UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

OR

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:               Yesx             No¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).              Yesx             No¨

Indicate by check mark whether the registrantRegistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitionthe definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:Act.

Large Accelerated Fileraccelerated filer¨ Accelerated Filerfilerx Non-Accelerated FilerNon-accelerated filer¨ Smaller reporting company¨x

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¨

Indicate by check mark whether the registrantRegistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):

. Yes¨ Nox

Number of shares outstanding of each of the issuer’s classes of common stock, as of: May 4, 2018February 7, 2019

COMMON STOCK, $.01 PAR VALUE PER SHARE     18,716,64118,470,032

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

PART I:                FINANCIAL INFORMATION

Item 1.       Financial Statements

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

See accompanying notes to condensed consolidated financial statements.

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

See accompanying notes to condensed consolidated financial statements.

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

See accompanying notes to condensed consolidated financial statements.

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

See accompanying notes to condensed consolidated financial statements.

NAPCO SECURITY TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCHDECEMBER 31, 2018

NOTE 1 - Nature of Business and Summary of Significant Accounting Policies

Nature of Business:

Napco Security Technologies, Inc. and Subsidiaries (the "Company" or “Napco”) is a diversified manufacturer of security products, encompassing access control systems, door-lockingdoor security products, intrusion and fire alarm systems, alarm communication services, and video surveillance products for commercial and residential use. 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.

The Company's fiscal year begins on July 1 and ends on June 30. Historically, the end users of Napco's products want to install its products prior to the summer; therefore sales of its 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. In addition, demand is affected by the housing and construction markets. Deterioration of the current economic conditions may also affect this trend.

Significant Accounting Policies:

Principles of Consolidation

The unaudited condensed consolidated financial statements of the Company, including these notes, have been prepared by the Company in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and pursuant to the rules and regulations promulgated by the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted or condensed. However, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 20172018 and the notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2017.2018. Results of consolidated operations for the interim periods are not necessarily indicative of a full year’s operating results. The unaudited condensed consolidated financial statements herein include the accounts of the CompanyNapco Security Technologies, Inc. and all of its wholly ownedwholly-owned subsidiaries. All significant inter-company accountsbalances and transactions have been eliminated. Certain prior period balanceseliminated in consolidation.

Reclassification

Amounts previously recorded in cost of sales totaling $1,639,000 and 3,246,000 for the three and six months ending December 31, 2017, respectively, have been reclassified to research and development from cost of sales to conform with the current period presentation.

Accounting Estimates

The preparation of financial statements in conformity with GAAPaccounting principles generally accepted in the United States of America 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. Critical estimates include management's judgments associated with reserves for sales returns and allowances, allowance for doubtful accounts,concentration of credit risk, inventory reserves, intangible assets and income taxes. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The methods and assumptions used to estimate the fair value of the following classes of financial instruments were: Current Assets and Current Liabilities - The carrying amount of cash short-termand cash equivalents, certificates of deposit,deposits, current receivables and payables and certain other short-term financial instruments approximate their fair value as of MarchDecember 31, 2018 due to their short-term maturities; Long-Term Debt - The carrying amounts of the Company’s long-term debt at March 31, 2018 in the amount of $2,000,000 and at June 30, 2017 in the amount of $3,500,000 approximates fair value.maturities.

Cash and Cash Equivalents

Cash and cash equivalents include approximately $460,000 of short-term certificates of deposittime deposits at MarchDecember 31, 2018 and June 30, 2017.2018. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company has cash balances in banks in excess of the maximum amount insured by the FDIC and other international agencies as of MarchDecember 31, 2018 and June 30, 2017.2018. The Company has historically not experienced any credit losses with balances in excess of FDIC limitslimits.

Accounts Receivable

Accounts receivable is stated net of the reserves for doubtful accounts of $180,000$182,000 and $195,000 as of MarchDecember 31, 2018 and $155,000 as of June 30, 2017 and for returns and other allowances of $1,115,000 as of March 31, 2018, and $1,250,000 as of June 30, 2017.respectively. Our reserves for doubtful accounts and for returns and other allowances are subjective critical estimates that have a direct impact on reported net earnings. These reserves are based upon the evaluation of our accounts receivable aging, specific exposures, sales levels and historical trends.

Inventories

Inventories are valued at the lower of cost or net realizable value, (”NRV”), 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.

In addition, the Company records an inventory obsolescence reserve, which represents any excess of the cost of the inventory over its estimated market value, based on various product sales projections. This reserve is calculated using an estimated obsolescence percentage applied to the inventory based on age, historical trends, 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 obsolescence percentage.

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.

Intangible Assets

Intangible assets determined to have indefinite lives are not amortized.amortized but are tested for impairment at least annually. Intangible assets with definite lives are amortized over their useful lives. Indefinite-livedInfinite-lived intangible assets are reviewed for impairment at least annually at the Company’s fiscal year end of June 30 or more often whenever there is an indication that the carrying amount may not be recovered.

The Company’s acquisition of substantially all of the assets and certain liabilities of G. Marks Hardware, Inc. (“Marks”) in August 2008 included intangible assets recorded at fair value on the date of acquisition. The intangible assetscustomer relationships are amortized over their estimated useful lives of twenty years (customer relationships).years. The Marks trade name was deemed to have an indefinite life.

Changes in intangible assets are as follows (in thousands):

Amortization expense for intangible assets subject to amortization was approximately $93,000$79,000 and $111,000$92,000 for the three months ended MarchDecember 31, 2018 and 2017, respectively. Amortization expense for intangible assets subject to amortization was approximately $278,000$157,000 and $331,000$185,000 for the ninesix months ended MarchDecember 31, 2018 and 2017, respectively. Amortization expense for each of the next five fiscal years is estimated to be as follows: 2018 - $371,000; 2019 - $313,000; 2020 -$264,000; 2021 - $223,000; and 2022 - $188,000.$188,000; and 2023 - $159,000. The weighted average amortization period for intangible assets was 10.49.6 years and 11.310.6 years at MarchDecember 31, 2018 and 2017, respectively.

Long-Lived Assets

Long-lived assets 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.

Revenue Recognition

The Company recognizes revenue whenin accordance with Accounting Standards Codification (“ASC”), Topic 606,Revenue from Contracts with Customers, which the following criteria are met: (i) persuasive evidence of an agreement exists, (ii) there is a fixed and determinable price for the Company's product or service, (iii) shipment and passage of title occurs or service has been provided, and (iv) collectability is reasonably assured. Revenues from product sales are recorded at the time the product is shipped or delivered to the customer pursuant to the terms of the sale. Revenues for services are recorded at the time the service is provided to the customer pursuant to the terms of sale. The Company reports its sales on a net sales basis, with net sales being computed by deducting from gross sales the amount of actual sales returns and other allowances and the amount of reserves established for anticipated sales returns and other allowances.

Sales Returns and Other Allowances

The Company analyzes sales returns and is able to make reasonable and reliable estimates of product returns based on the Company’s past history. Estimates for sales returns are based on several factors including actual returns and based on expected return data communicated to it by its customers.adopted effective July 1, 2018. Accordingly, the Company believesrecognizes revenue when its customers obtain control of its products or services, in an amount that its historical returns analysis is an accurate basisreflects the consideration that the Company expects to receive in exchange for its allowancethose goods and services. See Note 2 – Revenue Recognition for sales returns. Actual results could differ from those estimates. As a percentage of gross sales, sales returns, rebatesadditional accounting policies and allowances were 7% and 9% for the three months ended March 31, 2018 and 2017, respectively. As a percentage of gross sales, sales returns, rebates and allowances were 8% for each of the nine months ended March 31, 2018 and 2017.transition disclosures.

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 the three months ended MarchDecember 31, 2018 and 2017 was $171,000$435,000 and $365,000,$462,000, respectively. Advertising expense for the ninesix months ended MarchDecember 31, 2018 and 2017 was $1,274,000$1,085,000 and $1,537,000,$1,103,000, respectively.

Research and Development Costs

Research and development costs incurred by the Company are charged to expense as incurred.incurred and are included in "Operating expenses" in the consolidated statements of operations. Company-sponsored research and development expense for the three months ended MarchDecember 31, 2018 and 2017 was $1,669,000$1,762,000 and $1,698,000,$1,639,000, respectively. Company-sponsored research and development expense for the ninesix months ended MarchDecember 31, 2018 and 2017 was $4,915,000$3,507,000 and $4,935,000,$3,246,000, respectively. These amounts, previously recorded in cost of sales have been reclassified to research and development to conform with the current period presentation.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The enactment of H. R. 1, Tax Cuts and Jobs Act on December 22, 2017 reduced the U. S. Corporate income tax rate to 21% and had a favorable impact on the Company’s net deferred tax liabilities. The effect on the deferred tax assets and liabilities for theof a change in tax raterates is recognized in income in the six and nine month periods ending December 31, 2017 and March 31, 2018, respectively.period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company measures and recognizes the tax implications of positions taken or expected to be taken in its tax returns on an ongoing basis.

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 three months ended MarchDecember 31 (in thousands, except per share data):

No optionsOptions to purchase 11,826 and 870 shares of common stock were excluded for the three months ended MarchDecember 31, 2018 and 2017.2017, 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.

The following provides a reconciliation of information used in calculating the per share amounts for the ninesix months ended MarchDecember 31 (in thousands, except per share data):

Options to purchase 2905,913 and 0435 shares of common stock were excluded for the ninesix months ended MarchDecember 31, 2018 and 2017, 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 twothree share incentive programs as discussed in Note 7.8.

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the vesting period. Determining the fair value of share-based awards at the grant date requires assumptions and judgments about expected volatility and forfeiture rates, among other factors.

Stock-based compensation costs of $5,000$147,000 and $0$103,000 were recognized for the three months ended MarchDecember 31, 2018 and 2017, respectively. Stock-based compensation costs of $141,000$152,000 and $97,000$136,000 were recognized for ninethe six months ended MarchDecember 31, 2018 and 2017, respectively. The effect on both Basic and Diluted Earnings per share was $0.00 for each of the three months ended March 31, 2018 and 2017. The effect on both Basic and Diluted Earnings per share was $0.01 for each of the nine months ended March 31, 2018 and 2017.

Foreign Currency

The Company has determined the functional currency of all foreign subsidiaries is the U.S Dollar. All assetsforeign operations are considered a direct and liabilitiesintegral part or extension of the Company's operations. The day-to-day operations of all foreign subsidiaries are translated into U.S. Dollars at fiscal period-end exchange rates. Income and expense items are translated at average exchange rates prevailing duringdependent on the fiscal period. Theeconomic environment of the U.S Dollar. Therefore, no realized and unrealized gains and losses associated with foreign currency translation as well as related other comprehensive income, were not significantis recorded for the either of the three and ninesix months ended MarchDecember 31, 2018 andor 2017.

Comprehensive Income

For the three and ninesix months ended MarchDecember 31, 2018 and 2017, the Company's operations did not give rise to significantmaterial items includable in comprehensive income, which were not already included in net income. Accordingly, the Company's comprehensive income approximates its net income for all periods presented.

Segment Reporting

The Company’s reportable operating segments are determined based on the Company's management approach. The management approach is based on the way that the chief operating decision maker organizes the segments within an enterprise for making operating decisions and assessing performance. The Company's results of operations are reviewed by the chief operating decision maker on a consolidated basis and the Company operates in only one segment. The Company has presented required geographical data in Note 11.12.

Shipping and Handling Revenues and Costs

The Company records the amount billed to customers for shipping and handling in net sales ($105,000103,000 and $104,000$125,000 in the three months ended MarchDecember 31, 2018 and 2017, respectively and $352,000$204,000 and $349,000$247,000 in the ninesix months ended MarchDecember 31, 2018 and 2017, respectively) and classifies the costs associated with these revenues in cost of sales ($247,000265,000 and $250,000$252,000 in the three months ended MarchDecember 31, 2018 and 2017, respectively and $706,000$547,000 and $683,000$459,000 in the ninesix months ended MarchDecember 31, 2018 and 2017, respectively).

Recently Issued and Adopted Accounting Standards

In March 2016,May 2014, the Financial Accounting Standards Board (“FASB”)(FASB) issued authoritative guidance that changes the way companies account for certain aspects of share-based payments to employees. The most significant impact relates toAccounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amended the accounting standards for income tax effects of share-based compensation awards.revenue recognition. This new guidance is part of the FASB’s simplification initiativestandard superseded all prior revenue recognition standards and requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that all excess tax benefits and tax deficiencies be recorded as income tax expense or benefit inreflects the income statement. In addition, companies are requiredconsideration to treatwhich the tax effects of exercised or vested awards as discrete items in the period that they occur.  Other updates include changing the threshold on tax withholding requirements.  Under this guidance, an employer can withhold up to the maximum statutory withholding rates in a jurisdiction without tainting the award classification.  Additionally, this guidance allows companies to elect a forfeiture recognition method whereby they account for forfeitures as they occur (actual) or they estimate the number of awards expectedentity expects to be forfeited (current GAAP).  Lastly, as it relatesentitled in exchange for those goods or services. The standard also requires more detailed disclosures to public entities,enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers.

The Company adopted this guidance also provides requirementsASU effective July 1, 2018. See Note 2, Revenue Recognition for the cash flow classification of cash paid by an employer when directly withholding shares for tax-withholding purposesadditional accounting policy and excess tax benefits.  This guidance became effective for the Company’s fiscal 2018 first quarter and the guidance prescribes different transition methods for the various provisions (i.e., retrospective, modified retrospective or prospective).  The adoption of this standard did not have a material effect on our consolidated results of operations and financial condition.disclosures.

In February 2016, the FASB issued authoritative guidance that requires lessees to account for most leases on their balance sheets with the liability being equal to the present value of the lease payments.  The right-of-use asset will be based on the lease liability adjusted for certain costs such as direct costs.  Lease expense will be recognized similar to current accounting guidance with operating leases resulting in a straight-line expense and financing leases resulting in a front-loaded expense similar to the current accounting for capital leases.  This guidance becomes effective for the Company’s fiscal 2020 first quarter, with early adoption permitted.  This guidance must be adopted using a modified retrospective transition approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, and provides for certain practical expedients.  The Company is currently evaluating the timing, impact and method of applying this guidance on its consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory” (“ASU 2015-11”). The amendments in ASU 2015-11 simplify the subsequent measurement of inventory by requiring inventory to be measured at the lower of costNOTE 2 – Revenue Recognition and net realizable value (“NRV”). ASU 2015-11 was effective for the Company’s quarter ended September 30, 2017. The adoption of this standard did not have a material effect on our consolidated results of operations and financial condition.Contracts with Customers

In May 2014,Adoption

On July 1, 2018, the FASB issued authoritativeCompany adopted new guidance that defines how companies should report revenueson revenue from contracts with customers.  The standard requires an entitycustomers using the modified retrospective method applied to recognize revenue to depictcontracts that were not completed as of July 1, 2018. Results for reporting periods beginning after July 1, 2018 are presented under the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expectsnew guidance, while prior period amounts are not adjusted and continue to be entitledreported in exchangeaccordance with previous guidance.

The Company recorded a net decrease to opening retained earnings of approximately $720,000 (net of tax benefit of $191,000) as of July 1, 2018, for those goods or services.  It provides companies withthe cumulative impact of adopting the new guidance. The impact primarily related to the change in the recognition and measurement of certain types of variable consideration, which resulted in the increase in sales allowance reserves (i.e. refund liabilities) by a single comprehensive five-step principles-based modelnet of $1,627,000 and increased other assets (i.e. return related assets) by approximately $716,000.

Also, due to use in accounting for revenue and supersedes current revenue recognition requirements, including most industry-specific and transaction-specific revenue guidance.  In August 2015, the FASB deferred the effective dateadoption of the new revenue standard, by one year.  Asthe Company classified certain reserves in respect of refund liabilities that were previously presented as a result, the new standard would not be effectivereduction from receivables, to current liabilities amounting to approximately $2,964,000 as of December 31, 2018. Further, amounts related to promotion payments to customers are now classified as a reduction of sales.

The impact of applying this ASU for the Company until fiscal 2019.  In addition, the FASB is allowing companies to early adopt this guidance for the Company’sthree and six months ended December 31, 2018 fiscal year.  The guidance permitsresulted in an entity to apply the standard retrospectively to all prior periods presented, with certain practical expedients, or apply the requirementsimmaterial change in the year of adoption, through a cumulative adjustment.  The Company will apply this new guidance when it becomes effective and has not yet selected a transition method.  product sales.

Net Sales

The Company is currently evaluatingengaged in one major line of business: the impactdevelopment, manufacture, and distribution of adoptionsecurity 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 its consolidated financial statements.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. The Company has customers worldwide with major concentrations in North America.

Revenue 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.

For product sales the Company typically transfers control at a point in time upon shipment or delivery of the product. For monthly communication services the Company satisfies its performance obligation as the services are rendered and therefore recognizes revenue over the monthly period.

Typically timing of revenue recognition coincides with the timing of invoicing to the customers, at which time the Company has an unconditional right to consideration. As such, the Company typically records a receivable when revenue is recognized.

The contract with the customer states the final terms of the sale, including the description, quantity, and price of each product purchased. Payment for product sales is typically due within 30 and 180 days of the delivery date. Payment for monthly communication services is billed on a monthly basis and is typically due at the beginning of the month of service.

The Company provides limited standard warranty for defective products, usually for a period of 24 to 36 months. The Company 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. The Company establishes reserves for the estimated returns, rebates and credits and measures such variable consideration based on the expected value method using an analysis of historical data. Changes to the estimated variable consideration in subsequent periods are not material.

The Company analyzes sales returns and is able to make reasonable and reliable estimates of product returns based on the Company’s past history. Estimates for sales returns are based on several factors including actual returns and based on expected return data communicated to it by its customers. Accordingly, the Company believes that its historical returns analysis is an accurate basis for its allowance for sales returns. Actual results could differ from those estimates. As a percentage of gross sales, sales returns, rebates and allowances were 5% and 8% for the three months ended December 31, 2018 and 2017, respectively. As a percentage of gross sales, sales returns, rebates and allowances were 7% and 8% for the six months ended December 31, 2018 and 2017, respectively.

In accordance with ASC 606-10-50, 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):

NOTE 23 - Business and Credit Concentrations

An entity is more vulnerable to concentrations of credit risk if it is exposed to risk of loss greater than it would have had if it mitigated its risk through diversification of customers. Such risks of loss manifest themselves differently, depending on the nature of the concentration, and vary in significance. The Company had two customers, both of which are nationwide distributors of the Company’s products,one customer with an accounts receivable balancesbalance that comprised 29%21% and 22% of the Company’s accounts receivable at MarchDecember 31, 2018 and 24% and at June 30, 2017.2018, respectively. Sales to one of these customersthis customer comprised 9%12% and 11% of net sales in both the three and ninesix months ended MarchDecember 31, 2018.2018, respectively. Sales to this customers comprised 13%customer did not exceed 10% of net sales in botheither of the three and nineor six months ended MarchDecember 31, 2017. The Company had another customer with an accounts receivable balance that comprised 12% and 11% of the Company’s accounts receivable at December 31, 2018 and June 30, 2018, respectively. Sales to this customer did not exceed 10% of net sales in either of the three or six months ended December 31, 2018 or 2017.

NOTE 34 - Inventories

Inventories, net of reserves are valued at lower of cost (first-in, first-out method) or NRV.net realizable value. The Company regularly reviews parts and finished goods inventories on hand and, when necessary, records a provision for excess or obsolete inventories. 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.

Inventories, net of reserves consist of the following (in thousands):

NOTE 45 – Property, Plant and Equipment

Property, plant and equipment consist of the following (in thousands):

Depreciation and amortization expense on property, plant, and equipment was approximately $259,000 and $231,000$248,000 for the three months ended MarchDecember 31, 2018 and 2017, respectively. Depreciation and amortization expense on property, plant, and equipment was $743,000approximately $506,000 and $653,000$484,000 for the ninesix months ended MarchDecember 31, 2018 and 2017, respectively.

NOTE 56 - 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 from quarter to quarter 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. ForIn addition, changes in judgment from the three and nine months ended March 31, 2018evaluation of new information resulting in the effectiverecognition, de-recognition or re-measurement of a tax rate was favorably impacted byposition taken in a prior annual period is recognized separately in the enactmentquarter of H.R. 1,the change.

On December 22, 2017, the U.S. government passed the Tax Cuts and Jobs Act (the “Act”“Tax Act”) on December 22, 2017.. The Tax Act reducedis comprehensive tax legislation effective January 1, 2018 that implements complex changes to the U.S. Corporate incometax code including, but not limited to, the reduction of the corporate tax rate from 35% to 21% and resulted in a $286,000 reduction inincludes provisions to tax GILTI. We are subject to the Company’s net deferred tax liabilities. As the Company has aGILTI provisions effective for fiscal year ended June 30, fiscal year-end, the lower corporate income2019. The Tax Act also imposed a one-time transition tax rate will be phased in, resulting in a U.S. federal statutory rate of approximately 27.55% for fiscal 2018 and a 21% U.S. federal statutory rate for subsequent fiscal years. The Company reported $208,000 of provisional expense on its unremitted foreign earnings. Accounting Standard Codificationcodification (“ASC”) 740 requires filers to record the effects of tax law changes in the period enacted. However, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”), that permits filers to record provisional amounts during a measurement period ending no later than one year from the date of the Act’s enactment. As of MarchDecember 31, 2018, the Company has not completedfinalized its accounting for the income tax effects of enactment of the Act; however,Tax Act and no additional expense was recorded since the final transition tax liability was equal to the $381,000 provisional expense reported in the fiscal year ended 6/30/2018.

For the six months ended December 31, 2018, the Company has maderecognized a reasonable estimatenet income tax expense of the effects on the existing deferred balances as well as the computation of the one-time transition tax. In addition, changes in judgment from the evaluation of new information resulting in the recognition de-recognition or re-measurement of a tax position taken in a prior annual period is recognized separately in the quarter of the change.

$667,000. During the ninesix months ended MarchDecember 31, 2018, the Company increased its reserve for uncertain income tax positions by $29,000.$35,000. 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 MarchDecember 31, 2018, the Company had accrued interest totaling $0 and $212,000$256,000 of unrecognized net tax benefits that, if recognized, would favorably affect the Company’s effective income tax rate in any future period. The Company uses the flow through method to account for investmentclaims research and development (“R&D”) tax credits earned on eligible research and development expenditures. Under this method, the investmentThe R&D tax credits are recognized as a reduction to income tax expense.

The Company does not expect that our unrecognized tax benefits will significantly change within the next twelve months. We file a consolidated U.S. income tax return and tax returns in certain state and local and foreign jurisdictions. As of MarchDecember 31, 2018 we remain subject to examination in all tax jurisdictions for all relevant jurisdictional statutes for fiscal years 20142015 and thereafter.

In November 2018, the Company received a Notice of Proposed Adjustment ("NOPA") from the Internal Revenue Service (IRS) proposing an adjustment to income for the fiscal 2016 tax year regarding deemed dividends based on its interpretation under IRC Section 956 arising from the intercompany balances on the books of the Company. The incremental tax liability associated with the income adjustment proposed in the NOPA would be approximately $1.8 million, excluding any interest and penalties. The Company strongly believes that the position of the IRS with regard to this matter is inconsistent with the provisions of the IRC Section 956 and management believes that the Company will prevail, and that the tax originally paid in fiscal 2016 is correct, as such no additional reserve for this tax uncertainty has been recognized. However, there can be no assurance that this matter will ultimately be resolved in the Company's favor.

The Company has identified its U.S. Federal income tax return and its State return in New York as its major tax jurisdictions.

NOTE 67 - Long-Term Debt

As of MarchDecember 31, 2018, long-term debt consisted of a revolving line of credit facility of $11,000,000 (the “Revolving Credit Facility”(“Agreement”) which expires in June 2021.

Outstanding balances and interest rates asThere were no outstanding borrowings under the revolving line of Marchcredit at either December 31, 2018 andor June 30, 2017 are as follows (dollars in thousands):2018.

The Revolving Credit Facility (the “Agreement”) alsoAgreement provides for a LIBOR-based interest rate option of LIBOR plus 1.15% to 2.00%, depending on the ratio of outstanding debt to EBITDA, which is to be measured and adjusted quarterly, a prime rate-based option of the prime rate plus 0.25% and other terms and conditions as more fully described in the Agreement. In addition, the Agreement provides for availability under the Revolving Credit Facility to be limited to the lesser of $11,000,000 or the result of a borrowing base formula based upon the Company’s Accounts Receivables and Inventory values net of certain deductions. The Company’s obligations under the Agreement continue to be secured by all of its assets, including but not limited to, deposit accounts, accounts receivable, inventory, and the Company’s corporate headquarters in Amityville, NY, equipment and fixtures and intangible assets. In addition, the Company’s wholly-owned subsidiaries, with the exception of the Company’s foreign subsidiaries, have issued guarantees and pledges of all of their assets to secure the Company’s obligations under the Agreement. All of the outstanding common stock of the Company’s domestic subsidiaries and 65% of the common stock of the Company’s foreign subsidiaries has been pledged to secure the Company’s obligations under the Agreement.

The Agreement contains various restrictions and covenants including, among others, restrictions on payment of dividends, restrictions on borrowings and compliance with certain financial ratios, as defined in the Agreement.

NOTE 78 - 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.  The Company recorded non-cash compensation expense relating to stock-based compensation of $5,000$147,000 and $0$103,000 for the three months ended MarchDecember 31, 2018 and 2017, respectively ($0.00 per basic and diluted share for each period). The Company recorded non-cash compensation expense relating to stock-based compensation of $141,000 and $97,000$152,000 and $136,000 for the ninesix months ended MarchDecember 31, 2018 and 2017, respectively ($0.010.00 per basic and diluted share for each period).

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 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”), 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 MarchDecember 31, 2018, 75,00071,700 stock options were granted 43,200and outstanding, 36,500 stock options were exercisable and 818,900797,900 stock options were available for grant under this plan.

The fair value of each option granted during the six months ended December 31, 2018 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

The following table reflects activity under the 2012 Employee Plan for the ninesix months ended MarchDecember 31,:

18,1009,500 and 34,0002,500 stock options were exercised during the threesix months ended MarchDecember 31, 2018 and 2017, respectively. $45,000$24,000 and $0$16,000 of cash was received from option exercises during the threesix months ended MarchDecember 31, 2018 and 2017, respectively, and the actual tax benefit realized for the tax deductions from option exercises was $13,000 and $0, for each of these periods. 20,600 and 35,500 stock options were exercised during the nine months ended March 31, 2018 and 2017, respectively. $61,000 and $49,000 was received from option exercises during the nine months ended March 31, 2018 and 2017, respectively, and the actual tax benefit realized for the tax deductions from option exercises was $0 for each of these periods. 11,000 of the options exercised during the three and nine months ended March 31, 2018 were settled by exchanging 5,406 shares of the Company’s common stock which were retired and returned to authorized.

The following table summarizes information about stock options outstanding under the 2012 Employee Plan at MarchDecember 31, 2018:

As of MarchDecember 31, 2018, there was $156,000$262,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Employee Plan. 5,00024,000 and 020,000 options were granted during the threesix months ended March 31, 2018 and 2017, respectively. 25,000 and 5,000 options were granted during the nine months ended MarchDecember 31, 2018 and 2017, respectively. The total fair value of the options vesting during the three months ended MarchDecember 31, 2018 and 2017 under this plan was $2,000$26,000 and $0,$80,000, respectively. The total fair value of the options vesting during the ninesix months ended MarchDecember 31, 2018 and 2017 under this plan was $84,000$39,000 and $75,000,$80,000, respectively.

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 50,000 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 MarchDecember 31, 2018, 29,20027,800 stock options were granted, 15,20013,800 stock options were exercisable and no further stock options were available for grant under this plan.

The following table reflects activity under the 2012 Non-Employee Plan for the ninesix months ended MarchDecember 31,:

No

11,000 and 0 stock options were exercised during the three or ninesix months ended MarchDecember 31, 2018.2018 and 2017, respectively. No cash was received from option exercises during either of the three or ninesix months ended MarchDecember 31, 2018 or 2017 and the actual tax benefit realized for the tax deductions from option exercises was $28,000 and $0, forrespectively.

The following table summarizes information about stock options outstanding under the 2012 Non-Employee Plan at December 31, 2018:

As of December 31, 2018, there was $50,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 2012 Non-Employee Plan. 0 and 15,000 options were granted during the six months ended December 31, 2018 and 2017, respectively. The total fair value of the options vesting during each of these periods. 15,600the three months ended December 31, 2018 and 20,8002017 under this plan was $22,000. The total fair value of the options vesting during the six months ended December 31, 2018 and 2017 under this plan was $22,000 and $39,000, 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 50,000 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 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 December 31, 2018, 20,000 stock options were granted, 4,000 stock options were exercisable and 30,000 stock options were available for grant under this plan.

The fair value of each option granted during the six months ended December 31, 2018 was estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:

The following table reflects activity under the 2018 Non-Employee Plan for the six months ended December 31,:

No stock options were exercised during the three and ninesix months ended MarchDecember 31, 2018 or 2017. All of the 20,800 exercises were settled in cashless exercises by exchanging 9,998 shares of the Company’s common stock which were retired and returned to unissued status. No cash was received from option exercises during either of the three and ninesix months ended MarchDecember 31, 2018 or 2017 and the actual tax benefit realized for the tax deductions from option exercises was $0 for each of these periods.

The following table summarizes information about stock options outstanding under the 20122018 Non-Employee Plan at MarchDecember 31, 2018:

As of MarchDecember 31, 2018, there was $72,000$164,000 of unearned stock-based compensation cost related to share-based compensation arrangements granted under the 20122018 Non-Employee Plan. 020,000 and 15,0000 options were granted during the three and ninesix months ended March 31, 2018, respectively. No options were granted during the three or nine months ended March 31, 2017. The total fair value of the options vesting during each of the three months ended MarchDecember 31, 2018 and 2017, under this plan was $0.respectively. The total fair value of the options vesting during the ninethree months ended MarchDecember 31, 2018 and 2017 under this plan was $39,000$41,000 and $22,000,$0, respectively. The total fair value of the options vesting during the six months ended December 31, 2018 and 2017 under this plan was $41,000 and $0, respectively.

2002 Employee Stock Option Plan

In December 2002, the stockholders approved the 2002 Employee Stock Option Plan (the “2002 Employee Plan”). This plan expired in October 2012. This plan authorized the granting of awards, the exercise of which would allow up to an aggregate of 1,836,000 shares of the Company's common stock to be acquired by the holders of such awards. Under this plan, the Company may have granted stock options, which were intended to qualify as incentive stock options (ISOs), to key employees. Any plan participant who was granted ISOs and possessed more than 10% of the voting rights of the Company's outstanding common stock must have been granted an option with a price of at least 110% of the fair market value on the date of grant.

Under the 2002 Employee Plan, stock options have been granted to key employees with a term of 10 years at an exercise price equal to the fair market value on the date of grant and are exercisable in whole or in part at 20% per year from the date of grant. At MarchDecember 31, 2018, 1,471,480 stock options had been granted and no stock options were exercisable. Nogranted or exercisable and no further stock options were available for grant under this plan after the plan’splans expiration in October 2012.

The following table reflects activity under the 2002 Employee plan for the ninesix months ended MarchDecember 31,:

5,0000 and 87,0005,000 stock options were exercised during the three and ninesix months ended MarchDecember 31, 2018 and 2017, respectively. 80,500 of the 87,000The 5,000 exercises were settled in cashless exercises by exchanging 18,7622,815 shares of the Company’s common stock which were retired and returned to unissued status. The remaining 6,500 exercises were paid for in cash. No cash was received from option exercises during either of the three or ninesix months ended MarchDecember 31, 2018 and the actual tax benefit realized for the tax deductions from option exercises was $0 for each of these periods. $40,000 was received from option exercises during the three and nine months ended March 31, 2017 and the actual tax benefit realized for the tax deductions from option exercises was $0 for each of these periods.

NOTE 89 – Stockholders’ Equity Transactions

On September 16, 2014 the Company’s board of directors authorized the repurchase of up to 1 million of the approximately 19.4 million shares of the Company’s common stock then outstanding. On December 21, 2018 the Company’s board of directors authorized the repurchase of up to an additional 500,000 shares. As of December 31, 2018 there was an aggregate 522,397 shares that may yet be purchased under the two repurchase plans. The repurchaserepurchases will 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. Relative toThe Company repurchased 186,393 shares at a weighted average price of $14.13 under these plans during the Loan Agreement describedsix months ended December 31, 2018. Shares repurchased through December 31, 2018 are included in Note 6, the Company’s lender gave its consent to this stock repurchase plan. 122,795 and 145,395 shares were purchased under this plan during the three and nine months ended MarchTreasury Stock as of December 31, 2018, respectively. As of March 31, 2018 the Company may still repurchase 231,390 shares under this plan.

2018.

NOTE 910 - 401(k) Plan

The Company maintains a 401(k) plan (“the Plan”) that covers all U.S. non-union employees with one or more years of service and is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code. Company contributions to this plan are discretionary and totaled $35,000$31,000 and $32,000$33,000 for the three months ended MarchDecember 31, 2018 and 2017, respectively, and $99,000$65,000 and $87,000$64,000 for the ninesix months ended MarchDecember 31, 2018 and 2017, respectively.

NOTE 1011 - Commitments and Contingencies

Leases

The Company is committed under various operating leases, not including the land lease discussed below, which do not extend beyond fiscal 2023.

Rent expense, with the exception of the land lease referred to below, totaled approximately $11,000$12,000 and $6,000$7,000 for the three months ended MarchDecember 31, 2018 and 2017, respectively and $24,000$23,000 and $17,000$13,000 for the ninesix months ended MarchDecember 31, 2018 and 2017, respectively.

Land Lease

On April 26, 1993, one of the Company's foreign subsidiaries entered into a 99 year lease, expiring in 2092, for approximately four acres of land in the Dominican Republic at an annual cost of $288,000, on which the Company's principal production facility is located.

Litigation

In the normal course of business, the Company is a party to claims and/or litigation. Management believes that the settlement of such claims and/or litigation, considered in the aggregate, will not have a material adverse effect on the Company's financial position and results of operations.

Employment Agreements

As of MarchDecember 31, 2018, the Company was obligated under three employment agreements and one severance agreement. The employment agreements are with the Company’s CEO, Senior Vice President of Sales and Marketing (“the SVP of Sales”) and the Senior Vice President of Engineering (“the SVP of Engineering”). The employment agreement with the CEO provides for an annual salary of $730,000,$752,000, 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 year's 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 Sales expires in October 20182020 and provides for an annual salary of $334,000, a bonus arrangement for fiscal 20182019 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 employment agreement with the SVP of Engineering expires in August 20182020 and provides for an annual salary of $302,000, a bonus arrangement for fiscal 20182019 and, if terminated by the Company without cause, severance of nine month’s salary and continued company-sponsored health insurance for six months from the date of termination. The severance agreement is with the Senior Vice President of Operations and Finance and provides for, if terminated by the Company without cause or within three months of a change in corporate control of the Registrant, severance of nine month’s salary, continued company-sponsored health insurance for six months from the date of termination and certain non-compete and other restrictive provisions. Each of the severance agreements with the SVP of Sales, the SVP of Engineering and the Senior Vice President of Operations and Finance contains non-compete restrictions for three years after the employee’s termination of employment.

NOTE 11 -Note 12 – Geographical Data

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. 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.

Financial Information Relating to Domestic and Foreign Operations (in thousands)