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 actually 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, 2020 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,
wireless communication services for intrusion and fire alarm systems as well as
a leading provider of school safety solutions. We offer a diversified array of
security products, encompassing access control systems, door-locking products,
intrusion and fire alarm systems and video surveillance products. These products
are used for commercial, residential, institutional, industrial and governmental
applications, and are sold worldwide 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. While recurring service revenues have
continued to increase during the COVID-19 pandemic, equipment sales were
negatively impacted by the economic slowdown associated with this pandemic.

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 best-known
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 product lines. Today, millions of 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. In the
event that 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.

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Seasonality

The Company's fiscal year begins on July 1 and ends on June 30. Historically,
the end users of the Company'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 for our products is affected by the housing and construction
markets. Deterioration of the current economic conditions may also affect this
trend.

Our fourth quarter of fiscal 2020 and the first and second quarters of fiscal
2021 reflected the challenging business environment resulting from the COVID-19
pandemic. The COVID-19 pandemic has caused difficulties for security equipment
professionals getting access to both commercial and residential installation
sites. We sell our products primarily through distribution to dealers and we are
now seeing strong sell-through statistics from several of our largest
distributors. Increased sell-through of our products from our distributors to
the alarm and locking dealers during the quarter as compared to the same quarter
last year, which was pre COVID-19, indicates that security equipment
professionals are getting increased access to both commercial and residential
installation sites and using more and more of our products.

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 2020 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




                                         Three months ended December 31,          Six months ended December 31,
                                             (dollars in thousands)                   (dollars in thousands)
                                                                % Increase/                             % Increase/
                                         2020         2019      (decrease)       2020         2019       (decrease)

Net sales: equipment revenues         $   19,016    $ 20,045         (5.13) %  $  34,914    $ 40,966        (14.77) %
service revenues                           8,189       5,784          41.58 %     15,464      11,148          38.72 %
                                          27,205      25,829           5.33 %     50,378      52,114         (3.33) %
Gross profit: equipment                    4,417       7,443        (40.66) %      9,008      14,726        (38.83) %
services                                   6,986       4,684          49.15 %     13,087       8,919          46.73 %
                                          11,403      12,127         (5.97) %     22,095      23,645         (6.56) %

Gross profit as a % of net sales:          41.92 %     46.95 %      (10.73)

%      43.86 %     45.37 %       (3.34) %
equipment                                  23.23 %     37.13 %      (37.44) %      25.80 %     35.95 %      (28.23) %
services                                   85.31 %     80.98 %         5.34 %      84.63 %     80.01 %         5.78 %

Research and development                   1,884       1,823           3.35 %      3,773       3,572           5.63 %
Selling, general and
administrative                             5,850       6,310         (7.29) %     11,999      12,470         (3.78) %
Selling, general and
administrative as a percentage of
net sales                                  21.50 %     24.43 %      (11.98) %      23.82 %     23.93 %       (0.46) %
Operating income                           3,669       3,994         (8.14) %      6,323       7,603        (16.84) %
Interest expense (income), net                 3         (9)       (133.33)

%          9         (2)       (550.00) %
Provision for income taxes                   469         431           8.82 %        798         800         (0.25) %
Net income                                 3,197       3,572        (10.50) %      5,516       6,805        (18.94) %




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Results of Operations

Sales for the three months ended December 31, 2020 increased by $1,376,000 to
$27,207,000 as compared to $25,829,000 for the same period a year ago. Sales for
the six months ended December 31, 2020 decreased by $1,736,000 to $50,378,000 as
compared to $52,114,000 for the same period a year ago. The increase in sales
for the three months ended December 31, 2020 was due primarily to increased
recurring communication service revenues ($2,405,000) and sales of intrusion and
access products ($463,000) as partially offset by a decrease in sales of
door-locking products ($1,492,000). Sales of the Company's door-locking products
continue to be negatively impacted by the COVID-19 pandemic. The decrease in
sales for the six months ended December 31, 2020 was due primarily to decreased
sales of door-locking products ($5,826,000) and intrusion and access products
($226,000) as partially offset by an increase in recurring communication service
revenues ($4,316,000)

Gross profit for the three months ended December 31, 2020 decreased to
$11,403,000 or 41.9% of sales as compared to $12,127,000 or 47.0% of sales for
the same period a year ago. Gross profit on equipment sales for the three months
ended December 31, 2020 decreased to $4,417,000 or 23.2% of equipment sales as
compared to $7,443,000 or 37.1% of equipment sales for the same period a year
ago. Gross profit on sales of services for the three months ended December 31,
2020 increased to $6,986,000 or 85.3% of service sales as compared to $4,684,000
or 81.0% of service sales for the same period a year ago. Gross profit for the
six months ended December 31, 2020 decreased to $22,095,000 or 43.9% of sales as
compared to $23,645,000 or 45.4% of sales for the same period a year ago. Gross
profit on equipment sales for the six months ended December 31, 2020 decreased
to $9,008,000 or 25.8% of equipment sales as compared to $14,726,000 or 36.0% of
equipment sales for the same period a year ago. Gross profit on sales of
services for the six months ended December 31, 2020 increased to $13,087,000 or
84.6% of service sales as compared to $8,919,000 or 80.0% of service sales for
the same period a year ago. The decrease in gross profit and gross profit as a
percentage of equipment sales for the three and six months was primarily due to
the decrease in net sales of equipment, an unfavorable shift in product mix from
door-locking products to intrusion products as well as lower overhead absorption
which resulted from the Company's lower purchasing and production levels. The
lower levels of component part purchases and production were due to the
Company's efforts to reduce its inventory levels as well as the reduced hardware
revenues discussed above. The increase in gross profit and gross profit as a
percentage of service sales for the three and six months ended December 31, 2020
was due primarily to the increase in service revenues as well as a favorable
shift in service product mix to higher margin service plans.

Research and development expenses for the three months ended December 31, 2020
increased $61,000 to $1,884,000 as compared to $1,823,000 for the same period a
year ago. Research and development expenses for the six months ended December
31, 2020 increased $201,000 to $3,773,000 as compared to $3,572,000 for the same
period a year ago. These increases were due primarily to increased payroll.

Selling, general and administrative expenses for the three months ended December
31, 2020 decreased 7.3% to $5,850,000 from $6,310,000 for the same period a year
ago. Selling, general and administrative expenses as a percentage of net sales
decreased to 21.5% for the three months ended December 31, 2020 as compared to
24.4% for the same period a year ago. Selling, general and administrative
expenses for the six months ended December 31, 2020 decreased 3.8% to
$11,999,000 from $12,470,000 for the same period a year ago. Selling, general
and administrative expenses as a percentage of net sales remained relatively
constant at 23.8% for the six months ended December 31, 2020 as compared to
23.9% for the same period a year ago. The decreases in Selling, general and
administrative expenses and as a percentage of sales for the three and six
months was primarily due to decreased travel, tradeshow and stock option
expense.

Interest expense, net for the three months ended December 31, 2020 remained
relatively constant at $3,000 as compared to $(9,000) for the same period a year
ago. Interest expense, net for the six months ended December 31, 2020 remained
relatively constant at $9,000 as compared to $(2,000) for the same period a year
ago.

The Company's provision for income taxes for the three months ended December 31,
2020 increased by $38,000 to $469,000 as compared to $431,000 for the same
period a year ago. The Company's provision for income taxes for the six months
ended December 31, 2020 remained relatively constant at $798,000 as compared to
$800,000 for the same period a year ago. The increase in the provision for
income taxes for the three months was primarily due to accrued interest and
state tax resulting from the Company's settlement of the IRS audit for the
fiscal year ended June 30, 2016 as well as higher taxable income in the U.S, as
compared to income in the DR. The Company's effective rate for income tax was
13% and 11% for the three months and the six months ended December 31, 2020

and
2019, respectively.

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Net income for the three months ended December 31, 2020 decreased by $375,000 to
$3,197,000 or $0.17 per diluted share as compared to $3,572,000 or $0.19 per
diluted share for the same period a year ago. Net income for the six months
ended December 31, 2020 decreased by $1,289,000 to $5,516,000 or $0.30 per
diluted share as compared to $6,805,000 or $0.37 per diluted share for the same
period a year ago. The decrease in net income for the three and six months ended
December 31, 2020 was primarily due to the items described above.

Liquidity and Capital Resources



During the three months ended December 31, 2020 the Company utilized a portion
of its cash generated from operations ($390,000 of $8,938,000) to purchase
property, plant and equipment. 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 December 31, 2020 decreased by $1,709,000 as compared to
June 30, 2020.  This decrease is primarily the result of the higher sales volume
of equipment during the quarter ended June 30, 2020, which is typically the
Company's highest, as compared to the quarter ended December 31, 2020 as well as
extending longer payment terms for certain customers during the quarter ended
June 30, 2020 to assist them during the economic slowdown resulting from the
COVID-19 pandemic.



Inventories at December 31, 2020 decreased by $3,719,000 from June 30, 2020.
This decrease is primarily the result of the Company utilizing some of the
additional inventory it had built up during the COVID-19 pandemic as partially
offset by level-loading its production output throughout the year, whereas the
Company's sales are typically highest in the fourth quarter. The non-current
portion of inventory increased $2,391,000 primarily due to the Company reducing
its production planning in response to decreased demand during the COVID
pandemic.



Accounts payable and accrued expenses other than accrued income taxes decreased by $2,683,000 as of December 31, 2020 as compared to June 30, 2020. This decrease was due primarily to the Company's efforts to reduce its inventory levels by decreasing purchases of component parts and production levels.


As of December 31, 2020, the Company maintained a revolving credit facility of
$11,000,000 which expires in June 2024 and term loans from the U.S. Small
Business Administration totaling $3,904,000 through its Payroll Protection
Program ("PPP"). As of December 31, 2020, the Company had no outstanding
borrowings and $11,000,000 in availability under the revolving credit facility
and $3,904,000 outstanding under the PPP term loans. The Company's long-term
debt is described more fully in Note 7 to the condensed consolidated financial
statements. The facility contains various restrictions and covenants including,
among others, restrictions on borrowings and compliance with certain financial
ratios, as defined in the agreement.



As of December 31, 2020 the Company had no material commitments for capital expenditures or inventory purchases other than purchase orders issued in the normal course of business.

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