SEC Comment Letter 0000000000-25-002473 to NAPCO SECURITY TECHNOLOGIES, INC (NSSC)
NAPCO SECURITY TECHNOLOGIES, INC
Date: March 6, 2025 · CIK: 0000069633 · Accession: 0000000000-25-002473
AI Filing Summary & Sentiment
File numbers found in text: 000-10004
Letter
March 6, 2025 Kevin S. Buchel Chief Financial Officer Napco Security Technologies, Inc. 333 Bayview Avenue Amityville, New York 11701 Re:Napco Security Technologies, Inc. Form 10-K for the Fiscal Year Ended June 30, 2024 Form 10-Q for the Quarterly Period Ended December 31, 2024 Form 8-K, filed February 3, 2025 File No. 000-10004 Dear Kevin S. Buchel: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-Q for the Quarterly Period Ended December 31, 2024 Note 1 - Nature of Business and Summary of Significant Accounting Policies, page 9 1.Please provide disclosure as to whether all adjustments which are, in the opinion of management, necessary to a fair statement of the quarterly interim financial statements have been made, and if so, further state if all such adjustments are of a normal recurring nature. Refer to Rule 10-01(b)(8) of Regulation S-X.
Form 8-K, Filed February 3, 2025 Exhibit 99.1 Earnings Release, page 1 Refer to reconciliation table of non-GAAP measures of performance and address the following: 2.
March 6, 2025 Page 2 •Provide a reconciliation of Adjusted EBITDA per diluted share to the most directly comparable measure of net income per diluted share. Refer to the Staff's Compliance and Disclosure Interpretations ("C&DIs") on Non-GAAP Financial Measures, Question 102.05 whereby non-GAAP per share performance measures should be reconciled to GAAP earnings per share.
•We note your Adjusted EBITDA computation includes nonrecurring legal expenses (income). Provide disclosure of the nature of these nonrecurring legal expenses (income) in your MD&A discussion in future filings. Further, as legal costs are considered to be normal, recurring, cash operating expenses, it is not clear how you determined these costs to be nonrecurring and eliminating them from non-GAAP performance measures is appropriate or complies with Question 100.01 of the C&DIs on Non-GAAP Financial Measures. Please more fully explain to us why you believe this adjustment is appropriate or tell us how you plan to revise your computation of Adjusted EBITDA in future filings to remove this adjustment.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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March 6, 2025
Kevin S. Buchel
Chief Financial Officer
Napco Security Technologies, Inc.
333 Bayview Avenue
Amityville, New York 11701
Re:Napco Security Technologies, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2024
Form 10-Q for the Quarterly Period Ended December 31, 2024
Form 8-K, filed February 3, 2025
File No. 000-10004
Dear Kevin S. Buchel:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Quarterly Period Ended December 31, 2024
Note 1 - Nature of Business and Summary of Significant Accounting Policies, page 9
1.Please provide disclosure as to whether all adjustments which are, in the opinion of
management, necessary to a fair statement of the quarterly interim financial
statements have been made, and if so, further state if all such adjustments are of a
normal recurring nature. Refer to Rule 10-01(b)(8) of Regulation S-X.
Form 8-K, Filed February 3, 2025
Exhibit 99.1 Earnings Release, page 1
Refer to reconciliation table of non-GAAP measures of performance and address the
following:
2.
March 6, 2025
Page 2
•Provide a reconciliation of Adjusted EBITDA per diluted share to the most
directly comparable measure of net income per diluted share. Refer to the Staff's
Compliance and Disclosure Interpretations ("C&DIs") on Non-GAAP Financial
Measures, Question 102.05 whereby non-GAAP per share performance measures
should be reconciled to GAAP earnings per share.
•We note your Adjusted EBITDA computation includes nonrecurring legal
expenses (income). Provide disclosure of the nature of these nonrecurring legal
expenses (income) in your MD&A discussion in future filings. Further, as legal
costs are considered to be normal, recurring, cash operating expenses, it is not
clear how you determined these costs to be nonrecurring and eliminating them
from non-GAAP performance measures is appropriate or complies with Question
100.01 of the C&DIs on Non-GAAP Financial Measures. Please more fully
explain to us why you believe this adjustment is appropriate or tell us how you
plan to revise your computation of Adjusted EBITDA in future filings to remove
this adjustment.
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Beverly Singleton at 202-551-3328 or Jean Yu at 202-551-3305 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing