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 June 30, 1997
( ) 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 (1) 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
August 1, 1997 Common Stock, $.01 par value 3,245,587
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
INDEX
Part I - FINANCIAL INFORMATION
Item l. Financial Statements
Consolidated balance sheets at June 30, 1997 and March
31, 1997
Consolidated statements of operations for the three
months ended June 30, 1997 and 1996
Consolidated statements of cash flows for the three
months ended June 30, 1997 and 1996
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
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
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<S> <C> <C>
June 30, 1997 March 31, 1997
CURRENT ASSETS
Cash $ 83,951 $ 150,452
Accounts receivable:
Trade (less allowance for
doubtful accounts of $50,000
at June 30, 1997 and
March 31, 1997) 1,482,330 1,723,979
Officers and employees 974 1,545
1,483,304 1,725,524
Inventories:
Finished goods 2,959,513 2,900,910
Raw materials-foreign locations 121,410 127,656
3,080,923 3,028,566
Prepaid expenses 318,367 369,439
TOTAL CURRENT ASSETS 4,966,545 5,273,981
INVESTMENT IN JOINT VENTURE 2,522,879 2,508,957
PROPERTY, PLANT AND EQUIPMENT 1,718,965 1,757,488
OTHER ASSETS 16,690 16,690
TOTAL ASSETS $9,225,079 $9,557,116
See notes to consolidated financial statements
</TABLE>
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
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<S> <C> <C>
June 30, 1997 March 31, 1997
CURRENT LIABILITIES
Short-term borrowings $ 1,399,563 $ 1,363,641
Current maturity of
long-term debt 89,655 89,655
Accounts payable 1,138,070 1,502,193
Accrued liabilities:
Payroll, commissions and
payroll taxes 51,665 45,991
Other 14,726 18,948
TOTAL CURRENT LIABILITIES 2,693,679 3,020,428
LONG-TERM DEBT, less current
portion 1,321,952 1,344,211
SHAREHOLDERS' EQUITY
Common stock, $.01 par value
per share; authorized
20,000,000 shares; issued
3,245,587 shares at June 30,
1997 and March 31, 1997 32,456 32,456
Additional paid-in capital 10,429,588 10,429,588
Retained earnings (deficit) (5,252,596) (5,269,567)
TOTAL SHAREHOLDERS' EQUITY 5,209,448 5,192,477
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 9,225,079 $ 9,557,116
See notes to consolidated financial statements
</TABLE>
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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<S> <C> <C>
For the Three Months Ended
June 30, 1997 June 30, 1996
Net sales $3,357,777 $4,346,913
Cost of goods sold 2,709,796 3,500,311
647,981 846,602
Research and development expense 62,831 48,455
Selling, general and administrative
expense 511,633 1,102,821
Operating income (loss) 73,517 (304,674)
Other income (expense):
Interest income 1,220 1,665
Interest expense (71,688) (113,040)
Other (449,968)
(70,468) (561,343)
EARNINGS (LOSS) BEFORE EQUITY
IN EARNINGS OF JOINT VENTURE 3,049 (866,017)
Equity in earnings of joint venture 13,922 18,414
NET EARNINGS (LOSS) $ 16,971 $ (847,603)
Per common share amounts:
Primary $ .01 $ (.26)
Fully diluted .01 (.26)
Weighted average number of common
shares outstanding
Primary 3,245,587 3,245,587
Fully diluted 3,245,587 3,245,587
See notes to consolidated financial statements
</TABLE>
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<S> <C> <C>
For the Three Months Ended
June 30, 1997 June 30, 1996
OPERATING ACTIVITIES
Net earnings (loss) $ 16,971 $(847,603)
Adjustments to reconcile net earnings
(loss) to net cash (used in) provided
by operating activities:
Depreciation and amortization 39,748 41,677
(Undistributed) distributed
earnings of joint venture (13,922) 992,213
Legal settlement 300,000
Changes in operating assets and liabilities:
Decrease in accounts receivable 242,220 535,263
Increase in inventories and
prepaid expenses (1,285) (281,564)
Decrease in accounts payable
and accrued expenses (362,671) (252,332)
NET CASH (USED IN) PROVIDED BY
OPERATING ACTIVITIES (78,939) 487,654
INVESTING ACTIVITIES
Property, plant and equipment (1,225)
Increase in time deposits (72)
NET CASH USED IN INVESTING ACTIVITIES (1,225) (72)
FINANCING ACTIVITIES
Net borrowings (repayment) of short-term debt 35,922 (403,854)
Principal payments on long-term debt (3,509) (3,194)
Payment on legal settlement (18,750)
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 13,663 (407,048)
(DECREASE) INCREASE IN CASH (66,501) 80,534
Cash at beginning of period 150,452 97,793
CASH AT END OF PERIOD $ 83,951 $ 178,327
Supplemental information:
Interest paid $ 71,688 $ 111,844
Income taxes paid - -
See notes to consolidated financial statements
</TABLE>
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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, 1997. 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 adjustments), 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.
Earnings Per Share - The Company will adopt Statement of Financial
Accounting Standard No. 128, "Earnings Per Share" ("SFAS 128") effective
April 1, 1998, as required. The standard specifies the computation,
presentation and disclosure requirements for earnings per share. The pro
forma basic earnings per common share and the pro forma diluted earnings
per common share, as computed under the provision of SFAS 128 for the
quarter ended June 30, 1997, were each $0.01. Basic and diluted pro forma
earnings per share, as computed under the provisions of SFAS 128, are the
same previously reported for the quarter ended June 30, 1996.
Income Taxes - No income tax provision has been provided for the quarter
ended June 30, 1997 because of the Company's unrecognized deferred income
tax benefits related to the carryforward of prior years' operating losses.
Joint Venture - The Company maintains a 50% interest in a joint venture
with a Hong Kong corporation (Hong Kong joint venture) which has
manufacturing facilities in the People's Republic of China, for the
manufacturing of consumer electronic products. The following represents
summarized income statement information of the Hong Kong joint venture for
the quarters ended June 30, 1997 and 1996:
1997 1996
Net sales $2,098,476 $1,859,574
Gross profit 353,252 396,569
Net income 27,844 36,828
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 $300,000 per year. In
addition, the agreements provide incentive compensation to these officers
based on the Company's achievement of certain levels of earnings.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Three Months Ended June 30, 1997 Compared to
Three Months Ended June 30, 1996
Sales - Net sales for the three months ended June 30, 1997 were
$3,357,777 compared to $4,346,913 for the comparable three months
in the prior fiscal year, a decrease of $989,136. Net sales of
security products decreased by $1,441,921 as compared to the
quarter ended June 30, 1996. Net sales of telecommunications and
video products increased by $373,933 and $78,852, respectively,
as compared to the quarter ended June 30, 1996. The decrease in
security sales was due primarily to lower sales of smoke
detectors and flexible flashlights. The increase in
telecommunications and video sales was due to an increased demand
for certain of the Company's telecommunications and video
products.
Net Income - The Company reported a net profit of $16,971 for the
quarter ended June 30, 1997 compared to net loss of $847,603 for
the corresponding quarter of the prior fiscal year. The increase
in net income was due primarily to lower selling and general
administrative costs of $591,188 in the 1997 quarter and the 1996
quarter including a $450,000 charge for the settlement of Black &
Decker's patent infringement suit against the Company.
Expenses - Research, selling, general and administrative expenses
decreased by approximately $577,000 from the comparable three
months in the prior year. As a percentage of sales, research,
selling, general and administrative expenses were 17% for the
three months ended June 30, 1997 and 25% for the same period in
the last fiscal year. The reduction in expenses was due to the
Company's cost reduction program.
Interest Expense and Income - The Company's interest expense, net
of interest income, decreased from $111,375 for the quarter ended
June 30, 1996 to $70,468 for the quarter ended June 30, 1997. The
lower interest expenses resulted from lower levels of borrowing.
Financial Condition and Liquidity - Cash needs of the Company are
currently met by funds generated from operations and the
Company's 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 bank
line of credit is currently the lower of $7,500,000 or specified
percentages of the Company's accounts receivable and inventory.
Approximately $1,443,000 has been utilized in letter of credit
commitments and short-term borrowings as of June 30, 1997. As of
June 30, 1997, the amount available for borrowings under the line
was approximately $130,000 based on the specified percentages.
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<PAGE>
The outstanding principal balance of the revolving credit line is
payable upon demand. The interest rate on the revolving credit
line is equal to 1-1/2% in excess of the prime rate of interest
charged by the Company's lender. The loan is collateralized by
the Company's accounts receivable, inventory and a 1.5 acre
parcel of the Company's real estate.
Operating activities used cash of $78,939 for the quarter ended
June 30, 1997. This was primarily due to a decrease in accounts
receivable of $242,220 and a decrease in accounts payable and
accrued expenses of $362,671. For the same period last year,
operating activities provided cash of $487,654.
Investing activities used cash of $1,225 in the current quarter
and $72 in the same quarter last year.
Financing activities provided cash of $13,663. For the same
period last year, financing activities used $407,048, primarily
due to the net repayments of short-term debt of $403,854.
The Company believes that its line of credit and its working
capital provide it with sufficient resources to meet its
requirements for liquidity and working capital in the ordinary
course of its business over the next twelve months.
Hong Kong Joint Venture - Net sales of the joint venture for the
three months ended June 30, 1997 were $2,098,476 compared to
$1,859,574 for the comparable three months in the prior fiscal
year. The increase in sales was primarily due to increased sales
of telecommunications and video products to the Company.
Net income was $27,844 for the quarter ended June 30, 1997
compared to $36,828 in the comparable quarter last year.
Selling, general and administrative expenses were $322,821 and
$430,224 for the quarter ended June 30, 1997 and 1996,
respectively. As a percentage of sales, expenses were 15% and
23% for 1997 and 1996, respectively.
Interest income net of interest expense was $20,854 for the
quarter ended June 30, 1997 compared to $13,023 for the same
quarter last year.
Cash needs of the Hong Kong joint venture are currently met by
funds generated from operations. During the quarter ended June
30, 1997, working capital decreased by $378,049 from $1,648,274
on March 31, 1997 to $1,270,225 on June 30, 1997.
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
PART II
Item 6. Exhibits and Reports on Form 8-K
(b) No reports on Form 8-K were filed during the
quarter for which this report is filed.
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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: August 12, 1997 Harvey Grossblatt
HARVEY GROSSBLATT
President, Chief Financial Officer
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 83,951
<SECURITIES> 0
<RECEIVABLES> 1,533,304
<ALLOWANCES> 50,000
<INVENTORY> 3,080,923
<CURRENT-ASSETS> 4,966,545
<PP&E> 1,758,713
<DEPRECIATION> 39,748
<TOTAL-ASSETS> 9,225,079
<CURRENT-LIABILITIES> 2,693,679
<BONDS> 0
0
0
<COMMON> 32,456
<OTHER-SE> 5,176,992
<TOTAL-LIABILITY-AND-EQUITY> 9,225,079
<SALES> 3,357,777
<TOTAL-REVENUES> 3,357,777
<CGS> 2,709,796
<TOTAL-COSTS> 2,709,796
<OTHER-EXPENSES> 574,464
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 71,658
<INCOME-PRETAX> 16,971
<INCOME-TAX> 0
<INCOME-CONTINUING> 16,971
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,971
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
