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 September 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 (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
November 10, 1997 Common Stock, $.01 par value 3,245,587
<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
INDEX
Part I - FINANCIAL INFORMATION
Item l. Financial Statements
Consolidated balance sheets at September 30, 1997 and
March 31, 1997
Consolidated statements of operations for the six months
ended September 30, 1997 and 1996 and three months ended
September 30, 1997 and 1996
Consolidated statements of cash flows for the six months
ended September 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
- 2 -
<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
<TABLE>
September 30, 1997 March 31, 1997
<S> <C> <C>
CURRENT ASSETS
Cash $ 71,966 $ 150,452
Accounts receivable:
Trade (less allowance for
doubtful accounts of $50,000
at September 30, 1997 and
March 31, 1997) 1,547,045 1,723,979
Officers and employees 2,070 1,545
1,549,115 1,725,524
Inventories:
Finished goods 2,385,856 2,900,910
Raw materials-foreign locations 111,113 127,656
2,496,969 3,028,566
Prepaid expenses 260,050 369,439
TOTAL CURRENT ASSETS 4,378,100 5,273,981
INVESTMENT IN JOINT VENTURE 2,605,121 2,508,957
PROPERTY, PLANT AND EQUIPMENT 1,680,821 1,757,488
OTHER ASSETS 16,690 16,690
TOTAL ASSETS $8,680,732 $9,557,116
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
September 30, 1997 March 31, 1997
<S> <C> <C>
CURRENT LIABILITIES
Short-term borrowings $ 1,228,414 $ 1,363,641
Current maturity of long-term debt 89,655 89,655
Accounts payable 777,006 1,502,193
Accrued liabilities:
Payroll, commissions and
payroll taxes 42,420 45,991
Other 11,742 18,948
TOTAL CURRENT LIABILITIES 2,149,237 3,020,428
LONG-TERM DEBT, less current portion 1,299,607 1,344,211
SHAREHOLDERS' EQUITY
Common stock, $.01 par value
per share; authorized 20,000,000
shares; issued 3,245,587 shares at
September 30, 1997 and March 31, 1997 32,456 32,456
Additional paid-in capital 10,429,588 10,429,588
Retained earnings (deficit) (5,230,156) (5,269,567)
TOTAL SHAREHOLDERS' EQUITY 5,231,888 5,192,477
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 8,680,732 $ 9,557,116
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
For the Six Months Ended
Sept 30, 1997 Sept 30, 1996
<S> <C> <C>
Net sales $6,653,275 $9,584,018
Cost of goods sold 5,381,462 8,010,923
1,271,813 1,573,095
Research and development expense 142,394 117,831
Selling, general and
administrative expense 1,042,656 1,836,223
Operating income (loss) 86,763 (380,959)
Other income (expense):
Interest income 1,942 1,557
Interest expense (146,882) (239,987)
Other 1,424 (138,381)
(143,516) (376,811)
LOSS BEFORE EQUITY IN
EARNINGS OF JOINT VENTURE (56,753) (757,770)
Equity in earnings of joint venture 96,164 81,291
NET INCOME (LOSS) $ 39,411 $ (676,479)
Per common share amounts:
Primary $ .01 $ (.21)
Fully diluted .01 (.21)
Weighted average number of common
shares outstanding
Primary 3,245,587 3,245,587
Fully diluted 3,245,587 3,245,587
</TABLE>
See notes to consolidated financial statements.
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
For the Three Months Ended
Sept 30, 1997 Sept 30, 1996
<S> <C> <C>
Net sales $3,295,498 $5,237,105
Cost of goods sold 2,671,666 4,510,611
623,832 726,494
Research and development expense 79,563 69,376
Selling, general and
administrative expense 531,023 733,402
Operating income (loss) 13,246 (76,284)
Other income (expense):
Interest income 722 (108)
Interest expense (75,194) (126,647)
Other 1,424 311,287
(73,048) 184,532
(LOSS) EARNINGS BEFORE EQUITY
IN EARNINGS OF JOINT VENTURE (59,802) 108,248
Equity in earnings of joint venture 82,242 62,877
NET INCOME $ 22,440 $ 171,125
Per common share amounts:
Primary $ .01 $ .05
Fully diluted .01 .05
Weighted average number of common
shares outstanding
Primary 3,245,587 3,245,587
Fully diluted 3,245,587 3,245,587
</TABLE>
See notes to consolidated financial statements.
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<PAGE>
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
For the Six Months Ended
Sept 30, 1997 Sept 30, 1996
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings (loss) $ 39,411 $ (676,479)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Depreciation and amortization 78,454 83,311
Provision for losses on accounts receivable 24,229
(Undistributed) distributed earnings of
joint venture (96,164) 940,781
Gain on sale of property, plant and equipment (311,287)
Legal settlement 300,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 176,409 (1,192,126)
Decrease in inventories and prepaid expenses 640,986 361,983
(Decrease) increase in accounts payable and
accrued expenses (735,964) 268,523
Increase in other assets (3,178)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 103,132 (204,243)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,785)
Decrease in commercial paper and time deposits 8,748
Proceeds on sale of property, plant and equipment 407,880
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (1,785) 416,628
FINANCING ACTIVITIES
Net repayment of short-term debt (135,227) (55,292)
Payment on legal settlement (37,500) (100,000)
Principal payments on long-term debt (7,106) (25,452)
NET CASH USED IN FINANCING ACTIVITIES (179,833) (180,744)
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (78,486) 31,641
Cash and cash equivalents at beginning of period 150,452 97,793
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 71,966 $ 129,434
Supplemental information:
Interest paid $ 146,882 $ 239,987
Income taxes paid - -
</TABLE>
See notes to consolidated financial statements
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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, 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 (loss) per share is
computed by dividing the 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.
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 and six months ended September 30, 1997, were each
$0.01 due to roundings. Basic and diluted pro forma earnings per share, as
computed under the provisions of SFAS 128, are the same previously reported for
the quarter and six months ended September 30, 1996.
Income Taxes - No income tax provision has been provided for the quarter and
six months ended September 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 six months ended September
30, 1997 and 1996:
<TABLE>
1997 1996
<S> <C> <C>
Net sales $4,173,627 $4,523,655
Gross profit 781,359 675,671
Net income 192,328 162,582
</TABLE>
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
Six Months Ended September 30, 1997 Compared to
Six Months Ended September 30, 1996
Sales - Net sales for the six months ended September 30, 1997 were $6,653,275
compared to $9,584,018 for the comparable six months in the prior fiscal year,
a decrease of $2,930,743. Net sales of security and video products decreased
by $2,294,492 and $1,245,448, respectively. Security sales decreased as a
result of lower demand for certain security products of the Company. The
decrease in video sales resulted primarily from decreased demand from a private
label customer for cable converters. The sales decrease was partially offset by
an increase of $609,197 in telecommunications sales resulting from increased
sales of the Company's Caller ID products.
Net Income - The Company reported net income of $39,411 for the six months
ended September 30, 1997 compared to a net loss of $676,479 for the
corresponding six months of the prior fiscal year. The increase in net income
resulted from higher gross margins and lower selling, general and
administrative expenses resulting from the Company's cost containment program.
Included in the September 1996 results was the settlement of a patent
infringement case including fees and expenses of $450,000, partially offset by
the gain on the sale of unused, unimproved real estate.
Expenses - Research, selling, general and administrative expenses decreased by
$769,004 from the comparable six months in the prior year. The decrease in
selling, general and administrative expenses resulted from the Company's cost
containment program. As a percentage of sales, research, selling, general and
administrative expenses were 18% for the six months ended September 30, 1997
and 20% for the same period in the prior fiscal year.
Interest Expense and Income - The Company's interest expense, net of interest
income, was $144,940 for the six months ended September 30, 1997 compared to
$238,430 for the same period in 1996. The decrease in interest expense resulted
from lower levels of borrowings.
- 9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Three Months Ended September 30, 1997 Compared to
Three Months Ended September 30, 1996
Sales - Net sales for the three months ended September 30, 1997 were $3,295,498
compared to $5,237,105 for the comparable three months in the prior fiscal
year, a decrease of $1,941,607. Net sales of video, security and
telecommunications products decreased by $1,324,300, $537,145 and $80,162,
respectively. The decrease in video sales resulted primarily from decreased
demand from a private label customer for cable converters. The decrease in
security and telecommunications sales resulted from lower demand for certain
products of the Company.
Net Income - The Company reported net income of $22,440 for the quarter ended
September 30, 1997 compared to net income of $171,125 for the corresponding
quarter of the prior fiscal year. The decrease in net income was primarily due
to the sale of an unused, unimproved parcel of real estate which resulted in a
gain of approximately $311,000 in the quarter ended September 30, 1996.
Expenses - Research, selling, general and administrative expenses decreased by
$192,192 from the comparable three months in the prior year. The decrease in
selling, general and administrative expenses resulted from the Company's cost
containment program. As a percentage of sales, research, selling, general and
administrative expenses were 19% for the three months ended September 30, 1997
and 15% for the same period in the last fiscal year.
Interest Expense and Income - The Company's interest expense, net of interest
income, was $74,472 for the quarter ended September 30, 1997 compared to
$126,755 for the comparable period in 1996. The decrease in interest expense
resulted from lower levels of short-term debt.
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 $1,259,359 has been
utilized in letter of credit commitments and short-term borrowings as of
September 30, 1997. As of September 30, 1997, the amount available for
borrowings under the line was approximately $120,000 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 1.5% in
excess of the prime rate of interest charged by the Company's lender. The loan
is collateralized by the Company's accounts receivable and inventory and a 1.5
acre parcel of the Company's real estate.
- 10 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Operating activities provided cash of $103,132 for the six months ended
September 30, 1997. This was primarily due to a decrease in accounts receivable
of $176,409 and in inventories and prepaid expenses of $640,986, partially
offset by a decrease in accounts payable and accrued expenses of $735,964. For
the same period last year, operating activities used cash of $204,243. This was
primarily due to a net loss of $676,479, and an increase in accounts receivable
of $1,192,126, partially offset by a partnership distribution of $1,000,000, a
decrease in inventory and an increase in accounts payable and accrued expenses.
Investing activities used cash of $1,785 in the current six months and provided
cash of $416,628 in the same six months last year as a result of proceeds from
the sale of unused, unimproved real estate.
Financing activities used cash of $179,833 primarily due to repayment of short-
term debt. For the same period last year, financing activities used cash of
$180,744, primarily due to a payment on a legal settlement of $100,000 and
other debt payments.
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,
depending on the ability of the Company to retain its financing, which may be
dependent upon the Company's results of operations.
Hong Kong Joint Venture - Net sales of the joint venture for the six months and
three months ended September 30, 1997 were $4,173,627 and $2,098,476,
respectively, compared to $4,523,655 and $2,664,081, respectively, for the
comparable six months and three months in the prior fiscal year. The decrease
in sales was primarily due to decreased sales of telecommunications and video
products of the Company.
Net income for the six months and three months ended September 30, 1997 was
$192,328 and $164,484, respectively, compared to $162,582 and $125,754
respectively, in the comparable six months and three months last year.
Selling, general and administrative expenses were $688,367 (16% of sales) and
$322,821 (15% of sales), respectively, for the six months and three months
ended September 30, 1997 and were $689,505 (15% of sales) and $336,685 (13% 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 six months ended September 30, 1997, working
capital increased by $335,516 from $1,648,274 on March 31, 1997 to $1,983,790
on September 30, 1997.
- 11 -
<PAGE>
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.
- 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: November 10, 1997 Harvey Grossblatt
HARVEY GROSSBLATT
President, Chief Financial Officer
- 13 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> MAR-31-1997 MAR-31-1997
<PERIOD-END> SEP-30-1997 SEP-30-1997
<CASH> 71,966 71,966
<SECURITIES> 0 0
<RECEIVABLES> 1,599,115 1,599,115
<ALLOWANCES> 50,000 50,000
<INVENTORY> 2,496,969 2,496,969
<CURRENT-ASSETS> 4,378,100 4,378,100
<PP&E> 2,753,848 2,753,848
<DEPRECIATION> 1,073,027 1,073,027
<TOTAL-ASSETS> 8,680,732 8,680,732
<CURRENT-LIABILITIES> 2,149,237 2,149,237
<BONDS> 0 0
0 0
0 0
<COMMON> 32,456 32,456
<OTHER-SE> 5,199,432 5,199,432
<TOTAL-LIABILITY-AND-EQUITY> 8,680,732 8,680,732
<SALES> 3,295,498 6,653,275
<TOTAL-REVENUES> 3,295,498 6,653,275
<CGS> 2,671,666 5,381,462
<TOTAL-COSTS> 2,671,666 5,381,462
<OTHER-EXPENSES> 610,586 1,185,050
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 75,194 146,882
<INCOME-PRETAX> 22,440 39,411
<INCOME-TAX> 0 0
<INCOME-CONTINUING> 22,440 39,411
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 22,440 39,411
<EPS-PRIMARY> .01 .01
<EPS-DILUTED> .01 .01
</TABLE>
