# Napco Security Technologies, Inc: Form 10-Q for the period ended Mar 31, 2024

- Company: [Napco Security Technologies, Inc](/companies/nssc.md) (CIK 69633)
- Form: 10-Q
- Filed: 2024-05-06
- Accepted by EDGAR: May 6, 2024, 14:52 ET
- Period: 2024-03-31
- Accession: 0001558370-24-006776
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/69633/000155837024006776/nssc-20240331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/69633/000155837024006776/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2024-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2024-01-01 to 2024-03-31 | $49.3m | us-gaap:Revenues |
| Revenue | 9 months, 2023-07-01 to 2024-03-31 | $138.5m | us-gaap:Revenues |
| Cost of revenue | 3 months, 2024-01-01 to 2024-03-31 | $22.8m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2023-07-01 to 2024-03-31 | $64.6m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2024-01-01 to 2024-03-31 | $26.5m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2023-07-01 to 2024-03-31 | $73.9m | us-gaap:GrossProfit |
| Research and development | 3 months, 2024-01-01 to 2024-03-31 | $2.8m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months, 2023-07-01 to 2024-03-31 | $7.7m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2024-01-01 to 2024-03-31 | $9.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2023-07-01 to 2024-03-31 | $26.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2024-01-01 to 2024-03-31 | $14.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-07-01 to 2024-03-31 | $39.9m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2024-01-01 to 2024-03-31 | $1.9m | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-07-01 to 2024-03-31 | $5.4m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2024-01-01 to 2024-03-31 | $13.2m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-07-01 to 2024-03-31 | $36.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.36 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-07-01 to 2024-03-31 | $0.98 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2024-01-01 to 2024-03-31 | $0.36 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-07-01 to 2024-03-31 | $0.99 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2024-01-01 to 2024-03-31 | 37,118,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-07-01 to 2024-03-31 | 37,032,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-07-01 to 2024-03-31 | $31.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2023-07-01 to 2024-03-31 | $1.0m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 9 months, 2023-07-01 to 2024-03-31 | $9.6m | us-gaap:PaymentsOfDividends |
| Cash and equivalents | at 2024-03-31 | $55.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2024-03-31 | $158.2m | us-gaap:AssetsCurrent |
| Total assets | at 2024-03-31 | $194.8m | us-gaap:Assets |
| Current liabilities | at 2024-03-31 | $19.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2024-03-31 | $26.6m | us-gaap:Liabilities |
| Shareholders' equity | at 2024-03-31 | $168.2m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 19,884 characters.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Quarterly Report on Form 10-Q and the documents we incorporate by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements, other than statements of historical fact, included or incorporated in this prospectus regarding our strategy, future operations, clinical trials, collaborations, intellectual property, cash resources, financial position, future revenues, projected costs, prospects, plans, and objectives of management are forward-looking statements. The words “believes,” “anticipates,” “estimates,” “plans,” “expects,” “intends,” “may,” “could,” “should,” “potential,” “likely,” “projects,” “continue,” “will,” “schedule,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, and other factors, which may be beyond our control, and which may cause our actual results, performance, or achievements to be materially different from future results, performance, or achievements expressed or implied by such forward-looking statements. There are a number of important factors that could cause our actual results to differ materially from those indicated or implied by forward-looking statements. See “Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2023 for more information. These factors and the other cautionary statements made in this prospectus and the documents we incorporate by reference should be read as being applicable to all related forward-looking statements whenever they appear in this prospectus and the documents we incorporate by reference. In addition, any forward-looking statements represent our estimates only as of the date that this prospectus is filed with the SEC and should not be relied upon as representing our estimates as of any subsequent date. We do not assume any obligation to update any forward-looking statements. We disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law.

Overview

Napco Security Technologies, Inc (“NAPCO”, “the Company”, “we”) 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 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 experienced significant growth in recent years, primarily driven by fast growing recurring service revenues generated from wireless communication services for intrusion and fire alarm systems, as well as our school security products that are designed to meet the increasing needs to enhance school security as a result of on-campus shooting and violence in the U.S. Our wireless communication services have led to the substantial growth in our monthly recurring revenues.

Since 1969, NAPCO has established a heritage and proven record in the professional security community for reliably delivering both advanced technology and high-quality security solutions, building many of the industry’s widely recognized brands, such as NAPCO Security Systems, Alarm Lock, Continental Access, Marks USA, and other popular product lines: including Gemini and F64-Series hardwire/wireless intrusion systems and iSee Video internet video solutions. We are also dedicated to developing innovative technology and producing the next generation of reliable security solutions that utilize remote communications and wireless networks, including our StarLink, iBridge, and more recently the iSecure and Prima product lines. Today, businesses, institutions, homes, and people around the globe are protected by products from the NAPCO Group of Companies.

Economic and Other Factors

We are subject to the effects of general economic and market conditions. If the U.S. or international economic conditions deteriorate, our revenue, profit and cash-flow levels could be materially adversely affected in future periods. In the event of such deterioration, many of our current or potential future customers may experience serious cash flow problems and as a result may, modify, delay or cancel purchases of our products. Additionally, customers may not be able to pay, or may delay payment of, accounts receivable that are owed to us. If such events do occur, they may result in our fixed and semi-variable expenses becoming too high in relation to our revenues and cash flows.

Seasonality

The Company's fiscal year begins on July 1 and ends on June 30. Historically, the end users of the Company’s hardware products want to install these products prior to the summer; therefore, sales of these products historically peak in the period April 1 through June 30, the Company's fiscal fourth quarter, and are reduced in the period July 1 through September 30, the Company's fiscal first quarter. Our monthly recurring service revenue, which is less susceptible to these fluctuations, allows us to generate a more consistent and predictable income stream.

Critical Accounting Policies and Estimates

The Company’s significant accounting policies are fully described in Note 1 to the Company’s consolidated financial statements included in its 2023 Annual Report on Form 10-K. Management believes these critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Results of Operations

*(dollars in thousands)*

*(dollars in thousands)*

| ​ ​ ​ ​ ​ | ​ ​ | ​ ​ ​ Three months ended March 31, ​ ​ 2024 | ​ ​ ​ ​ ​ 2023 | ​ ​ ​ % Increase/ (decrease) | ​ ​ ​ Nine months ended March 31, ​ ​ 2024 | ​ ​ ​ ​ ​ 2023 | ​ ​ ​ % Increase/ ​ (decrease) ​ |
| --- | --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Net sales: equipment revenues | ​ | $29,735 ​ | $28,390 | 4.7% | $83,133 ​ | $81,511 | 2.0% |
| service revenues | ​ | ​ 19,532 ​ | ​ 15,142 ​ | 29.0% | ​ 55,357 ​ | ​ 43,828 ​ | 26.3% |
| Total net sales | ​ | ​ 49,267 ​ | ​ 43,532 ​ | 13.2% | ​ 138,490 ​ | ​ 125,339 ​ | 10.5% |
| Gross Profit: equipment | ​ | ​ 8,556 ​ | ​ 7,610 ​ | 12.4% | ​ 23,801 ​ | ​ 11,170 ​ | 113.1% |
| services | ​ | ​ 17,928 ​ | ​ 13,669 ​ | 31.2% | ​ 50,108 ​ | ​ 39,029 ​ | 28.4% |
| Total gross profit | ​ | 26,484 ​ | 21,279 | 24.5% | 73,909 ​ | 50,199 | 47.2% |
| Gross profit as a % of net sales: | ​ | 53.8% | 48.9% | 10.0% | 53.4% | 40.1% | 33.2% |
| equipment | ​ | ​ 28.8% | ​ 26.8% | 7.3% | ​ 28.6% | ​ 13.7% | 108.9% |
| services | ​ | ​ 91.8% | ​ 90.3% | 1.7% | ​ 90.5% | ​ 89.1% | 1.6% |
| ​ | ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ | ​ ​ ​ | ​ ​ ​ | ​ ​ |
| Research and development | ​ | 2,757 ​ | 2,314 | 19.1% | 7,736 ​ | 6,964 | 11.1% |
| Selling, general and administrative | ​ | 9,233 ​ | 8,425 | 9.6% | 26,319 ​ | 24,719 | 6.5% |
| Selling, general and administrative as a percentage of net sales | ​ | 18.7% | 19.4% | (3.6)% | 19.0% | 19.7% | (3.6)% |
| Operating income | ​ | 14,494 ​ | 10,540 | 37.5% | 39,854 ​ | 18,516 | 115.2% |
| Interest and other income, net | ​ | 637 ​ | 437 | 45.8% | 1,806 ​ | 521 | 246.6% |
| Provision for income taxes | ​ | 1,935 ​ | 1,428 | 35.5% | 5,376 ​ | 2,475 | 117.2% |
| Net income | ​ | 13,196 ​ | 9,549 | 38.2% | 36,284 ​ | 16,562 | 119.1% |

Net Sales for the three months ended March 31, 2024 increased by $5,735,000, or 13.2%, to $49,267,000 as compared to $43,532,000 for the same period a year ago. The increase in sales for the three months ended March 31, 2024 was due primarily to revenue increases in recurring communication services ($4,390,000), Alarm Lock brand door-locking products ($407,000), and Marks brand door-locking products ($2,330,000) as partially offset by a decrease in Napco brand intrusion products ($1,376,000) and Continental brand access control products (16,000).

Net Sales for the nine months ended March 31, 2024 increased by $13,151,000, or 10.5%, to $138,490,000 as compared to $125,339,000 for the same period a year ago. The increase in sales for the nine months ended March 31, 2024 was due primarily to revenue increases in recurring communication services ($11,530,000), Alarm Lock brand door-locking products ($2,684,000), and Marks brand door-locking products ($4,651,000) as partially offset by a decrease in Continental brand access control products ($122,000) and Napco brand intrusion products ($5,592,000).

The Company's gross profit increased by $5,205,000 to $26,484,000, or 53.8% of net sales, for the three months ended March 31, 2024 as compared to $21,279,000, or 48.9% of net sales, for the same period a year ago. Gross profit on equipment sales was $8,556,000, or 28.8% of net equipment sales, for the three months ended March 31, 2024 as compared to $7,610,000, or 26.8% of net equipment sales, for the same period a year ago. Gross profit on service revenues was $17,928,000, or 91.8% of net service revenues, for the three months ended March 31, 2024 and $13,669,000, or 90.3% of net service revenues, for the same period a year ago. The increase in gross profit in dollars and as a percentage of net sales on equipment revenues during the three months ended March 31, 2024 resulted primarily from increased equipment revenues as well as a favorable shift in product mix to the Company’s locking products, which typically have higher gross margins than the Company’s intrusion products. The increase in gross profit in dollars and as a percentage of net sales on service revenues during the three months ended March 31, 2024 was primarily the result of the increase in revenues as described above as well as a greater proportion of those revenues being generated by the Company’s fire radios, which generate higher monthly service charges than those of the Company’s intrusion radios. The increases in total Gross Profit and total Gross Profit as a Percentage of Net Sales resulted from the increases described above.

The Company's gross profit increased by $23,710,000 to $73,909,000, or 53.4% of net sales, for the nine months ended March 31, 2024 as compared to $50,199,000, or 40.1% of net sales, for the same period a year ago. Gross profit on equipment sales was $23,801,000, or 28.6% of net equipment sales, for the nine months ended March 31, 2024 and $11,170,000, or 13.7% of net equipment sales, for the same period a year ago. Gross profit on service revenues was $50,108,000, or 90.5% of net service revenues, for the three months ended March 31, 2024 and $39,029,000, or 89.1% of net service revenues, for the same period a year ago. The increase in gross profit in dollars and as a percentage of net sales on equipment revenues during the nine months ended March 31, 2024 resulted primarily from increased equipment revenues as well as a favorable shift in product mix to the Company’s locking products, which typically have higher gross margins than the Company’s intrusion products. Additionally, the increase in the gross profit percentage for the nine months ended March 31, 2024 was due to the lower margins realized during the first two quarters of fiscal 2023. The decrease in gross profit as a percentage of equipment sales was primarily the result of the sale of the remaining portion of finished goods that were in opening inventory that contained certain higher priced components during the first two quarters of fiscal 2023. The Company purchased these components at a significant premium during the supply chain interruptions during the latter part of fiscal 2022 in order to continue to supply the Company’s communication devices that led to the creation of recurring service revenues for the Company. The increase in gross profit in dollars and as a percentage of net sales on service revenues during the nine months ended March 31, 2024 was primarily the result of the increase in revenues as described above as well as a greater proportion of those revenues being generated by the Company’s fire radios, which generate higher monthly service charges than those of the Company’s intrusion radios. The increases in total Gross Profit and total Gross Profit as a Percentage of Net Sales resulted from the increases described above.

Research and development expenses for the three months ended March 31, 2024 increased by $443,000 to $2,757,000, or 5.6% of net sales, as compared to $2,314,000, or 5.3% of net sales, for the same period a year ago. Research and development expenses for the nine months ended March 31, 2024 increased by $772,000 to $7,736,000, or 5.6% of net sales, as compared to $6,964,000, or 5.6% of net sales, for the same period a year ago. The increase in research and development for the three and nine months primarily resulted from compensation increases and additional staff.

Selling, general and administrative (“SG&A”) expenses for the three months ended March 31, 2024 increased by $808,000 to $9,233,000 as compared to $8,425,000 for the same period a year ago. SG&A expenses as a percentage of net sales decreased to 18.7% for the three months ended March 31, 2024 as compared to 19.4% for the same period a year ago. The increase in SG&A expenses for the three months ended March 31, 2024 was primarily due to increases in legal expenses as well as additional expenses relating to the Company’s enhancing its internal control systems offset by a decrease in advertising expense. The decrease as a percentage of net sales was due primarily to the increase in net sales being proportionally larger than the increase in SG&A expenses. Selling, general and administrative expenses for the nine months ended March 31, 2024 increased by $1,600,000 to $26,319,000 as compared to $24,719,000 for the same period a year ago. SG&A expenses as a percentage of net sales decreased to 19.0% for the nine months ended March 31, 2024 as compared to 19.7% for the same period a year ago The increase in SG&A expenses for the nine months ended March 31, 2024 was primarily due to increases in legal and accounting fees as well as additional expenses relating to the Company’s enhancing its internal control systems. These increased expenses were partially offset by decreased incentive compensation for certain executive officers as well as a decrease in the stock based compensation. The decrease as a percentage of net sales was due primarily to the increase in net sales being proportionally larger than the increase in SG&A expenses.

Interest and other income, net for the three months ended March 31, 2024 increased by $200,000 to income of $637,000 as compared to income of $437,000 for the same period a year ago. Interest and other income, net for the nine months ended March 31, 2024 increased by $1,285,000 to income of $1,806,000 as compared to income of $521,000 for the same period a year ago. The increase in income for the three and nine months was primarily due to an increase in interest income on certificates of deposits.

The Company’s provision for income taxes for the three months ended March 31, 2024 increased by $507,000 to $1,935,000 as compared to $1,428,000 for the same period a year ago. The increase in the provision for income taxes for the three months was primarily due to higher taxable income in the U.S. The Company’s effective rate for income tax was 12.8% and 13.0% for the three months ended March 31, 2024 and 2023 respectively. The Company’s provision for income taxes for the nine months ended March 31, 2024 increased by $2,901,000 to $5,376,000 as compared to $2,475,000 for the same period a year ago. The increase in the provision for income taxes for the nine months was primarily due to higher taxable income in the U.S. The Company’s effective rate for income tax was 12.9% and 13.0% for the nine months ended March 31, 2024 and 2023, respectively.

Net income for the three months ended March 31, 2024 increased by $3,647,000 to $13,196,000 or $0.36 per diluted share as compared to $9,549,000 or $0.26 per diluted share for the same period a year ago. Net income for the nine months ended March 31, 2024 increased by $19,722,000 to $36,284,000 or $0.98 per diluted share as compared to $16,562,000 or $0.45 per diluted share for the same period a year ago. The increase in net income for the three and nine months ended March 31, 2024, was primarily due to the items described above.

#### Liquidity and Capital Resources

The Company has cash, certificates of deposit (“CD”) which mature within 12 months, and marketable securities which aggregate to $87.5 million. During the nine months ended March 31, 2024, the Company utilized a portion of its cash balance at June 30, 2023 ($160,000) to purchase marketable securities and other investments ($1,123,000) and property, plant and equipment ($1,043,000). The securities and investments consist of money market accounts, CD’s and time deposits. During the nine months ended March 31, 2024, the Company generated cash flows from operations of $31,032,000. The Company believes its current working capital, cash flows from operations and its revolving credit agreement will be sufficient to fund the Company’s operations through the next twelve months.

Accounts receivable at March 31, 2024 increased by $4,204,000 to $30,273,000 as compared to $26,069,000 at June 30, 2023. This increase was due primarily to sales of intrusion products to a large, new customer during the nine months ended March 31, 2024 as well as sales of door locking products to one of the Company’s customers in March 2024 to supply several of their contracting jobs.

Inventories, which include both current and non-current portions, increased by $1,754,000 to $50,103,000 as of March 31, 2024, as compared to $48,349,000 at June 30, 2023. The increase was due primarily to the Company level-loading its production facility where production is smoothed out over the year in order to avoid large fluctuations in manpower requirements throughout the fiscal year.

Accounts payable and accrued expenses, not including income taxes payable, remained consistent at $19,745,000 as of March 31, 2024 as compared to $19,686,000 as of June 30, 2023.

As of March 31, 2024 long-term debt consisted of a revolving line of credit of $20,000,000 (“Amended Agreement”), with no amounts outstanding, which expires in February 2029. The revolving credit facility contains various restrictions and covenants including, among others, restrictions on borrowings and compliance with certain financial ratios, as defined in the agreement. The Company’s long-term debt is described more fully in Note 8 to the condensed consolidated financial statements.

As of March 31, 2024, the Company had no material commitments for capital expenditures or inventory purchases other than purchase orders issued in the normal course of business. In addition, the Company’s balance sheet reflects a refund liability of $5,224,000 as of March 31, 2024 for customer returns and promotional credits which is more fully discussed in Note 2 to the condensed consolidated financial statements.

## Market risk

As filed, 1,227 characters.

The Company's principal financial instrument is long-term debt (consisting of a revolving credit facility) that provides for interest based on the prime rate or SOFR as described in the agreement. The Company is affected by market risk exposure primarily through the effect of changes in interest rates on amounts payable by the Company under these credit facilities.

All foreign sales transactions by the Company are denominated in U.S. dollars. As such, the Company has shifted foreign currency exposure onto its foreign customers. As a result, if exchange rates move against foreign customers, the Company could experience difficulty collecting unsecured accounts receivable, the cancellation of existing orders or the loss of future orders. The foregoing could materially adversely affect the Company's business, financial condition and results of operations. We are also exposed to foreign currency risk relative to expenses incurred in Dominican Pesos ("RD$"), the local currency of the Company's production facility in the Dominican Republic. The result of a 10% strengthening or weakening in the U.S. dollar to the RD$ would result in an annual increase or decrease in income from operations of approximately $890,000.

## Controls and procedures

As filed, 6,883 characters.

#### Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure as of March 31, 2024. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. Based on that evaluation, management concluded that such disclosure controls and procedures were not effective, at the reasonable assurance level, as of March 31, 2024, as a result of the material weaknesses in internal control over financial reporting discussed below.

#### Previously Identified Material Weaknesses in Internal Control over Financial Reporting

As disclosed in our Annual Report on Form 10-K for the year ended June 30, 2023, management identified three material weaknesses in internal control as specified below.

One material weakness in internal control related to ineffective information technology general controls (“ITGCs”) over user access and change management review over certain information technology (“IT”) systems that support the Company’s financial reporting processes. More specifically, several employees and IT consultants had full administrator access to allow them to perform certain job functions. The review of the IT activity of these employees and consultants was not adequately reviewed by other management level employees of the Company. Our business process controls (automated and manual) that are dependent on the above ITGCs were also deemed ineffective because they could have been adversely impacted by a failure in the ITGC’s. We believe that these control deficiencies were a result of a lack of IT controls and procedures to assess program and data changes made in the IT environment by personnel that could impact internal controls over financial reporting.

The second material weakness in internal control related to the Company’s calculation of reserves for excess and slow-moving inventory. The reserve calculation is partially dependent on the Company’s sales forecast by sku. This control deficiency was a result of a lack of precise review controls over the accuracy and completeness of the forecasted sales and usage data and the historical sales data used in the reserve calculations.

The third material weakness related to the Company’s cost of goods sold (“COGS”) and inventory during the first three quarters of fiscal 2023. COGS reflected in the Company’s Original Forms 10-Q for the first three quarters of fiscal 2023 was based on inventory costing as of June 30, 2022. However, in the period following June 30, 2022, substantial fluctuations occurred in certain material costs. Our inventory costing process did not identify these fluctuations until the Company’s closing of its books for the period ended June 30, 2023, due to lack of precise reviews of inventory costs to identify material changes that would warrant interim adjustments, resulting in inventory being overstated and COGS being understated for the first three fiscal quarters. This resulted in overstatements of gross profit, operating income, income before the provision for income taxes and net income for the first three quarters of fiscal 2023.

#### Plans for Remediation of Material Weaknesses

During the nine months ended March 31, 2024, the Company engaged an external consultant to assist with its plan to remediate the material weaknesses. The remediation plan includes the following activities:

- The Company installed monitoring software that logs and tracks the activity of the administrative users and generates reports of all logged activity. These reports are reviewed by qualified personnel periodically. All other users are provisioned access consistent with their job responsibilities and approved by a manager. Access recertifications are performed periodically.
- The Company enhanced its review of the inventory forecast and added a retrospective reconciliation of the historical inventory data utilized in the inventory reserve and forecast. The control processes include the inventory reconciliation and documentation of the reasons for any adjustments to the historical data by production, sales and finance management.
- The Company refined the method it uses to calculate the cost of component parts and implemented a new control which expanded its review of the costs of components to identify any significant inventory cost fluctuations or errors prior to the filing of its quarterly and annual financial statements.

Our remediation efforts are ongoing and we will continue to implement and document policies, procedures, and internal controls. Remediation of the identified material weaknesses and strengthening our internal control environment will require a substantial effort throughout 2024 and beyond. We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered remediated until the applicable controls have operated for a sufficient period of time to enable management to conclude, through testing, that these controls are operating effectively. Testing of these newly designed controls is underway.

While we believe the steps taken to date and those planned for implementation will improve the effectiveness of our internal control over financial reporting, we have not completed testing or concluded on the effectiveness of all remediation efforts identified herein. Accordingly, as we continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses described above, we have and will continue to perform additional procedures prescribed by management, including the use of manual mitigating control procedures and employing any additional tools and resources deemed necessary, to ensure that our consolidated financial statements are fairly stated in all material respects.

#### Changes in Internal Control over Financial Reporting

During the three months ended March 31, 2024, there were no changes in the Company’s internal controls over financial reporting, except for the remediation efforts described above, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting except as described above.

## Risk factors

As filed, 378 characters.

Information regarding the Company’s Risk Factors are set forth in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023 as well as the Form 424(b)(7) Prospectus, filed on March 7, 2024. There has been no material change in the risk factors previously disclosed in the Company’s Form 10-K and Form 424(b)(7) for the three and nine months ended March 31, 2024.

Filed May 6, 2024.
Source: SEC EDGAR, the filing index for accession 0001558370-24-006776. Last ingested by Listed: Nov 2, 2026, 11:07 ET. No prices; not investment advice.