UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Quarter ended December 31, 1995
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number 0-7885
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-0898545
State of Incorporation I.R.S. Employer Identification Number
10324 S. Dolfield Road, Owings Mills, MD 21117
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 410-363-3000
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section 13 and 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months and (2) has been subject to the filing
requirements for at least the past 90 days.
YES X NO _____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Date Class Shares Outstanding
February 9, 1996 Common Stock, $.01 par value 3,245,587
<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
INDEX
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets at December 31, 1995 and March 31, 1995
Consolidated statements of operations for the nine months ended
December 31, 1995 and 1994 and three months ended December 31, 1995
and 1994
Consolidated statements of cash flows for the nine months ended
December 31, 1995 and 1994
Notes to consolidated financial statements
Item 2. Management's discussion and analysis of results of
operations and financial condition
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports
- 2 -
<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
<TABLE>
Dec 31, 1995 March 31, 1995 <S>
<C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 273,905 $ 173,809
Time deposits 8,677 8,322
Accounts receivable:
Trade (less allowance for doubtful
accounts of $30,360 at
December 31, 1995 and $50,000 at
March 31, 1995) 2,392,745 3,129,869
Officers and employees 38,668 33,192
2,431,413 3,163,061
Inventories:
Finished goods 4,610,859 4,252,825
Raw materials-foreign locations 154,243 163,756
4,765,102 4,416,581
Prepaid expenses 508,662 427,716
TOTAL CURRENT ASSETS 7,987,759 8,189,489
INVESTMENT IN JOINT VENTURE 3,587,131 3,366,951
PROPERTY, PLANT AND EQUIPMENT 2,027,805 2,074,073
OTHER ASSETS 113,064 102,333
$13,715,759 $13,732,846
</TABLE>
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<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
Dec 31, 1995 March 31, 1995 <S>
<C> <C>
CURRENT LIABILITIES
Short-term borrowings $ 3,611,057 $ 3,869,711
Current maturity of long-term debt 12,833 106,666
Accounts payable 518,098 560,064
Accounts payable - joint venture 750,000 750,000
Accrued liabilities:
Payroll, commissions and payroll taxes 134,712 128,600
Other 40,750 46,043
175,462 174,643
TOTAL CURRENT LIABILITIES 5,067,450 5,461,084
LONG-TERM DEBT, less current portion 1,281,165 497,222
SHAREHOLDERS' EQUITY
Common stock, $.01 par value per share;
authorized 20,000,000 shares; issued
3,245,587 shares at December 31, 1995
and 3,245,382 shares at March 31, 1995 32,456 32,454
Additional paid-in capital 10,429,587 10,429,398
Retained earnings (deficit) (3,094,899) (2,687,312)
7,367,144 7,774,540
$13,715,759 $13,732,846
See notes to consolidated financial statements
</TABLE>
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<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
For the Nine Months Ended
Dec 31, 1995 Dec 31, 1994 <S>
<C> <C>
Net sales $15,275,355 $19,285,135
Cost of goods sold 12,634,997 16,436,532
2,640,358 2,848,603
Research and development expense 164,778 367,274
Selling, general and administrative expense 2,707,113 3,186,674
Operating (loss) (231,533) (705,345)
Other income (expense):
Interest income 3,926 3,567
Interest expense (399,713) (419,070)
Other (447) 3,050
(396,234) (412,453)
(LOSS) BEFORE EQUITY IN
EARNINGS OF JOINT VENTURE (627,767) (1,117,798)
Equity in earnings of joint venture 220,180 707,564
NET (LOSS) $ (407,587) $ (410,234)
Per common share amounts:
Primary $ (.13) $ (.13)
Fully diluted (.13) (.13)
Weighted average number of common
shares outstanding
Primary 3,245,568 3,242,064
Fully diluted 3,245,568 3,242,064
See notes to consolidated financial statements
</TABLE>
- 5 -
<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
For the Three Months Ended
Dec 31, 1995 Dec 31, 1994 <S>
<C> <C>
Net sales $ 5,317,826 $ 5,956,198
Cost of goods sold 4,087,389 5,049,954
1,230,437 906,244
Research and development expense 56,716 117,326
Selling, general and administrative expense 976,345 1,150,867
Operating income (loss) 197,376 (361,949)
Other income (expense):
Interest income 1,033 1,259
Interest expense (141,316) (161,279)
Other 2,003 (1,014)
(138,280) (161,034)
EARNINGS (LOSS) BEFORE EQUITY IN
EARNINGS OF JOINT VENTURE 59,096 (522,983)
Equity in (loss) earnings of joint venture (8,503) 59,082
NET INCOME (LOSS) $ 50,593 $ (463,901)
Per common share amounts:
Primary $ .02 $ (.14)
Fully diluted .02 (.14)
Weighted average number of common
shares outstanding
Primary 3,245,587 3,245,175
Fully diluted 3,245,587 3,245,175
See notes to consolidated financial statements
</TABLE>
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<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
For the Nine Months Ended
Dec 31, 1995 Dec 31, 1994 <S>
<C> <C>
OPERATING ACTIVITIES
Net (loss) $ (407,587) $ (410,234)
Adjustments to reconcile net (loss) to net
cash used in operating activities:
Depreciation and amortization 135,788 144,350
Provision for losses on accounts receivable 10,987
Undistributed earnings of joint venture (220,180) (707,564)
(Gain) on sale of property, plant & equipment (7,200)
Changes in operating assets and liabilities:
Decrease in accounts receivable 731,648 904,691
(Increase) in inventories and
prepaid expenses (429,467) (52,338)
(Decrease) in accounts payable
and accrued expenses (41,147) (52,685)
(Increase) in other assets (10,731) (5,179)
NET CASH (USED IN) OPERATING ACTIVITIES (241,676) (175,172)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (89,520) (91,467)
(Increase) in commercial paper and time deposits (355) (199)
Proceeds from sale of property, plant and
equipment 7,200
NET CASH (USED IN) INVESTING ACTIVITIES (89,875) (84,466)
FINANCING ACTIVITIES
Net (repayment) issuance of short-term debt (258,654) 165,276
Proceeds from issuance of long-term debt 1,300,000 110,000
Principal payments on long-term debt (609,890) (76,944)
Proceeds from issuance of common stock
under stock option plan and employee
stock purchase plan 191 595
NET CASH PROVIDED BY FINANCING ACTIVITIES 431,647 198,927
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 100,096 (60,711)
Cash and cash equivalents at beginning of period 173,809 275,138
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 273,905 $ 214,427
Supplemental information:
Interest paid $ 399,713 $ 283,406
Income taxes paid - -
See notes to consolidated financial statements
</TABLE>
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<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Statement of Management - The financial information included herein
is unaudited and does not include all disclosures normally included
in financial statements presented in accordance with generally
accepted accounting principles. The interim financial information
should be read in connection with the financial statements and
related notes in the Company's annual report on Form 10-K for the
year ended March 31, 1995. The results for the interim period are
not necessarily indicative of the results expected for the year.
The accompanying interim information reflects all adjustments
(consisting of normal recurring accruals) which are, in the opinion
of management, necessary to a fair statement of the results for the
interim periods.
Per Share Data - Primary and fully diluted net income per share is
computed by dividing net income (loss) by the weighted average
number of common and common equivalent shares outstanding. Common
equivalent shares include the dilutive effect of outstanding stock
options calculated under the treasury stock method.
Cash Equivalents - The Company considers all highly liquid
investments with a maturity of three months or less when purchased
to be cash equivalents.
Joint Venture - The Company maintains a 50% interest in a joint
venture with a Hong Kong corporation (Hong Kong joint venture)
which has facilities in the People's Republic of China, for the
manufacturing of consumer electronic products. Additionally, the
Hong Kong joint venture has a 30% interest in a separate joint
venture with a People's Republic of China company to manufacture
and sell a portable cellular telephone primarily in China.
Included in the results of the Hong Kong joint venture for the nine
months ended December 31, 1994 is $500,000 of profit related to a
$3.5 million contract for the design and development of the
cellular telephone. The contract is being accounted for under the
percentage of completion method. The following represents
summarized income statement information of the Hong Kong joint
venture for the nine months ended December 31, 1995 and 1994:
1995 1994
Sales $8,136,727 $10,585,397
Gross Profit 1,451,206 2,644,649
Net Income 440,361 1,415,128
Commitments - The Company has employment agreements with two of its
officers, both expiring on March 31, 1998. The combined fixed
aggregate annual remuneration under these agreements is $500,000
per year. In addition, the agreements provide incentive
compensation to these officers based on the Company's achievement
of certain levels of earnings. Outstanding letter of credit
commitments approximated $362,000 at December 31, 1995.
- 8 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Nine Months Ended December 31, 1995 Compared to
Nine Months Ended December 31, 1994
Sales - Net sales for the nine months ended December 31, 1995 were
$15,275,355 compared to $19,285,135 for the comparable nine months
in the prior fiscal year, a decrease of $4,009,780. Net sales of
security products increased by $1,309,511, as compared to the nine
months ended December 31, 1994. Net sales of telecommunications
and video products decreased by $2,883,459 and $2,435,832,
respectively, from the comparable period of the previous year. The
decrease in video and telecommunications sales was due to a
decreased demand for certain of the Company's video and
telecommunications products by its private label customers. The
increase in security sales was due to the demand for certain of the
Company's new products.
Net Income - The Company reported a net loss of $407,587 for the
nine months ended December 31, 1995 compared to a net loss of
$410,234 for the corresponding nine months of the prior fiscal
year. The Company's gross margin declined by $208,000, which was
due to the decline in sales described above, partially offset by an
improvement of 2.5% in gross margin as a percentage of sales.
Additionally, expenses declined by $682,000 as described below,
partially offset by a decline in joint venture earnings of
$487,000. The primary reason for the increase in gross margin as
a percentage of sales was the Company's sales emphasis on products
with higher gross margins.
Expenses - Research, selling, general and administrative expenses
decreased by approximately $682,000 from the comparable nine months
in the prior year. As a percentage of sales, research, selling,
general and administrative expenses were 19% for the nine months
ended December 31, 1995 and 18% for the same period in the prior
fiscal year. The most significant reason for the decrease in
expenses was the savings resulting from the implementation of the
Company's cost reduction program.
Interest Expense and Income - The Company's interest expense, net
of interest income, decreased from $415,503 for the nine months
ended December 31, 1994 to $395,787 for the comparable period in
1995.
Three Months Ended December 31, 1995 Compared to
Three Months Ended December 31, 1994
Sales - Net sales for the three months ended December 31, 1995 were
$5,317,826 compared to $5,956,198 for the comparable three months
in the prior fiscal year, a decrease of $638,372. Net sales of
security products increased by $995,374, as compared to the quarter
ended December 31, 1994. Net sales of telecommunications and video
products decreased by $741,667 and $892,079, respectively from the
same quarter last year. The decrease in video and
telecommunications sales was due to a decreased demand for certain
of the Company's video and telecommunications products by its
private label customers. The increase in security sales was due to
the demand for certain of the Company's new products.
- 9 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Net Income - The Company reported net income of $50,093 for the
quarter ended December 31, 1995 compared to a net loss of $463,901
for the corresponding quarter of the prior fiscal year. The
Company's gross margin improved by $324,000, which was due to an
improvement of 8% in gross margin as a percentage of sales,
partially offset by the decline in sales described above.
Additionally, expenses declined by $235,000 as described below,
partially offset by a decline in joint venture earnings of $68,000.
The primary reason for the increase in gross margin as a percentage
of sales was the Company's sales emphasis on products with higher
gross margins.
Expenses - Research, selling, general and administrative expenses
decreased by approximately $235,000 from the comparable three
months in the prior year. As a percentage of sales, research,
selling, general and administrative expenses were 19% for the three
months ended December 31, 1995 and 21% for the same period in the
last fiscal year. The decrease in selling, general and
administrative expenses was primarily due to the savings resulting
from the implementation of the Company's cost reduction program.
Interest Expense and Income - The Company's interest expense, net
of interest income, decreased from $160,020 for the three months
ended December 31, 1994 to $140,283 for the comparable quarter in
1995.
Financial Condition and Liquidity - Cash needs of the Company are
currently met by funds generated from operations and its line of
credit with a financial institution, which supplies both short-term
borrowings and letters of credit to finance foreign inventory
purchases. The Company's maximum line of credit is currently the
lower of $7,500,000 or specified percentages of the Company's
accounts receivable and inventory. Approximately $3,973,000 has
been utilized in letter of credit commitments and short-term
borrowings as of December 31, 1995. As of December 31, 1995, the
amount available for borrowings under the line was approximately
$100,000, based on the specified percentages.
The outstanding principal balance of the revolving credit line is
payable upon demand. The interest rate on the revolving credit
line is equal to 1% in excess of the prime rate of interest charged
by the Company's lender. The loan is secured by the Company's
accounts receivable and inventory. During the nine months ended
December 31, 1995, working capital increased by $191,904.
Operating activities used cash of $241,676 for the nine months
ended December 31, 1995. This was primarily due to the loss from
operations and an increase in inventories of $348,521, partially
offset by a decrease in accounts receivable of $731,648. For the
same period last year, operating activities used cash of $175,172.
This was primarily due to the loss from operations and the
undistributed earnings from the Company's joint venture, partially
offset by a decrease in accounts receivable of $904,691.
- 10 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Investing activities used cash of $89,875 in the current quarter
and $84,466 in the same quarter last year, consisting primarily of
purchases of equipment.
Financing activities provided cash of $431,647, primarily due to
issuance of long-term debt of $1,300,000, partially offset by net
repayment of short-term debt of $258,654 and the retirement of
long-term debt of $609,890. For the same period last year,
financing activities provided cash of $198,927, primarily due to
the net issuance of short-term debt.
During the nine months ended December 31, 1995, the Company
refinanced the mortgage on its headquarters building. The terms of
the new financing are a $1,300,000 loan repayable in 60 equal
monthly installments of principal and interest based on a 25 year
amortization schedule, with an interest rate of 10%. The full
outstanding balance is due at the end of the 60 month period. The
refinancing resulted in an increase in cash available to the
Company of approximately $700,000.
Hong Kong Joint Venture - Net sales of the joint venture for the
nine months and three months ended December 31, 1995 were
$8,136,727 and $2,078,668, respectively, compared to $10,585,397
and $2,669,389, respectively, for the comparable nine months and
three months in the prior fiscal year. The decrease in sales was
primarily due to decreased sales of telecommunications and video
products to the Company which was due to the decreased demand for
certain of these products by the Company's private label customers.
Net income for the nine months ended December 31, 1995 was $440,361
and net loss for the three months ended December 31, 1995 was
$17,005, compared to net income of $1,415,128 and $118,164
respectively, in the comparable nine months and three months last
year. Included in the results for the nine months ended December
31, 1994 is $500,000 of profit related to a $3.5 million contract
for the design and development of the cellular telephone under a
separate joint venture arrangement. Exclusive of this item, the
decrease in net income was primarily due to the decrease in sales.
Selling, general and administrative expenses were $1,172,463 (14%
of sales) and $348,381 (17% of sales), respectively, for the nine
months and three months ended December 31, 1995 and were $1,392,442
(13% of sales) and $462,798 (17% of sales) for the comparable
periods last year.
Cash needs of the Hong Kong joint venture are currently met by
funds generated from operations. During the nine months ended
December 31, 1995, working capital decreased by $71,133 from
$2,656,378 on March 31, 1995 to $2,585,245 on December 31, 1995.
- 11 -
<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
PART II
Item 1. Legal Proceedings
On November 2, 1995, the Company was served with a Complaint
filed by Black & Decker (U.S.) Inc. and related entities
against the Company and others in the United States District
Court for the Eastern District of Virginia. The Complaint
alleges patent and copyright infringement by the Company in
connection with one of its products. The Complaint seeks
triple damages for the infringement, costs and attorneys'
fees, and various injunctive relief prohibiting further
infringement. The Company engaged patent counsel to defend
the suit.
As a result of a series of hearings, the Court enjoined the
Company from further manufacture of its original design of the
products (which it had already sold out), ordered a full trial
to determine whether there was actual infringement by the
original design and determined that the Company could market
its redesigned version of the product.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits included herein:
Exhibit Number
11.1 Statement of computation of per share earnings.
(b) Reports on Form 8-K were filed during the quarter for
which this report is filed.
Form 8-K filed January 22, 1996 dated January 19, 1996.
Item 4. Changes in Registrant's Certifying
Accountant
- 12 -
<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNIVERSAL SECURITY INSTRUMENTS, INC.
Dated: February 13, 1996 Harvey Grossblatt
HARVEY GROSSBLATT
Executive Vice President
Dated: February 13, 1996 Ira Bormel
IRA BORMEL
Principal Financial Officer
EXHIBIT 11.1
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
For the Nine Months Ended
Dec 31, 1995 Dec 31, 1994
Amount Per Share Amount Per Share <S>
<C> <C> <C> <C>
PRIMARY:
Average shares outstanding 3,245,568 3,241,711
Dilutive stock options-
based on the treasury
stock method using the
average market price 353
Adjusted shares outstanding 3,245,568 3,242,064
Net (loss) $ (407,587) $ (.13) $ (410,234) $ (.13)
</TABLE>
<TABLE>
For the Three Months Ended
Dec 31, 1995 Dec 31, 1994
Amount Per Share Amount Per Share <S>
<C> <C> <C> <C>
PRIMARY:
Average shares outstanding 3,245,175 3,245,139
Dilutive stock options-based
on the treasury stock
method using the average
market price 36
Adjusted shares outstanding 3,245,175 3,245,175
Net income (loss) $ 50,593 $ .02 $ (463,901) $ (.14)
</TABLE>
<PAGE>
EXHIBIT 11.1
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
For the Nine Months Ended
Dec 31, 1995 Dec 31, 1994
Amount Per Share Amount Per Share <S>
<C> <C> <C> <C>
FULLY DILUTED:
Average shares outstanding 3,245,568 3,241,711
Dilutive stock options-based
on the treasury stock
method using the quarter-
end market price if higher
than the average market
price 353
Adjusted shares outstanding 3,245,568 3,242,064
Net (loss) $ (407,587) $ (.13) $ (410,234) $ (.13)
</TABLE>
<TABLE>
For the Three Months Ended
Dec 31, 1995 Dec 31, 1994
Amount Per Share Amount Per Share <S>
<C> <C> <C> <C>
FULLY DILUTED:
Average shares outstanding 3,245,175 3,245,139
Dilutive stock options-based
on the treasury stock
method using the quarter-
end market price if higher
than the average market
price 36
Adjusted shares outstanding 3,245,175 3,245,175
Net income (loss) $ 50,593 $ .02 $ (463,901) $ (.14)
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> MAR-31-1995 MAR-31-1995
<PERIOD-END> DEC-31-1995 DEC-31-1995
<CASH> 273,905 273,905
<SECURITIES> 8,677 8,677
<RECEIVABLES> 2,461,773 2,461,773
<ALLOWANCES> 30,360 30,360
<INVENTORY> 4,765,102 4,765,102
<CURRENT-ASSETS> 7,987,759 7,987,759
<PP&E> 2,811,829 2,811,829
<DEPRECIATION> 783,484 783,484
<TOTAL-ASSETS> 13,715,759 13,715,759
<CURRENT-LIABILITIES> 5,067,450 5,067,450
<BONDS> 0 0
0 0
0 0
<COMMON> 32,456 32,456
<OTHER-SE> 7,334,688 7,334,688
<TOTAL-LIABILITY-AND-EQUITY> 13,715,759 13,715,759
<SALES> 5,317,826 15,275,355
<STOTAL-REVENUES> 5,317,826 15,275,355
<CGS> 4,087,389 12,634,997
<TOTAL-COSTS> 4,087,389 12,634,997
<OTHER-EXPENSES> 1,033,061 2,871,891
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 141,316 399,713
<INCOME-PRETAX> 50,593 (407,587)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 50,593 (407,587)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 50,593 (407,587)
<EPS-PRIMARY> .02 (.13)
<EPS-DILUTED> .02 (.13)
</TABLE>
