,000 were recognized for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
Foreign Currency
The Company has determined the functional currency of all foreign subsidiaries is the U.S. Dollar. All foreign operations are considered a direct and integral part or extension of the Company’s operations. The day-to-day operations of all foreign subsidiaries are dependent on the economic environment of the U.S. Dollar. Therefore, no realized and unrealized gains and losses associated with foreign currency translation are recorded for the fiscal years ended June 30, 2025, 2024 or 2023.
Comprehensive Income
For the fiscal years ended June 30, 2024 and 2023, the Company’s operations did not give rise to material items includable in comprehensive income, which were not already included in net income. Accordingly, the Company’s comprehensive income approximates its net income for the year ending June 30, 2024 and 2023.
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Segment Reporting
The Company operates its business under one operating segment, which is also its reportable segment . The Company's Chief Operating Decision maker (“CODM”), who is our President and Chief Operating Officer, reviews financial information presented at the consolidated level and decides how to allocate resources based on financial metrics, including net income. The measure of segment assets is reported on the balance sheet as total consolidated assets. The CODM uses such financial metrics, including net income, to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits or allocate to other parts of the organization, such as working capital needs, mandatory and discretionary capital expenditures or other growth opportunities that may arise that are in the Company’s best interest and the best interest of the stockholders. See Note 15 – Segment and geographical data for additional accounting policies and disclosures.
Leases
The Company determines at contract inception if an arrangement is a lease, or contains a lease, of an identified asset for which the Company has the right to obtain substantially all of the economic benefits from its use and the right to direct its use. Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, while lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. The implicit discount rate in the Company’s leases generally cannot readily be determined, and therefore the Company uses its incremental borrowing rate based on information available at lease commencement date in determining the present value of future payments. If the Company has options to renew or terminate certain leases, those options are included in the determination of lease term when it is reasonably certain that the Company will exercise such options. The Company does not separate lease and non-lease components in determining ROU assets or lease liabilities for real estate leases. Additionally, the Company does not recognize ROU assets or lease liabilities for leases with original terms or renewals of one year or less. See Note 14 – Commitments and Contingencies; Leases for additional accounting policies and disclosures.
Legal and Other Contingencies
The outcomes of legal proceedings and claims brought against us are subject to significant uncertainty. An estimated loss from a contingency such as a legal proceeding or claim is accrued by a charge to income if it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. In determining whether a loss should be accrued we evaluate, among other factors, the degree of probability of an unfavorable outcome and the ability to make a reasonable estimate of the amount of loss. Changes in these factors could materially impact our consolidated financial statements.
Recently Adopted Accounting Standards
The Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosures , which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. Refer to Note 15, Segment and Geographic Information for the adoption of this guidance and related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In October 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative , which modifies the disclosure or presentation requirements of a variety of Topics in the Codification. Among the various codification amendments, Topic 470 Debt is applicable to the Company which requires the disclosure of amounts, terms and weighted-average interest rates of unused lines of credit. The effective date is either the date on which the SEC’s removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, or on June 30, 2027, if the SEC has not removed the requirement by that date, with early adoption prohibited. The adoption of this new standard will not have a material impact on our financial statements and related disclosures.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes: Improvements to Income Tax Disclosures , which requires on an annual basis to (1) disclose specific categories in the rate reconciliation, (2) provide additional information for reconciling items
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that meet a quantitative threshold, and (3) income taxes paid disaggregated by jurisdiction. This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that this guidance may have on its financial statements and related disclosures.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement: Reporting Comprehensive Income - Expense Disaggregation Disclosures, Disaggregation of Income Statement Expenses , which improves disclosure requirements and mandates enhanced transparency about the types of expenses in commonly presented expense captions in financial statements. This guidance is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted and is effective on either a prospective basis or retrospective basis. The Company is currently evaluating the impact that this guidance may have on our financial statements and related disclosures.
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 one major line of business: the development, manufacture, and distribution of security products, encompassing access control systems, door security products, intrusion and fire alarm systems, alarm communication services, and video surveillance products for commercial and residential use. The Company also provides wireless communication service for intrusion and fire alarm systems on a monthly basis. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold worldwide principally to independent distributors, dealers and installers of security equipment. Sales to unaffiliated customers are primarily shipped from the United States.
As of June 30, 2025 and 2024, the Company included refund liabilities of approximately $ 4,790,000 and $ 6,295,000 , respectively, in accrued expenses within the Consolidated Balance Sheets. As of June 30, 2025 and 2024, the Company included return-related assets of approximately $ 1,152,000 and $ 1,586,000 , respectively, in other current assets.
As a percentage of gross sales, sales returns, rebates and allowances were 6 %, 7 % and 7 % for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
The Company disaggregates revenue from contracts with customers into major product lines. The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. As noted in the accounting policy footnote, the Company’s business consists of one operating segment. Following is the disaggregation of revenues based on major product lines (in thousands):
Fiscal year ended June 30,
2025
2024
2023
Major Product Lines:
Intrusion and access alarm products
$
33,084
$
39,372
$
47,344
Door locking devices
62,207
73,699
62,718
Services
86,330
75,749
59,935
Total Revenues
$
181,621
$
188,820
$
169,997
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The following table represents the allowance for credit losses accounts as of the respective years ending June 30 (in thousands):
Balance at beginning of period
Charged to costs and expenses
Deductions/ (recoveries)
Balance at end of period
For the Year Ended June 30, 2023:
Allowance for credit losses
$
243
$
6
$
( 118 )
$
131
For the Year Ended June 30, 2024:
Allowance for credit losses
$
131
$
—
$
( 99 )
$
32
For the Year Ended June 30, 2025:
Allowance for credit losses
$
32
$
—
$
( 7 )
$
25
NOTE 3 – Business and Credit Concentrations
Financial instruments that potentially subject the Company to a concentration of credit risk mainly consist of cash equivalents, short-term investments and accounts receivable. Our cash equivalents and short-term investments primarily consist of government securities and money market funds which are held and managed by high credit quality financial institutions.
The Company had one customer with an accounts receivable balance that comprised 11 %, 17 % and 19 % of the Company’s accounts receivable at June 30, 2025, 2024 and 2023, respectively. Sales to this customer did not exceed 10% of net sales during fiscal years ended June 30, 2025 and 2024. Sales to this customer were 10% of net sales for the fiscal year ended June 30, 2023. The Company had another customer with an accounts receivable balance that comprised 13 %, 12 % and 14 % of the Company’s accounts receivable at June 30, 2025, 2024 and 2023, respectively. Sales to this customer did not exceed 10% of net sales in any of the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
NOTE 4 – Fair Value Measurements
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.
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.
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The following table presents the Company’s assets that were measured at fair value on a recurring basis at June 30, 2025 and 2024:
Level 1
Level 2
Level 3
Total
June 30, 2025
Cash equivalents
Money market funds
66,355,000
-
-
66,355,000
Total
66,355,000
-
-
66,355,000
Marketable securities
U.S. Treasury Securities
10,243,000
-
-
10,243,000
Mutual funds
5,852,000
-
-
5,852,000
Total
16,095,000
-
-
16,095,000
June 30, 2024
Cash equivalents
Certificate of deposits
5,402,000
-
-
5,402,000
Money market funds
41,116,000
-
-
41,116,000
Total
46,518,000
-
-
46,518,000
Short-term investments
Certificate of deposits
26,980,000
-
-
26,980,000
Total
26,980,000
-
-
26,980,000
Marketable securities
Mutual funds
5,398,000
-
-
5,398,000
Total
5,398,000
-
-
5,398,000
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. The Company’s investments classified as Level 2 are valued using observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes, or alternative pricing sources with reasonable levels of price transparency.
For the years ended June 30, 2025 and 2024, there were no transfers between Levels 1 and 2 investments and no transfers in or out of Level 3.
NOTE 5 – Marketable Securities
A summary of the fair value of the Company’s investment in marketable securities as of June 30, 2025 and 2024 is as follows:
2025
2024
Equity Securities
$
5,852
$
5,398
Debt Securities (available-for-sale)
10,243
—
$
16,095
$
5,398
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Investments in Equity Securities
The disaggregated net gains and losses on the equity securities recognized within the accompanying consolidated statements of income for the years ended June 30, 2025, 2024 and 2023 are as follows (in thousands):
Year ended June 30,
2025
2024
2023
Net gains recognized during the period on equity securities
$
276
$
207
$
147
Unrealized gains (losses) recognized during the reporting period on equity securities still held at the reporting date
177
55
( 79 )
$
453
$
262
$
68
The following tables summarize the Company’s investment in equity securities as of June 30, 2025 and 2024, respectively (in thousands):
June 30, 2025
June 30, 2024
Unrealized
Unrealized
Cost
Fair Value
Gain (Loss)
Cost
Fair Value
Gain (Loss)
Mutual Funds
$
6,008
5,852
$
( 156 )
$
5,857
$
5,398
$
( 459 )
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.
Investments in Debt Securities
The Company had no investments in debt securities as of June 30, 2024. The following tables summarize the Company’s investments in debt securities as of June 30, 2025 (in thousands):
Amortized Cost
Unrealized Gains
Unrealized Losses
Aggregate Fair Value
U.S. Treasury Securities
$
10,058
$
185
$
—
$
10,243
The debt investments all mature within one year or less, and the Company did not recognize any credit or non-credit related losses related to its det securities during the year ended June 30, 2025.
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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):
June 30,
June 30,
2025
2024
Component parts
$
26,967
$
32,283
Work-in-process
6,457
7,509
Finished product
7,851
10,121
$
41,275
$
49,913
Classification of inventories:
Current
$
29,962
$
34,804
Non-current
11,313
15,109
$
41,275
$
49,913
The reserve for excess and slow-moving inventory, which reduces inventory in our consolidated balance sheets were $ 5,515,000 and $ 5,026,000 as of June 30, 2025 and 2024, respectively.
NOTE 7 - Property, Plant, and Equipment
Property, plant and equipment consist of the following (in thousands):
2025
2024
Useful Life in Years
Land
$
904
$
904
N/A
Buildings
8,911
8,911
30 to 40
Molds and dies
7,548
7,539
3 to 5
Furniture and fixtures
3,805
3,613
5 to 10
Machinery and equipment
31,053
29,761
3 to 10
Building improvements
3,657
3,129
Shorter of the lease term or life of asset
55,878
53,857
Less: accumulated depreciation and amortization
( 46,645 )
( 44,780 )
$
9,233
$
9,077
Depreciation and amortization expense on property, plant, and equipment was approximately $ 1,961,000 , $ 1,826,000 and $ 1,569,000 in fiscal 2025, 2024 and 2023, respectively.
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 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.
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The amounts of income before income taxes attributable to domestic and foreign operations were as follows:
For the Year ended June 30,
2025
2024
2023
Domestic
$
12,038
$
6,936
$
4,926
Foreign
38,031
49,450
26,302
Total
$
50,069
$
56,386
$
31,228
The provision for income taxes is comprised of the following (in thousands):
For the Year ended June 30,
2025
2024
2023
Current income taxes:
Federal
$
6,817
$
8,329
$
5,899
State
894
1,015
1,020
7,711
9,344
6,919
Deferred income taxes:
Federal
( 1,046 )
( 2,367 )
( 2,334 )
State
( 2 )
( 409 )
( 484 )
( 1,048 )
( 2,776 )
( 2,818 )
Provision for income taxes
$
6,663
$
6,568
$
4,101
A reconciliation of the U.S. Federal statutory income tax rate to our actual effective tax rate on earnings before income taxes is as follows for the years ended June 30, (dollars in thousands):
2025
2024
2023
% of
% of
% of
Pre-tax
Pre-tax
Pre-tax
Amount
Income
Amount
Income
Amount
Income
Tax at Federal statutory rate
$
10,515
21.0
%
$
11,841
21.0
%
$
6,558
21.0
%
Increases (decreases) in taxes resulting from:
Meals and entertainment
68
0.1
%
66
0.1
%
48
0.2
%
State income taxes, net of Federal income tax benefit
704
1.4
%
935
1.7
%
436
1.4
%
Global intangible low-taxed income
3,981
8.0
%
5,259
9.3
%
2,739
8.8
%
R&D Credit
( 461 )
( 0.9 )
%
( 632 )
( 1.1 )
%
( 661 )
( 2.1 )
%
Executive Compensation
183
0.4
%
47
0.1
%
—
—
%
Foreign Source income not subject to Tax
( 7,986 )
( 16.0 )
%
( 10,518 )
( 18.7 )
%
( 5,524 )
( 17.7 )
%
Uncertain Tax Positions
( 825 )
( 1.6 )
%
78
0.1
%
63
0.2
%
Other, net
484
0.8
%
( 508 )
( 0.9 )
%
442
1.4
%
Effective tax rate
$
6,663
13.3
%
$
6,568
11.6
%
$
4,101
13.1
%
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Deferred tax assets and deferred tax liabilities at June 30, 2025 and 2024 are as follows (in thousands):
Deferred Tax Assets (Liabilities)
2025
2024
Accounts receivable
$
6
$
8
Inventories
633
541
Accrued liabilities
675
676
Stock based compensation expense
474
452
Revenue reserves
520
439
Unrealized loss on marketable securities
69
136
Capitalized research and development cost
6,181
5,447
Other
—
2
Total Deferred Tax Assets
$
8,558
$
7,701
Valuation allowance
—
—
Deferred income tax assets, net of valuation allowance
$
8,558
$
7,701
Intangibles
( 802 )
( 874 )
Property, plant and equipment
( 667 )
( 786 )
Other deferred tax liabilities
( 613 )
( 613 )
Total Deferred Tax Liability
$
( 2,082 )
$
( 2,273 )
Net Deferred Tax Asset
$
6,476
$
5,428
The Company has identified the United States and New York State as its major tax jurisdictions. 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.
The provision for income taxes represents Federal, foreign, and state and local income taxes. The effective rate differs from statutory rates due to the effect of tax rates in foreign jurisdictions, state and local income taxes, tax benefit of R&D credits, certain nondeductible expenses, uncertain tax positions and global intangible low-taxed income ("GILTI").
During the year ending June 30, 2025, the Company decreased its reserve for uncertain income tax positions due to lapses in Federal and state statutes. The result of this decrease was a tax benefit of $ 825,000 . The Company’s practice is to recognize interest and penalties related to income tax matters in income tax expense and accrued income taxes. As of June 30, 2025, the Company had accrued interest totaling $ 5,000 , penalties totaling $ 5,000 , and $ 22,000 of unrecognized net tax benefits that, if recognized, would favorably affect the Company’s effective income tax rate in any future period. The Company does not expect that its unrecognized tax benefits will significantly change within the next twelve months. The Company claims R&D tax credits on eligible research and development expenditures. The R&D tax credits are recognized as a reduction to income tax expense.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
2025
2024
2023
Balance of gross unrecognized tax benefits as of Beginning of Year
$
700
$
700
$
678
Increase to unrecognized tax benefits resulting from a state filing tax position
—
—
22
Decrease to unrecognized tax benefits resulting from an expiration of a statute
( 678 )
—
—
Balance of gross unrecognized tax benefits as of End of Year
$
22
$
700
$
700
Subsequent to year end, on July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. Key income tax-related provisions of the OBBBA relevant to the Company include the removal of mandatory capitalization of domestic research and development expenditures, permanent extension of bonus depreciation and revisions to international tax regimes. The Company is evaluating the financial implications of the OBBBA and will begin reflecting its effects in its first quarter of fiscal 2026.
FS-23
Table of Contents
NOTE 9 - 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 $ 11,000,000 to $ 20,000,000 and replaces the LIBOR benchmark rate with the Secured Overnight Financing Rate (SOFR) benchmark rate. As of June 30, 2025 and 2024, the Company has no outstanding debt.
The Amended Agreement provides for a SOFR-based interest rate option of SOFR plus 1.2645 % to 1.3645 % , depending on the Fixed Charge Coverage Ratio, which is to be measured and adjusted quarterly, a prime rate-based interest rate option of the prime rate, as defined in the Amended Agreement, and other terms and conditions as more fully described in the Amended Agreement. The Company’s obligations under the Amended Agreement continue to be secured by substantially all its domestic assets, including but not limited to, deposit accounts, accounts receivable, inventory, equipment and fixtures and intangible assets. In addition, the Company’s wholly owned subsidiaries, except for the Company’s foreign subsidiaries, have issued guarantees and pledges of all their assets to secure the Company’s obligations under the Amended Agreement. All the outstanding common stock of the Company’s domestic subsidiaries and 65% of the common stock of the Company’s foreign subsidiaries have been pledged to secure the Company’s obligations under the Amended Agreement. The Amended Agreement contains various restrictions and covenants including, but not limited to, compliance with certain financial rations, restrictions on payment of dividends and restrictions on borrowings.
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 fiscal years ended June 30, 2025, 2024 and 2023, the Company recorded non-cash compensation expense of $ 1,513,000 ($ .04 per basic and diluted share), $ 1,733,000 ($ .05 per basic and diluted share) and $ 1,464,000 ($ .04 per basic and diluted share), respectively, relating to stock-based compensation which are included in SG&A in the consolidated statements of income.
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model. The Company uses a weighted-average expected stock-price volatility assumption that is a combination of both current and historical implied volatilities of the underlying stock. The implied volatilities were obtained from publicly available data sources. For the weighted-average expected option life assumption, the Company considers the exercise behavior of past grants. The average risk-free interest rate is based on the U.S. Treasury Bond rate for the expected term of the options and the average dividend yield is based on historical experience.
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 1,900,000 shares of the Company’s common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options, which are intended to qualify as incentive stock options (ISOs), to valued employees. Any plan participant who is granted ISOs and possesses more than 10 % of the voting rights of the Company’s outstanding common stock must be granted an option with a price of at least 110 % of the fair market value on the date of grant.
Under the 2012 Employee Plan, stock options may be granted to valued employees with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable, in whole or in part, at 20 % per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At June 30, 2025, 361,036 stock options were outstanding, 277,636 stock options were exercisable and no further stock options were available for grant under this plan after December 2022.
FS-24
Table of Contents
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
2025
2024
2023
Risk-free interest rates
n/a
n/a
3.03
%
Expected lives
n/a
n/a
7.27 Years
Expected volatility
n/a
n/a
43
%
Expected dividend yields
n/a
n/a
0
%
The following table reflects activity under the 2012 Plan for the fiscal years ended June 30,:
2025
2024
2023
Weighted average
Weighted average
Weighted average
Options
exercise price
Options
exercise price
Options
exercise price
Outstanding, beginning of year
363,036
$
21.47
521,580
$
19.37
523,080
$
18.59
Granted
—
—
—
—
37,500
$
26.94
Forfeited/Lapsed
—
—
( 11,000 )
$
( 3.16 )
—
-
Exercised
( 2,000 )
$
( 26.94 )
( 147,544 )
$
( 15.43 )
( 39,000 )
$
( 10.44 )
Outstanding, end of period
361,036
$
21.44
363,036
$
21.47
521,580
$
19.37
Exercisable, end of period
277,636
$
20.87
190,960
$
20.87
247,628
$
17.16
Weighted average fair value at grant date of options granted
n/a
n/a
$
13.36
Total intrinsic value of options exercised
$
35,000
$
3,972,000
$
822,000
Total intrinsic value of options outstanding
$
2,980,000
$
11,067,000
$
7,968,000
Total intrinsic value of options exercisable
$
2,448,000
$
5,936,000
$
4,330,000
0, 0 and 37,500 options were granted during the fiscal years ended June 30, 2025, 2024 and 2023, respectively. 2,000 , 147,544 and 39,000 options were exercised during the fiscal years ended June 30, 2025, 2024 and 2023, respectively. 109,544 of the 147,544 stock options exercised during the fiscal year ended June 30, 2024 were settled by the Company withholding 46,570 from the shares issuable on exercise of the options. The withheld shares of Common stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid. 29,600 of the 39,000 stock options exercised during the fiscal year ended June 30, 2023, were settled by the Company withholding 10,150 from the shares issuable on exercise of the options. The withheld shares of Common stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid. $ 54,000 , $ 427,000 and $ 84,000 was received from the remaining option exercises for the fiscal years ended June 30, 2025, 2024 and 2023, respectively, and the actual tax benefit realized for the tax deductions from option exercises was $ 0 , $ 119,000 and $ 0 for the years ended June 30, 2025, 2024 and 2023, respectively.
The following table summarizes information about stock options outstanding under the 2012 Employee Plan at June 30, 2025:
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
$ 10.02 ‑ $ 26.94
361,036
6.15
$
21.44
277,636
$
20.87
361,036
6.15
$
21.44
277,636
$
20.87
As of June 30, 2025 and 2024, there was $ 275,000 and 1,094,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Employee Plan, respectively. 88,676 , 101,876 and 109,876 options vested during the years June 30, 2025, 2024 and 2023, respectively. The total grant date fair value of the options vesting during the fiscal years ended June 30, 2025, 2024 and 2023 under this plan was $ 847,000 , $ 946,000 and $ 981,000 , respectively.
FS-25
Table of Contents
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 100,000 shares of the Company’s common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.
Under the 2012 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable in whole or in part at 20 % per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At June 30, 2025, 20,400 stock options were outstanding, 18,480 stock options were exercisable and 0 stock options were available for grant under this plan after December 2022.
The following table reflects activity under the 2012 Non-Employee Plan for the fiscal years ended June 30,:
2025
2024
2023
Weighted average
Weighted average
Weighted average
Options
exercise price
Options
exercise price
Options
exercise price
Outstanding, beginning of year
20,400
$
14.39
20,400
$
14.39
20,400
$
14.39
Forfeited/Lapsed
—
—
—
—
—
—
Exercised
—
—
—
—
—
—
Outstanding, end of period
20,400
$
14.39
20,400
$
14.39
20,400
$
14.39
Exercisable, end of period
18,480
$
13.50
16,560
$
12.41
13,920
$
10.99
Weighted average fair value at grant date of options granted
n/a
n/a
n/a
Total intrinsic value of options exercised
n/a
n/a
n/a
Total intrinsic value of options outstanding
$
312,000
$
766,000
$
413,000
Total intrinsic value of options exercisable
$
299,000
$
655,000
$
329,000
No options were exercised or granted during the fiscal years ended June 30, 2025, 2024 and 2023, respectively. No cash was received from the remaining option exercises for each of the fiscal years ended June 30, 2025, 2024 and 2023, and the actual tax benefit realized for the tax deductions from option exercises was $ 0 for each period.
The following table summarizes information about stock options outstanding under the 2012 Non-Employee Plan at June 30, 2025:
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
$ 4.35 - $ 22.93
20,400
4.65
$
14.39
18,480
$
13.50
20,400
4.65
$
14.39
18,480
$
13.50
As of June 30, 2025 and 2024, there was $ 5,000 and $ 24,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Non-Employee Plan, respectively. 1,920 , 2,640 and 2,640 options vested during the years June 30, 2025, 2024 and 2023, respectively. The total grant date fair value of the options vesting during each of the fiscal years ended June 30, 2025, 2024 and 2023 under this plan was $ 19,000 , $ 24,000 and $ 24,000 , respectively.
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 100,000 shares of the Company's common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.
FS-26
Table of Contents
Under the 2018 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable in whole or in part at 20 % per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At June 30, 2025, 64,900 stock options were outstanding, 62,200 stock options were exercisable and 4,000 stock options were available for grant under this plan. No options may be granted under this plan after December 2028.
The following table reflects activity under the 2018 Non-Employee plan for the fiscal year ended June 30,:
2025
2024
2023
Weighted average
Weighted average
Weighted average
Options
exercise price
Options
exercise price
Options
exercise price
Outstanding, beginning of year
68,900
$
14.54
75,000
$
14.83
89,000
$
14.91
Forfeited/Lapsed
( 4,000 )
$
( 22.93 )
—
—
—
—
Exercised
—
( 6,100 )
$
( 18.15 )
( 14,000 )
$
( 15.32 )
Outstanding, end of period
64,900
$
14.02
68,900
$
14.54
75,000
$
14.83
Exercisable, end of period
62,200
$
13.63
59,500
$
13.21
50,720
$
12.87
Weighted average fair value at grant date of options granted
n/a
n/a
n/a
Total intrinsic value of options exercised
n/a
$
141,000
$
209,000
Total intrinsic value of options outstanding
$
1,017,000
$
2,578,000
$
1,486,000
Total intrinsic value of options exercisable
$
999,000
$
2,305,000
$
1,104,000
No options were granted during the fiscal years ended June 30, 2025, 2024 and 2023, respectively. 0 , 6,100 and 14,000 options were exercised during the fiscal years ended June 30, 2025, 2024 and 2023, respectively. 6,100 stock options exercised during the fiscal year ended June 30, 2024 were settled by the Company withholding 2,700 from the shares issuable on exercise of the options. The withheld shares of Common stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid. 14,000 stock options exercised during the fiscal year ended June 30, 2023 were settled by the company withholding 7,235 from the shares issuable on exercise of the options. The withheld shares of Common stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid. $ 0 was received from the remaining option exercises for each of the fiscal years ended June 30, 2025, 2024 and 2023, and the actual tax benefit realized for the tax deductions from option exercises was $ 0 , $ 30,000 and $ 44,000 in fiscal 2025, 2024 and 2023, respectively.
The following table summarizes information about stock options outstanding under the 2018 Non- Employee Plan at June 30, 2025:
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
$ 8.10 - $ 22.93
64,900
4.61
$
14.02
62,200
$
13.63
64,900
4.61
$
14.02
62,200
$
13.63
As of June 30, 2025 and 2024, there was $ 7,000 and $ 59,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2018 Non-Employee Plan, respectively. 2,700 , 14,880 and 19,680 options vested during the years June 30, 2025, 2024 and 2023, respectively. The total grant date fair value of the options vesting during the fiscal year ended June 30, 2025, 2024 and 2023 under this plan was $ 27,000 , $ 124,000 and $ 149,000 , respectively.
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 100,000 shares of the Company's common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options to non-employee directors and consultants to the Company and its subsidiaries.
FS-27
Table of Contents
Under the 2020 Non-Employee Plan, stock options may be granted with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable in whole or in part at 20 % per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At June 30, 2025, 51,900 stock options were outstanding, 38,520 stock options were exercisable and 45,100 stock options were available for grant under this plan. No options may be granted under this plan after May 2030.
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
2025
2024
2023
Risk-free interest rates
n/a
n/a
3.03 - 3.40
%
Expected lives
n/a
n/a
7.23 - 7.27 Years
Expected volatility
n/a
n/a
43
%
Expected dividend yields
n/a
n/a
0
%
The following table reflects activity under the 2020 Non-Employee plan for the fiscal year ended June 30,:
2025
2024
2023
Weighted average
Weighted average
Weighted average
Options
exercise price
Options
exercise price
Options
exercise price
Outstanding, beginning of year
56,900
$
23.35
56,900
$
23.35
26,900
$
18.64
Granted
—
—
—
—
30,000
$
27.57
Forfeited/Lapsed
( 2,000 )
$
( 26.94 )
—
—
—
—
Exercised
( 3,000 )
$
( 26.94 )
—
—
—
—
Outstanding, end of period
51,900
$
23.00
56,900
$
23.35
56,900
$
23.35
Exercisable, end of period
38,520
$
21.79
30,140
$
21.72
18,760
$
20.73
Weighted average fair value at grant date of options granted
n/a
n/a
$
13.74
Total intrinsic value of options exercised
$
32,000
n/a
n/a
Total intrinsic value of options outstanding
$
352,000
$
1,627,000
$
643,000
Total intrinsic value of options exercisable
$
307,000
$
911,000
$
261,000
0, 0 and 30,000 options were granted during the fiscal years ended June 30, 2025, 2024 and 2023, respectively. 3,000 , 0 and 0 options were exercised during the fiscal years ended June 30, 2025, 2024 and 2023. 3,000 stock options exercised during the fiscal year ended June 30, 2025 were settled by the Company withholding 2,151 from the shares issuable on exercise of the options. The withheld shares of Common stock had an aggregate fair market value on the date of exercise equal to the purchase price being paid and the actual tax benefit realized for the tax deductions from option exercises was $ 0 for the year ending June 30, 2025.
The following table summarizes information about stock options outstanding under the 2020 Non- Employee Plan at June 30, 2025:
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
$ 11.40 - $ 30.71
51,900
6.54
$
23.00
38,520
$
21.79
51,900
6.54
$
23.00
38,520
$
21.79
As of June 30, 2025 and 2024, there was $ 85,000 and $ 215,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2020 Non-Employee Plan, respectively. 11,380 options vested during each of the years June 30, 2025, 2024 and 2023, respectively. The total grant date fair value of the options vesting during the fiscal year ended June 30, 2025, 2024 and 2023 under this plan was $ 129,000 each year.
FS-28
Table of Contents
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 950,000 shares of the Company’s common stock to be acquired by the holders of such awards. Under this plan, the Company may grant stock options, which are intended to qualify as incentive stock options (“ISOs”) or non-incentive stock options, to valued employees. Any plan participant who is granted ISOs and possesses more than 10 % of the voting rights of the Company’s outstanding common stock must be granted an option with a price of at least 110 % of the fair market value on the date of grant.
Under the 2022 Employee Plan, stock options may be granted to valued employees with a term of up to 10 years at an exercise price equal to or greater than the fair market value on the date of grant and are exercisable, in whole or in part, at 20 % per year beginning on the date of grant. An option granted under this plan shall vest in full upon a “change in control” as defined in the plan. At June 30, 2025, 130,000 stock options were outstanding, 52,000 stock options were exercisable and 820,000 stock options were available for grant under this plan. No options may be granted under this plan after December 2032.
The fair value of each option granted was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
2025
2024
2023
Risk-free interest rates
n/a
4.42 - 4.62
%
3.84
%
Expected lives
n/a
5.63 - 5.87 Years
7.28 Years
Expected volatility
n/a
56
%
45
%
Expected dividend yields
n/a
.76 - 1.01
%
0.62
%
The following table reflects activity under the 2022 Employee plan for the fiscal year ended June 30,:
2025
2024
2023
Weighted average
Weighted average
Weighted average
Options
exercise price
Options
exercise price
Options
exercise price
Outstanding, beginning of year
130,000
$
41.38
5,000
$
40.01
—
—
Granted
—
—
130,000
$
41.38
5,000
$
40.01
Forfeited/Lapsed
—
—
( 5,000 )
$
( 40.01 )
—
—
Outstanding, end of period
130,000
$
41.38
130,000
$
41.38
5,000
$
40.01
Exercisable, end of period
52,000
$
41.38
26,000
$
41.38
1,000
$
40.01
Weighted average fair value at grant date of options granted
n/a
$
21.29
$
19.77
Total intrinsic value of options exercised
n/a
n/a
n/a
Total intrinsic value of options outstanding
$
81,000
$
1,375,000
$
—
Total intrinsic value of options exercisable
$
32,000
$
275,000
$
—
0 , 130,000 and 5,000 options were granted during the fiscal year ended June 30, 2025, 2024 and 2023, respectively. No options were exercised during the fiscal year ended June 30, 2025, 2024 and 2023.
The following table summarizes information about stock options outstanding under the 2022 Employee Plan at June 30, 2025:
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
$ 21.60 - $ 49.39
130,000
8.81
$
41.38
52,000
$
41.38
130,000
8.81
$
41.38
52,000
$
41.38
FS-29
Table of Contents
As of June 30, 2025 and 2024, there was $ 1,536,000 and $ 2,066,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2020 Non-Employee Plan, respectively. 26,000 , 26,000 and 1,000 options vested during the year ended June 30, 2025, 2024 and 2023, respectively. The total grant date fair value of the options vesting during the fiscal year ended June 30, 2025, 2024 and 2023 under this plan was $ 559,000 , $ 553,000 and $ 20,000 , respectively.
NOTE 11 – Stockholders’ Equity Transactions
Dividends
The following tables summarizes information about dividends declared by the Company for the Fiscal years ended June 30, 2025, 2024 and 2023:
Dividend Declaration Date
Stockholders of Record Date
Dividend Payable Date
Per Share Cash Dividend Amount
May 2, 2025
June 12, 2025
July 3, 2025
$ 0.14
January 30, 2025
March 12, 2025
April 3, 2025
$ 0.125
November 1, 2024
December 12, 2024
January 3, 2025
$ 0.125
August 22, 2024
September 12, 2024
October 3, 2024
$ 0.125
May 2, 2024
June 3, 2024
June 24, 2024
$ 0.10
February 1, 2024
March 1, 2024
March 22, 2024
$ 0.10
November 2, 2023
December 1, 2023
December 22, 2023
$ 0.08
August 18, 2023
September 1, 2023
September 22, 2023
$ 0.08
May 5, 2023
May 22, 2023
June 12, 2023
$ 0.0625
Common Shares Repurchases
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. In November of Fiscal 2025, the board authorized the repurchase of up to an additional 1 million shares. During the first quarter of the fiscal year ended June 30, 2025, the Company repurchased 193,252 shares of its outstanding common stock at a weighted average price of $ 37.67 . During the second quarter of the fiscal year ended June 30, 2025, the Company repurchased 282,647 shares of its outstanding common stock at a weighted average price of $ 37.95 . During the third quarter of the fiscal year ended June 30, 2025, the Company repurchased 745,000 shares of its outstanding common stock at a weighted average price of $ 25.22 . Shares repurchased through the year ended June 30, 2025, are included in the Company’s Treasury Stock as of June 30, 2025. The Company currently has available 359,741 shares that can be repurchased under this authorization. There were no purchases of treasury shares for the years ended June 30, 2024 and 2023.
The following tables summarizes information about shares repurchased by the Company for the Fiscal year ended June 30, 2025:
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
1,387,388
November 7, 2024 - December 19, 2024
282,647
$ 37.95
282,647
1,104,741
February 6, 2025 - March 20, 2025
745,000
$ 25.22
745,000
359,741
Total for the Year ended June 30, 2025
1,220,899
$ 30.14
1,220,899
359,741
FS-30
Table of Contents
Stock Option Exercises
During fiscal 2025, certain employees and directors exercised stock options under the Company's 2012 Employee and 2020 Non-Employee Stock Option Plans totaling 5,000 shares. 3,000 of these exercises were completed as cashless exercises as allowed for under the plans, where the exercise shares are issued by the Company in exchange for shares of the Company's common stock that are owned by the optionees. The number of shares surrendered by the optionees was 2,151 and was based upon the aggregate fair market value on the date of the exercise equal to the purchase price being paid.
During fiscal 2024, certain employees and directors exercised stock options under the Company's 2012 Employee and 2018 Non-Employee Stock Option Plans totaling 153,644 shares. 115,644 of these exercises were completed as cashless exercises as allowed for under the plans, where the exercise shares are issued by the Company in exchange for shares of the Company's common stock that are owned by the optionees. The number of shares surrendered by the optionees was 49,270 and was based upon the aggregate fair market value on the date of the exercise equal to the purchase price being paid.
During fiscal 2023, certain employees and directors exercised stock options under the Company's 2012 Employee and 2018 Non-Employee Stock Option Plans totaling 53,000 shares. 43,600 of these exercises were completed as cashless exercises as allowed for under the plans, where the exercise shares are issued by the Company in exchange for shares of the Company's common stock that are owned by the optionees. The number of shares surrendered by the optionees was 17,385 and was based upon the aggregate fair market value on the date of the exercise equal to the purchase price being paid.
NOTE 12 – Related Party Transaction
In March 2024, the Company's President and Chairman sold 2,000,000 shares of our common stock as a selling stockholder in an underwritten secondary public offering at a public offering price of $ 40.75 per share. In connection with such offering, the selling stockholder granted the underwriters an option to purchase additional shares (the “Greenshoe Option”) up to an additional 300,000 shares of their common stock. On April 8, 2024, the underwriters exercised the Greenshoe Options, pursuant to which the selling stockholder sold an additional 50,000 shares. The Company did not sell any shares in the offering and received no proceeds from the offerings, but the Company incurred $ 407,000 in offering expenses, which are recorded in SG&A in the consolidation statements of income for the year ended June 30, 2024.
On February 13, 2023, the Company's Chief Executive Officer and Chairman and the Company’s President, Chief Operating Officer and Chief Financial Officer sold 2,012,500 and 87,500 shares of our common stock, respectively, as selling stockholders in an underwritten secondary public offering at a public offering price of $ 31.50 per share. In connection with such offering, the selling stockholders granted the underwriters an option to purchase additional shares (the “Greenshoe Option”). On February 15, 2023, the underwriters exercised in full the Greenshoe Option, pursuant to which the selling stockholders sold a total of 300,000 additional shares of common stock at the same public offering price. The Company did not sell any shares in the offering and received no proceeds from the offerings, but the Company incurred $ 509,000 in offering expenses, which are recorded in selling, general, and administrative expenses in the accompanying consolidated statements of income.
NOTE 13 - 401(k) Plan
The Company maintains a 401(k) plan (“the Plan”) that is available to 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 $ 283,000 , $ 258,000 and $ 251,000 for the years ended June 30, 2025, 2024 and 2023, respectively.
NOTE 14 - Commitments and Contingencies
Leases
Our lease obligation consists of a 99-year lease, entered into by one of the Company’s foreign subsidiaries, for approximately four acres of land in the Dominican Republic on which the Company’s principal production facility is located. The lease, which commenced on April 26, 1993 and expires in 2092, initially had an annual base rent of approximately $ 235,000 plus $ 53,000 in annual service charges. On September 14, 2022, a lease modification was executed which provides for an annual base rent of $ 235,000 plus $ 105,000 in annual service charges. The service charges increase 2 % annually over the remaining life of the lease. The
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modification resulted in a remeasurement of the operating lease asset and liability, and the effect was a reduction to the asset and liability of $ 1.3 million.
Operating leases are included in operating lease right-of-use assets, accrued expenses and operating lease liabilities, non-current on our consolidated balance sheets.
For the fiscal year ended June 30, 2025 and 2024, cash payments against operating lease liabilities totaled $ 345,000 and $ 343,000 , respectively.
Supplemental balance sheet information related to operating leases was as follows:
Weighted-average remaining lease term
67 Years
Weighted-average discount rate
6.25
%
The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2025 (in thousands):
Year Ending June 30,
Amount
2026
$
346
2027
349
2028
351
2029
353
2030
356
Thereafter
29,309
Total future minimum lease payments
$
31,064
Less: Imputed interest
25,876
Total
$
5,188
Operating lease expense totaled approximately $ 486,000 , $ 512,000 and $ 458,000 , for the fiscal years ended June 30, 2025, 2024 and 2023, respectively.
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 former Chief Financial Officer (who is currently the President and Chief Operating Officer). The action, captioned Zornberg v. NAPCO Security Technologies, Inc. et al., asserts 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 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. Defendants filed a motion to dismiss the Amended Complaint on April 26, 2024. On April 11, 2025, the Court granted in part and denied in part the motion to dismiss. The Section 11 and Section 12 claims brought against the individual defendants were dismissed; the remaining claims survived the motion to dismiss. On May 12, 2025, Defendants filed Answers to the Amended Complaint. The Company intends to vigorously defend against the action.
On November 26, 2024, a putative derivative lawsuit captioned Minzer v. Soloway, et al., Case No. 2024-1218, was filed in the Court of Chancery in the State of Delaware against the Company’s Chairman and Chief Executive Officer, former Chief Financial Officer (who is currently the President and Chief Operating Officer), and certain current and former directors. The Company is a “Nominal Defendant” in the lawsuit. After the Company and the individual defendants moved to dismiss or stay the action, plaintiffs filed an Amended Complaint on June 12, 2025. The Amended Complaint alleges, among other things, that the individual defendants breached their fiduciary duties and aided and abetted breach of fiduciary duties by allowing the Company to remain with ineffective internal
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controls over financial reporting and inventory and by allowing for the dissemination of false and misleading financial information in public filings. The Amended Complaint also brings breach of fiduciary duty and unjust enrichment claims in connection with stock sales by the Company’s Chairman and Chief Executive Officer and its former Chief Financial Officer (who is currently the President and Chief Operating Officer) and seeks indemnity and contribution. The Company’s status as a “Nominal Defendant” in the action reflects the fact that the lawsuit is maintained by the named plaintiff on behalf of the Company and that the plaintiff seeks damages on the Company’s behalf. Defendants believe that there are substantial defenses to the claims asserted and filed a second motion to dismiss or stay the case on August 22, 2025.
On March 31, 2025, the Company received a subpoena from the Securities and Exchange Commission (“SEC”). The SEC’s subpoena and inquiry is principally focused on the Company’s previously disclosed restatements and related material weakness determination. The Company has produced, and will continue to produce documents, responsive to the SEC subpoena.
On April 25, 2025, a purported class action, brought on behalf of a putative class who acquired publicly traded NAPCO securities between February 5, 2024 and February 3, 2025, 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 former Chief Financial Officer (who is currently the President and Chief Operating Officer). The action, captioned Patel 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 quarterly earnings releases and calls during the period of February 5, 2024 through February 3, 2025. The Court has not yet appointed a lead plaintiff. 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, due to the early stage of the case the Company is not able to estimate any range of potential loss related to this matter and has not recorded any liability. It is possible that the Company could be required to pay damages (in excess of insurance coverages), 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
As of June 30, 2025, the Company was obligated under three employment agreements and one severance agreement. The employment agreements are with the Company’s Chief Executive Officer (“CEO”), another one with the Chief Financial Officer and Chief Accounting Officer (“CFO”), and the last agreement with the Company’s Senior Vice President of Engineering and Chief Technology Officer (“the SVP of Engineering”). The severance agreement is with the Company’s President and Chief Operating Officer.
The employment agreement with the CEO provides for an annual salary of $ 980,000 , as adjusted for inflation; incentive compensation as may be approved by the Board of Directors from time to time; and a termination payment in an amount up to 299 % of the average of the prior five calendar years’ compensation, subject to certain limitations, as defined in the agreement. The employment agreement renews annually in August unless either party gives the other notice of non-renewal at least six months prior to the end of the applicable term.
The employment agreement with the SVP of Engineering expires in August 2026 and provides for an annual salary of $ 458,000 , and, if terminated by the Company without cause, severance of nine months’ salary and continued company-sponsored health insurance for six months from the date of termination.
The severance agreement is with the President and Chief Operating Officer 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 nine months’ salary, based on a salary of $ 628,000 , continued company-sponsored health insurance for six months from the date of termination and certain non-compete and other restrictive provisions.
NOTE 15 – Segment and Geographical Data
Segment Information
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker. We have one operating and reportable segment.
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The Company’s CODM, (the President and Chief Operating Officer) evaluates performance of the Company and makes decisions regarding the allocation of resources based on total Company results. The measure of segment assets is reported on the balance sheet as total consolidated assets. The consolidated net income is the measure of segment profit that is most consistent with U.S. GAAP. Segment profit is used in developing the overall strategy and during the annual budget process, as well as considered in budget-to-actual variances on a monthly basis when making decisions about the allocation of operating and capital resources.
The CODM is regularly provided with not only the consolidated expenses as noted on the face of the income statement, but also the significant segment expenses as below:
Fiscal Year ended June 30,
2025
2024
(in thousands)
Net Sales
$
181,621
$
188,820
Less:
Cost of revenue
80,591
87,066
Compensation-related expenses (1)
27,922
23,060
Commission expenses
6,165
5,519
Marketing, advertising and other promotional expenses
3,753
3,262
Research and development (excluding compensation related benefits)
1,475
1,476
Selling, general, and administrative expenses (2)
15,456
14,619
Interest and other (income), net
( 3,810 )
( 2,568 )
Provision for Income Taxes
6,663
6,568
Segment Profit
$
43,406
$
49,818
(1) Excludes stock based compensation.
(2) Excludes compensation-related expenses, commission expenses and marketing, advertising and other promotional expenses.
Geographic Information for Revenue
The Company is engaged in one major line of business: the development, manufacture, and distribution of security products, encompassing access control systems, door-locking products, intrusion and fire alarm systems and video surveillance products for commercial and residential use. The Company also provides wireless communication service for intrusion and fire alarm systems. These products are used for commercial, residential, institutional, industrial and governmental applications, and are sold worldwide principally to independent distributors, dealers and installers of security equipment. Sales to unaffiliated customers are primarily shipped from the United States. The Company has customers worldwide with major concentrations in North America. 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. The following table presents net sales by geographic area.
Fiscal Year ended June 30,
2025
2024
2023
Sales to external customers:
United States
$
180,072
$
187,724
$
168,619
Foreign
1,549
1,096
1,378
Total Net Sales
$
181,621
$
188,820
$
169,997
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Geographic Information for Long-Lived Assets
Long-lived assets include property and equipment, net and operating lease right-of-use assets, net. Our long-lived assets are based on the physical location of the assets. The following table presents long-lived assets by geographic area.
As of June 30,
2025
2024
Long-lived assets:
United States
$
5,264
$
5,455
Dominican Republic
9,157
9,109
Total Long-lived assets
$
14,421
$
14,564
NOTE 16 – Subsequent Events
The Company has evaluated subsequent events occurring after the date of the consolidated financial statements through the date the consolidated financial statements were issued for events requiring recognition or disclosure.
On August 21, 2025 , the Company’s Board of Directors declared a cash dividend of $ .14 per share payable on October 3, 2025 to stockholders of record on September 12, 2025 .
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ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None
ITEM 9A: CONTROL AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the controls and procedures will meet their objectives. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the desired control objectives are met. Further, the design of a control system is a resource constraint, therefore, in reaching a reasonable level of assurance, management applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Management, including our Chief Executive Officer (who is designated as our principal executive officer) and our Chief Financial Officer (who is designated as our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2025. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level, as of June 30, 2025.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2025 based on the criteria set forth in “Internal Control-Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that our internal control over financial reporting was effective as of June 30, 2025 based on those criteria.
Management reviewed the results of its assessment with our Audit Committee. Deloitte & Touche LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of June 30, 2025, and has issued an attestation report on our internal controls over financial reporting, which is included herein.
Remediation of Previously Reported Material Weakness
As previously reported in Part II, Item 9A. “Controls and Procedures” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, in connection with our assessment of the effectiveness of internal control over financial reporting as of June 30, 2024, we identified a control deficiency related to inventory costing, as a result of ineffective review of information used in the inventory costing process.
We have completed execution of our remediation plan for this material weakness and, as of June 30, 2025, successfully remediated this material weakness by implementing reconciliation procedures to determine that the information used in the costing of inventory is complete and accurate.
Changes in Internal Control over Financial Reporting
During the quarter ending June 30, 2025, 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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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Napco Security Technologies, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Napco Security Technologies, Inc. and subsidiaries (the “Company”) as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended June 30, 2025, of the Company and our report dated August 25, 2025, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Jericho, New York
August 25, 2025
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ITEM 9B: OTHER INFORMATION
The Company adopted an Insider Trading Policy on May 6, 2021. The p o l i cy was filed as an exhibit to the Company’s form 8-K filed on May 6, 2021.
PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information about our directors appearing in the Company’s Definitive Proxy Statement for the 2024 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K (“Proxy Statement”) under the heading “Election of Directors”, is incorporated herein by reference.
We have adopted a Code of Ethics which applies to our senior executive and financial officers, among others. The Code is posted on our website, www.napcosecurity.com, under the “Investors – Other” caption. We intend to make all required disclosures regarding any amendment to, or waiver of, a provision of the Code of Ethics for senior executive and financial officers by posting such information on our website.
The information appearing in the Proxy Statement relating to the members of the Audit Committee and the Audit Committee financial expert under the headings “Corporate Governance and Board Matters – Board Structure and Committee Composition” and “Corporate Governance and Board Matters – Board Structure and Committee Composition – Audit Committee” and the information appearing in the Proxy Statement under the heading “Delinquent Section 16(c) Beneficial Ownership Reporting Compliance” is incorporated herein by this reference.
The information set forth in the Proxy Statement under the heading “Information Concerning Executive Officers” is incorporated herein by reference.
ITEM 11: EXECUTIVE COMPENSATION
The information appearing in the Proxy Statement under the heading “Executive Compensation” and the information appearing in the Proxy Statement relating to the compensation of directors under the caption “Compensation of Directors” are incorporated herein by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information appearing in the Proxy Statement under the heading “Beneficial Ownership of Common Stock” is incorporated herein by this reference.
Information regarding Equity Compensation Plan Information as of June 30, 2024 is included in Item 5.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information appearing in the Proxy Statement under the headings “Corporate Governance and Board Matters – Independence of Directors,” “Corporate Governance and Board Matters – Board Structure and Committee Composition,” “Corporate Governance – Policy with Respect to Related Person Transactions,” and “Executive Compensation – Certain Transactions” is incorporated herein by this reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Information appearing in the Proxy Statement under the headings “Principal Accountant Fees” and “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” is incorporated herein by this reference.
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PART IV
ITEM 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) 1. Financial Statements
The following consolidated financial statements of NAPCO Security Technologies, Inc. and its subsidiaries are included in Part II, Item 8:
Page
Report of Independent Registered Accounting Firm (PCAOB ID 34)
FS-2
Report of Independent Registered Public Accounting Firm (PCAOB ID 23)
FS-4
Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 2025 and 2024
FS-5
Consolidated Statements of Income for the Fiscal Years Ended June 30, 2025, 2024 and 2023
FS-6
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended June 30, 2025, 2024 and 2023
FS-7
Consolidated Statements of Stockholders' Equity for the Fiscal Years Ended June 30, 2025, 2024 and 2023
FS-8
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30, 2025, 2024 and 2023
FS-9
Notes to Consolidated Financial Statements
FS-10
(a) 2. Financial Statement Schedules
The following consolidated financial statement schedules of NAPCO Security Technologies, Inc. and its subsidiaries are included in Part II, Item 8:
B. Supplementary Financial Data
(a) 3. and (b). Exhibits
Management Contracts designated by asterisk.
Exhibit No.
Title
Ex-3.(i)
Certificate of Amendment of Certificate of Incorporation
Exhibit-3.(i) to Report on Form 10-K (Commission file No. 0-10004) for the fiscal year ended June 30, 2011
Ex-3.(ii)
Certificate of Incorporation as amended
Exhibit-3.(ii) to Report on Form 10-K (Commission file No. 0-10004) for the fiscal year ended June, 30 2011
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Ex-3.(iii)
Second Amended and Restated By-Laws
Exhibit 10.3 to Report on Form 8-K (Commission file No. 0-10004) filed on September 8, 2020
Ex-3.(iv)
Amendment to the Amended and Restated Certificate of Incorporation
Exhibit 3.(iv) to Report on Form 8-K (Commission file No. 0-10004) filed on December 7, 2021
Ex 4.01
Third Amended and Restated Credit Agreement dated June 29, 2012.
Exhibit 4.01 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.02
Second Amended and Restated Term A Loan Note
Exhibit 4.02 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.03
Second Amended and Restated Term B Loan Note
Exhibit 4.03 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.04
Second Amended and Restated Revolving Credit Note
Exhibit 4.04 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.05
Second Amended and Restated Swing Line Note
Exhibit 4.05 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.06
Continuing General Security Agreement
Exhibit 4.06 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.07
Reaffirmation of Collateral Documents
Exhibit 4.07 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.08
Reaffirmation of Negative Pledge
Exhibit 4.08 to Report on Form 8-K (Commission file No. 0-10004) dated June 29, 2012
Ex 4.09
Amendment No. 3 to Third Amended and Restated Credit Agreement
Item 1.01 (e) contained in Report on Form 8-K (Commission file No. 0-10004) dated June 28, 2016
Ex 4.10
Description of the Company’s Securities
E-15
Ex 4.11
Amendment No 4. To Fourth Amended and Restated Credit Agreement
Exhibit 4.11 to Report on Form 8-K (Commission file No. 0-10004) dated February 9, 2024
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*Ex-10.A (ii)
2002 Employee Stock Option Plan
Exhibit 10.A(II) to Report on Form 10-K (Commission file No. 0-10004) for the fiscal year ended June 30, 2008
*Ex-10.B
2012 Employee Stock Option Plan
Appendix A to Proxy Statement dated October 29, 2012 for Annual Meeting of Stockholders to be held on December 11, 2012
*Ex-10.C
2012 Non-Employee Stock Option Plan
Appendix B to Proxy Statement dated October 29, 2012 for Annual Meeting of Stockholders to be held on December 11, 2012
*Ex-10.D
2018 Non-Employee Stock Option Plan
Appendix A to Proxy Statement dated October 29, 2018 for Annual Meeting of Stockholders to be held on December 11, 2018
*Ex-10.E
2020 Non-Employee Stock Option Plan
Appendix A to Proxy Statement dated April 13, 2020 for Annual Meeting of Stockholders to be held on May 21, 2020
*Ex-10.F
2022 Employee Stock Option Plan
Appendix A to Proxy Statement dated October 31, 2022 for Annual Meeting of Stockholders to be held on December 5, 2022
*Ex-10.I
Amended and Restated Employment Agreement with Richard Soloway
Exhibit 10.I to Report on Form 10-K (Commission file No. 0-10004) for fiscal year ended June 30, 2010
*Ex-10.M
Two (2) Year Extension, dated October 21, 2021, of Employment Agreement between the Registrant and Michael Carrieri
Exhibit 10.M to Report on Form 10-K (Commission file No. 0-10004) for fiscal year ended June 30, 2023
*Ex-10.N
Form of Indemnification Agreement adopted September 3, 2020
Exhibit 10.N to Report on Form 10-K (Commission file No. 0-10004) for fiscal year ended June 30, 2020
*Ex-10.O
Severance Agreement between the Registrant and Kevin S Buchel dated December 30, 2015
Exhibit 10.O to Report on Form 10-Q (Commission file No. 0-10004) dated February 1, 2016
*Ex-10.P
Compensation Agreement between the Registrant and Stephen Spinelli dated April 6, 2020
Exhibit 10.P to Report on Form 10-K (Commission file No. 0-10004) dated September 13, 2021
Ex-10.Q
Compensation Agreement between the Registrant and Andrew Vuono dated June 3, 2024
Exhibit 10.Q to Report on Form 10-K (Commission file No. 0-10004) for fiscal year ended June 30, 2024
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Ex-10.R
Two (2) Year Extension, dated April 27, 2024, of Employment Agreement between the Registrant and Michael Carrieri
Exhibit 10.R to Report on Form 10-K (Commission file No. 0-10004) for fiscal year ended June 30, 2024
Ex-14.0
Code of Ethics
Exhibit 14.0 to Report on Form 10-K (Commission file No. 0-10004) for the fiscal year ended June 30, 2010
Ex-19. 0
Insider Trading Policy
Exhibit 14.1 to Report on Form 8-K (Commission File No. 0-10004) dated May 6, 2021
Ex-21.0
Subsidiaries of the Registrant
E-18
Ex-23.1
Consent of Independent Registered Accounting Firm – Deloitte & Touche LLP
E-19
Ex-23.2
Consent of Independent Registered Accounting Firm – Baker Tilly, LLP
E-20
Ex-31.1
Section 302 Certification of Chief Executive Officer
E-21
Ex-31.2
Section 302 Certification of Chief Financial Officer
E-22
Ex-32.1
Certification of Chief Executive Officer Pursuant to 18 USC Section 1350 and Section 906 of Sarbanes - Oxley Act of 2002
E-23
Ex-32.2
Certification of Chief Financial Officer Pursuant to 18 USC Section 1350 and Section 906 of Sarbanes - Oxley Act of 2002
E-24
Ex.97
Incentive Compensation Clawback Policy
Exhibit 97 to Report on Form 10-K (Commission file No. 0-10004) for fiscal year ended June 30, 2024
Ex-101.INS
Inline XBRL Instance Document **
Ex-101.SCH
Inline XBRL Taxonomy Extension Schema Document**
Ex-101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document**
Ex-101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document**
Ex-101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document**
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Ex-101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document**
Ex-104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Table of Contents
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.
August 25, 2025
NAPCO SECURITY TECHNOLOGIES, INC.
(Registrant)
By:
/s/ RICHARD SOLOWAY
Richard Soloway
Chairman of the Board of
Director and Secretary
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and the dates indicated.
Signature
Title
Date
/s/ RICHARD SOLOWAY
Chairman of the Board of Directors,
August 25, 2025
Richard Soloway
Director and Secretary
(Principal Executive Officer)
/s/ KEVIN S. BUCHEL
President and Chief Operating Officer
August 25, 2025
Kevin S. Buchel
/s/ ANDREW J. VUONO
Chief Financial Officer and
August 25, 2025
Andrew J. Vuono
Chief Accounting Officer
(Principal Financial and Accounting Officer)
/s/ RICK LAZIO
Director
August 25, 2025
Rick Lazio
/s/ DONNA SOLOWAY
Director
August 25, 2025
Donna Soloway
/s/ ROBERT UNGAR
Director
August 25, 2025
Robert Ungar
/s/ ANDREW J. WILDER
Director
August 25, 2025
Andrew J. Wilder
/s/ DAVID A. PATERSON
Director
August 25, 2025
David A. Paterson