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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 6, 2024

NAPCO SECURITY TECHNOLOGIES, INC.

(Exact name of registrant as specified in charter)

Delaware

    

0-10004

    

11-2277818

(State or other jurisdiction of

 

(Commission File Number)

 

(IRS Employer Identification No.)

incorporation)

333 Bayview Avenue, Amityville, New York 11701

(Address of principal executive offices)

Registrant’s telephone number, including area code (631) 842-9400

(Former name and former address if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock, par value $0.01 per share

NSSC

Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (section 240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Item 7.01.     REGULATION FD DISCLOSURE

On September 6, 2024, the Company posted a statement to its website refuting the allegations made by Fuzzy Panda in a report dated September 5, 2024. The statement is filed herewith as Exhibit 99.1.

The Company has approximately 580,000 shares available to repurchase pursuant to a previously authorized repurchase plan. Depending on market conditions, the Company may purchase some or all of those shares in open market or privately negotiated transactions.

Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits:

99.1

10 4

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.

 

NAPCO SECURITY TECHNOLOGIES, INC.

 

(Registrant)

 

 

 

 

Date: September 6, 2024

By:

/s/ Kevin S. Buchel

 

 

Kevin S. Buchel

 

 

President, Chief Operating Officer and Chief Financial Officer

Exhibit 99.1

NAPCO Security Technologies Responds to Short-Seller Report

We encourage NAPCO shareholders not to be misled by the recent report issued by Fuzzy Panda, an activist short seller that is seeking to profit by driving down our Company’s share price based on unsupported allegations.

There is no new news here. Fuzzy Panda’s misleading report references an old class action lawsuit that the Company disclosed months ago. The allegations are centered around incorrect statements from a disgruntled former employee who, based on the admissions made by Plaintiffs in the Class Action complaint, has no knowledge of NAPCO’s accounting processes or financial statement preparation.

The short seller previously made similar allegations in a letter received weeks prior to our Form 10-K filing. Our Audit Committee immediately hired a global law firm to conduct an independent investigation into the allegations included in the short seller’s letter, many of which were repeated in the report. Following a thorough investigation, the law firm found no evidence to support the short seller’s allegations.

NAPCO filed its 10-K on August 29, 2024, reporting record revenues and earnings. We reported $97.7 million of cash on our balance sheet at year end, and the NAPCO Board of Directors increased the Company’s quarterly dividend by 25% to $.125 per share. The financial statements for the year ending June 30, 2024 includes an unqualified opinion.

NAPCO hired an experienced financial services professional with audit and financial controls expertise. We have implemented quarterly review and reconciliation of control activities to ensure the completeness and accuracy of forecasted sales and usage data to determine reserve for excess and slow-moving inventory. We have improved control activities related to information technology user access and program change management. Importantly, we have successfully remediated the material weaknesses in our controls that were reported in our Form 10-K for the fiscal year ended June 30, 2023. In our recently filed Form 10-K, we also identified a new material weakness related to the procedural review of information used in the inventory costing process; management is in the process of developing a plan to remediate such material weakness, which we expect will be in place by the end of our second fiscal quarter.

The Company believes it is important to set the record straight regarding certain distortions and inaccuracies, among many, in the short seller’s report:

Fuzzy Panda takes issue with the hiring of our new Senior Vice President of Finance and Chief Accounting Officer because he was the engagement partner at our prior auditor. There is no conflict of interest or regulatory violation. Nor was our former audit firm fired because of the restatement of the first three fiscal 2023 quarters financial statements. Rather, our audit committee decided to engage a big four accounting firm as our business and market capitalization continued to grow. Our new Senior VP and CAO brings extensive knowledge of the Company as well as years of experience in public accounting. It is also false to state that he received options worth $1 million, when in reality he received 20,000 options to buy stock at the then current market price which vest over four years in accordance with the Company’s existing stock option plan.
Fuzzy Panda’s suspicion of our 90% profit margin on recurring revenue is without basis and was subject to scrutiny as part of our recently completed investigation. Our commonly referenced peer, Alarm.com, reports a gross margin of 86% on its recurring revenue. Our recurring revenue is derived mostly from commercial installations as opposed to that of Alarm.com, which is mostly derived from residential installations that typically have lower gross margins.

Our business continues to perform well, and we look forward to continuing to drive positive momentum and increased profits. We remain focused on advancing our successful strategy and enhancing shareholder value by capitalizing on the growing investment opportunities across the commercial security, school security, and residential security markets.


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Cover
Sep. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 06, 2024
Entity File Number 0-10004
Entity Registrant Name NAPCO SECURITY TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 11-2277818
Entity Address, Address Line One 333 Bayview Avenue
Entity Address, City or Town Amityville
Entity Address, State or Province NY
Entity Address, Postal Zip Code 11701
City Area Code 631
Local Phone Number 842-9400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol NSSC
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000069633
Amendment Flag false

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