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, 1998
( ) 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 5, 1998 Common Stock, $.01 par value 811,397
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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, 1998 and March
31, 1998
Consolidated statements of operations for the three
months ended June 30, 1998 and 1997
Consolidated statements of cash flows for the three
months ended June 30, 1998 and 1997
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
<TABLE>
June 30, 1998 March 31, 1998
<S> <C> <C>
CURRENT ASSETS
Cash $ 75,205 $ 133,377
Accounts receivable:
Trade (less allowance for
doubtful accounts of $100,000
at June 30, 1998 and
March 31, 1998) 929,364 1,248,023
Officers and employees 3,800 5,515
933,164 1,253,538
Inventories:
Finished goods 2,245,747 2,228,070
Raw materials-foreign locations 83,728 83,728
2,329,475 2,311,798
Prepaid expenses 138,017 142,793
TOTAL CURRENT ASSETS 3,475,861 3,841,506
INVESTMENT IN JOINT VENTURE 2,237,588 2,228,182
PROPERTY, PLANT AND EQUIPMENT 1,580,209 1,613,222
OTHER ASSETS 22,400 22,400
TOTAL ASSETS $7,316,058 $7,705,310
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
<TABLE>
June 30, 1998 March 31, 1998
<S> <C> <C>
CURRENT LIABILITIES
Short-term borrowings $ 840,601 $ 969,326
Current maturity of
long-term debt 72,440 91,190
Accounts payable 444,876 583,910
Accrued liabilities 63,229 66,672
TOTAL CURRENT LIABILITIES 1,421,146 1,711,098
LONG-TERM DEBT, less current
portion 1,242,997 1,246,861
SHAREHOLDERS' EQUITY
Common stock, $.01 par value
per share; authorized
20,000,000 shares; issued
811,397 shares at June 30,
1998 and March 31, 1998 8,114 8,114
Additional paid-in capital 10,453,930 10,453,930
Retained earnings (deficit) (5,810,129) (5,714,693)
TOTAL SHAREHOLDERS' EQUITY 4,651,915 4,747,351
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 7,316,058 $ 7,705,310
See notes to consolidated financial statements.
</TABLE>
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
For the Three Months Ended
June 30, 1998 June 30, 1997
<S> <C> <C>
Net sales $2,633,409 $3,357,777
Cost of goods sold 2,146,707 2,709,796
486,702 647,981
Research and development expense 39,059 62,831
Selling, general and administrative
expense 497,223 511,633
Operating (loss) income (49,580) 73,517
Other income (expense):
Interest income 1,665 1,220
Interest expense (57,588) (71,688)
Other 661
(55,262) (70,468)
(LOSS) EARNINGS BEFORE EQUITY
IN EARNINGS OF JOINT VENTURE (104,842) 3,049
Equity in earnings of joint venture 9,406 13,922
NET (LOSS) EARNINGS $ (95,436) $ 16,971
Per common share amounts:
Basic and diluted $ (.12) $ .02
Weighted average number of common
shares outstanding
Basic and diluted 811,397 811,397
See notes to consolidated financial statements.
</TABLE>
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
For the Three Months Ended
June 30, 1998 June 30, 1997
<S> <C> <C>
OPERATING ACTIVITIES
Net (loss) earnings $ (95,436) $ 16,971
Adjustments to reconcile net (loss)
earnings to net cash (used in)
provided by operating activities:
Depreciation and amortization 34,515 39,748
Undistributed earnings of
joint venture (9,406) (13,922)
Changes in operating assets and liabilities:
Decrease in accounts receivable 320,374 242,220
Increase in inventories and
prepaid expenses (12,901) (1,285)
Decrease in accounts payable
and accrued expenses (142,477) (362,671)
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES 94,669 (78,939)
INVESTING ACTIVITIES
Property, plant and equipment (1,502) (1,225)
NET CASH USED IN INVESTING ACTIVITIES (1,502) (1,225)
FINANCING ACTIVITIES
Net (repayment) borrowings of short-term debt (128,725) 35,922
Principal payments on long-term debt (3,864) (3,509)
Payment on legal settlement (18,750) (18,750)
NET CASH (USED IN) PROVIDED BY
FINANCING ACTIVITIES (151,339) 13,663
DECREASE IN CASH (58,172) (66,501)
Cash at beginning of period 133,377 150,452
CASH AT END OF PERIOD $ 75,205 $ 83,951
Supplemental information:
Interest paid $ 57,588 $ 71,688
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, 1998. 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 - The Company implemented Statement of Financial
Accounting Standards (SFAS) No. 128, "Earnings per Share" for all periods
presented which requires presentation of basic and diluted earnings per
share amounts and a reconciliation for all periods presented of the
respective calculations. Basic and diluted net income per share are
computed by dividing net income (loss) by the weighted average number
of common and potential dilutive common (if any) shares outstanding
during the period.
New Accounting Pronouncements - The Company implemented SFAS No. 130,
"Reporting Comprehensive Income" and SFAS No. 131, "Disclosures About
Segments of An Enterprise and Related Information" effective April 1, 1998.
These standards specify the presentation and disclosure requirements for
comprehensive income and segment information.
Income Taxes - No income tax provision has been provided for the quarter
ended June 30, 1998 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, 1998 and 1997:
1998 1997
Net sales $1,540,442 $2,098,476
Gross profit 265,460 353,252
Net income 18,812 27,844
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Three Months Ended June 30, 1998 Compared to
Three Months Ended June 30, 1997
Sales - Net sales for the three months ended June 30, 198 were
$2,633,409 compared to $3,357,777 for the comparable three months
in the prior fiscal year, a decrease of $724,368. Net sales of
security products increased by $300,709 as compared to the
quarter ended June 30, 1997. Net sales of telecommunications and
video products decreased by $756,986 and $268,091, respectively,
as compared to the quarter ended June 30, 1997. The increase in
security sales was due primarily to higher sales of smoke
detectors. The decrease in telecommunications and video sales
was due to a decreased demand for certain of the Company's
telecommunications and video products.
Net Income - The Company reported a net loss of $95,436 for the
quarter ended June 30, 1998 compared to net profit of $16,971 for
the corresponding quarter of the prior fiscal year. The decrease
in net income was due to a decrease in sales and higher selling,
general and administrative expenses as a percent of sales.
Expenses - Research, selling, general and administrative expenses
decreased by $38,182 from the comparable three months in the
prior year. As a percentage of sales, research, selling, general
and administrative expenses were 20% for the three months ended
June 30, 1998 and 17% 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 $70,468 for the quarter ended
June 30, 1997 to $55,923 for the quarter ended June 30, 1998. 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 $925,732 has been utilized in letter of credit
commitments and short-term borrowings as of June 30, 1998. As of
June 30, 1998, the amount available for borrowings under the line
was approximately $75,000 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 provided cash of $94,669 for the quarter
ended June 30, 1998. This was primarily due to a decrease in
accounts receivable of $320,374 and partially offset by a
decrease in accounts payables and accrued expenses of $142,477.
For the same period last year, operating activities used cash of
$78,939.
Investing activities used cash of $1,502 in the current quarter
and $1,225 in the same quarter last year.
Financing activities used cash of $151,339, primarily due to the
net repayments of short-term debt of $128,725. For the same
period last year, financing activities provided $13,663.
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, 1998 were $1,540,442 compared to
$2,098,476 for the comparable 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.
Net income was $18,812 for the quarter ended June 30, 1998
compared to $27,844 in the comparable quarter last year.
Selling, general and administrative expenses were $310,069 and
$322,821 for the quarter ended June 30, 1998 and 1997,
respectively. As a percentage of sales, expenses were 20% and
15% for 1998 and 1997, respectively.
Interest income net of interest expense was $23,526 for the
quarter ended June 30, 1998 compared to $20,854 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, 1998, working capital increased by $553,358 from $1,760,188
on March 31, 1998 to $2,313,546 on June 30, 1998.
Year 2000 Compliance - The Company believes that the impact of
the year 2000 issue will not have a material effect on results of
operations. However, the Company is in the process of hiring a
consultant to review its computer operations and anticipates
completing any required changes during calendar year 1999.
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<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.
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<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: August 5, 1998 Harvey Grossblatt
HARVEY GROSSBLATT
President, Chief Accounting Officer
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<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-30-1998
<PERIOD-END> JUN-30-1998
<CASH> 75,205
<SECURITIES> 0
<RECEIVABLES> 1,033,164
<ALLOWANCES> 100,000
<INVENTORY> 2,329,475
<CURRENT-ASSETS> 3,475,861
<PP&E> 1,614,724
<DEPRECIATION> 34,515
<TOTAL-ASSETS> 7,316,058
<CURRENT-LIABILITIES> 1,421,146
<BONDS> 0
0
0
<COMMON> 8,114
<OTHER-SE> 4,643,801
<TOTAL-LIABILITY-AND-EQUITY> 7,316,058
<SALES> 2,633,409
<TOTAL-REVENUES> 2,633,409
<CGS> 2,146,707
<TOTAL-COSTS> 2,146,707
<OTHER-EXPENSES> 536,282
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 57,588
<INCOME-PRETAX> (95,436)
<INCOME-TAX> 0
<INCOME-CONTINUING> (95,436)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (95,436)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
