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, 2002
( ) 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
7-A Gwynns Mill Court, 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 14, 2002 Common Stock, $.01 par value 1,059,842
UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
INDEX
Part I - FINANCIAL INFORMATION (UNAUDITED)
Item l. Financial Statements
Consolidated balance sheets at June 30, 2002 and March
31, 2002
Consolidated statements of operations for the three
months ended June 30, 2002 and 2001
Consolidated statements of cash flows for the three
months ended June 30, 2002 and 2001
Notes to consolidated financial statements
Item 2. Management's discussion and analysis of
results of operations and financial condition
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Part II - OTHER INFORMATION
Item 6. Exhibits and Reports On Form 8-K
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
ASSETS
June 30, 2002 March 31, 2002
CURRENT ASSETS
Cash $ 75,927 $ 19,383
Accounts receivable:
Trade (less allowance for
doubtful accounts of $0
and $68,358 at June 30 and
March 31, 2002, respectively) 510,838 193,488
Officers and employees 17,369 1,115
528,207 194,603
Inventory 1,641,694 1,557,994
Prepaid expenses 112,058 109,238
TOTAL CURRENT ASSETS 2,357,886 1,881,218
INVESTMENT IN JOINT VENTURE 3,166,914 2,990,067
PROPERTY, PLANT AND EQUIPMENT - NET 296,159 301,082
OTHER ASSETS 8,294 10,095
TOTAL ASSETS $5,829,253 $5,182,462
See notes to consolidated financial statements.
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
June 30, 2002 March 31, 2002
CURRENT LIABILITIES
Amount due factor $ - $ 216,959
Accounts payable 1,022,815 787,492
Accrued liabilities 479,172 451,092
Current maturities of capital
lease obligations 15,730 15,730
TOTAL CURRENT LIABILITIES 1,517,717 1,471,273
LONG-TERM CAPITAL LEASE OBLIGATIONS 26,123 29,916
SHAREHOLDERS' EQUITY
Common stock, $.01 par value
per share; authorized
20,000,000 shares; issued
1,019,770 shares at June 30,
2002 and 1,009,770 shares at
March 31, 2002 10,198 10,098
Additional paid-in capital 10,675,779 10,648,679
Accumulated deficit (6,400,564) (6,977,504)
TOTAL SHAREHOLDERS' EQUITY 4,285,413 3,681,273
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 5,829,253 $ 5,182,462
See notes to consolidated financial statements.
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
For the Three Months Ended
June 30, 2002 June 30, 2001
Net sales $3,750,926 $2,255,130
Cost of goods sold 2,667,701 1,702,848
GROSS PROFIT 1,083,225 552,282
Research and development expense 60,400 49,099
Selling, general and administrative
expense 949,214 631,726
Operating income (loss) 73,611 (128,543)
Other (expense):
Interest expense (36,937) (59,384)
INCOME (LOSS) BEFORE EQUITY
IN EARNINGS OF JOINT VENTURE 36,674 (187,927)
Equity in earnings of joint venture 540,266 250,286
NET INCOME $ 576,940 $ 62,359
Per common share amounts:
Basic $ .57 $ .07
Diluted $ .55 $ .07
Weighted average number of common
shares outstanding
Basic 1,014,770 912,270
Diluted 1,057,976 926,333
See notes to consolidated financial statements.
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
For the Three Months Ended
June 30, 2002 June 30, 2001
OPERATING ACTIVITIES
Net earnings $ 576,940 $ 62,359
Adjustments to reconcile net income
to net cash (used in) operating
activities:
Depreciation and amortization 9,088 11,018
Equity in the earnings of joint
venture (540,266) (250,286)
Changes in operating assets and
liabilities:
(Increase) in accounts
receivable (333,604) (424,169)
(Increase) decrease in inven-
tories and prepaid expenses (86,520) 316,078
Decrease in other assets 1,800 -
Increase in accounts payable
and accrued expenses 290,603 219,374
Decrease in amount due factor (216,959) -
NET CASH USED IN OPERATING ACTIVITIES (298,918) (65,626)
INVESTING ACTIVITIES
Distribution by Joint Venture 363,420 -
Purchase of property, plant and
equipment (4,165) -
NET CASH PROVIDED BY INVESTING ACTIVITIES 359,255 -
FINANCING ACTIVITIES
Net (repayment) borrowings of
short-term debt - 58,074
Payments on long-term obligations (3,793) (3,793)
NET CASH PROVIDED BY FINANCING ACTIVITIES (3,793) 54,281
INCREASE (DECREASE) IN CASH 56,544 (11,345)
Cash at beginning of period 19,383 34,642
CASH AT END OF PERIOD $ 75,927 $ 23,297
Supplemental information:
Interest paid $ 36,674 $ 59,384
Income taxes paid - -
Non-cash financing activities:
Issuance of 10,000 shares of common
stock in satisfaction of amounts
payable $ 27,200 $ -
See notes to consolidated financial statements.
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Statement of Management - The consolidated financial statements
include the accounts of the Company and its wholly owned
subsidiaries. Significant intercompany accounts and transactions
have been eliminated in consolidation. In the opinion of the
Company's management, the interim consolidated financial
statements include all adjustments, consisting of only normal
recurring adjustments, necessary for a fair presentation of the
results for the interim periods. Certain information and footnote
disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles in
the United States of America have been condensed or omitted. The
interim consolidated financial statements should be read in
conjunction with the Company's March 31, 2002 audited financials
statements filed with the Securities and Exchange Commission on
Form 10-K. The interim operating results are not necessarily
indicative of the operating results for the full fiscal year.
Income Taxes - No income tax expense has been provided for the
quarter ended June 30, 2002 as a result of 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 balance sheet and income
statement information of the Hong Kong joint venture for the
quarters ended June 30, 2002 and 2001:
2002 2001
Net sales $5,924,469 $2,633,365
Gross profit 1,996,960 890,500
Net income 1,380,526 500,573
Total current assets 6,829,366 3,808,828
Total assets 9,104,579 6,016,121
Total liabilities 2,556,300 939,563
During the three months ended June 30, 2002 and 2001, the Company
purchased $1,283,757 and $1,054,923 of products from the Hong
Kong Joint Venture. The Company has reduced its equity in
earnings of the Joint Venture to reflect certain adjustments
required by US GAAP.
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Net Income Per Common Share - Basic earnings per common share is
computed based on the weighted average number of common shares
outstanding during the periods presented. Diluted earnings per
common share is computed based on the weighted average number of
common shares outstanding plus the effect of stock options and
other potentially dilutive common stock equivalents. The dilutive
effect of stock options and other potentially dilutive common
stock equivalents is determined using the treasury stock method
based on the Company's average stock price.
A reconciliation of the weighted average shares of common stock
utilized in the computation of basic and diluted earnings per
share for the three month periods ended June 30, 2002 and 2001 is
as follows:
Three months ended June 30,
2002 2001
Common shares outstanding for
basic EPS 1,014,770 912,270
Shares issued upon the exercise
of outstanding stock options 43,206 14,063
Weighted average number of common
and common equivalent shares
outstanding 1,057,976 926,333
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Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Three Months Ended June 30, 2002 Compared to
Three Months Ended June 30, 2001
Sales - Net sales for the three months ended June 30, 2002 were
$3,750,926 compared to $2,255,130 for the comparable three months
in the prior fiscal year, an increase of $1,495,796. Net sales of
security products increased by $1,322,381 as compared to the
quarter ended June 30, 2001. Net sales of other products
increased by $173,415, as compared to the quarter ended June 30,
2001. The primary reason for the increase in security sales was
higher smoke alarm sales. The major reason for higher other
products sales was higher private label sales.
Gross Profit - The gross profit margins increased 18%, to 29% of
sales for the quarter ended June 30, 2002 from 24% for the
corresponding quarter last year. The increase resulted from a
higher concentration of USI ELECTRIC sales and increased
productivity and efficiency.
Expenses - Research, selling, general and administrative expenses
increased by $328,729 from the comparable three months in the
prior year. As a percentage of sales, research, selling, general
and administrative expenses were 27% for the three months ended
June 30, 2002 and 30% for the same period in the last fiscal
year. The increase in selling, general and administrative
expenses was mainly due to higher commission and freight costs
associated with the Company's higher sales.
Interest Expense and Income - The Company's interest expense, net
of interest income, decreased from $59,384 for the quarter ended
June 30, 2001 to $36,674 for the quarter ended June 30, 2002. The
lower interest expenses resulted from lower levels of borrowing
and lower rates.
Net Income - The Company reported a net profit of $576,940 for
the quarter ended June 30, 2002 compared to net profit of $62,359
for the corresponding quarter of the prior fiscal year. The
primary reasons for the increase in profit was higher Joint
Venture earnings and higher sales.
- 9 -
Financial Condition and Liquidity - Cash needs of the Company are
currently met by funds generated from operations and the
Company's Factoring Agreement which supplies both short-term
borrowings and letters of credit to finance foreign inventory
purchases. The Company's maximum amount available under the
Factoring Agreement is currently $7,500,000. However, based on
specified percentages of the Company's accounts receivable and
inventory and letter of credit commitments, at June 30, 2002, the
Company had $311,000 available under the Factoring Agreement, of
which $0 had been utilized in short-term borrowings as of June
30, 2002. The outstanding principal balance due under the
Factoring Agreement is payable upon demand. The interest rate
under the Factoring Agreement on the uncollected factored
accounts receivable and any additional borrowings is equal to
1-1/4% in excess of the prime rate of interest charged by the
Company's lender, which was 6-1/4% at June 30, 2002. The
borrowings are collateralized by all the Company's accounts
receivable, inventory and a 1.5 acre parcel of land which is
adjacent to the Company's prior headquarters.
Operating activities used cash of $298,918 for the quarter ended
June 30, 2002. This was primarily due to an increase in accounts
receivable of $333,604 and equity in the earnings from the
Company's Joint Venture, that were offset by an increase in
accounts payable and accrued expenses of $263,403, a decrease in
inventories and prepaid expenses of $86,520. For the same period
last year, operating activities used cash of $65,626.
Investing activities used cash of $359,255 in the current quarter
and no cash in the prior quarter. The primary reason was a
distribution from the Company's Joint Venture.
Financing activities used cash of $3,793. For the same period
last year, financing activities provided cash of $54,281.
The Company believes that funds available under the Factoring
Agreement 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, 2002 were $5,924,469 compared to
$2,633,365 for the comparable three months in the prior fiscal
year. The increase in sales was primarily due to increased sales
of smoke alarms to non related customers.
- 10 -
Net income was $1,380,526 for the quarter ended June 30, 2002
compared to $500,573 in the comparable quarter last year. The
increase in net income resulted from higher sales to non-related
customers.
Cash needs of the Hong Kong Joint Venture are currently met by
funds generated from operations. During the quarter ended June
30, 2002, working capital increased by $471,064 from $3,844,654
on March 31, 2002 to $4,315,718 on June 30, 2002. During the
quarter ended June 30, 2001, working capital increased by
$344,722 from $2,567,591 on March 31, 2001 to $2,912,313 on June
30, 2001.
Item 3.
Quantitative and Qualitative Disclosures About Market Risk - No
material changes have occurred in the quantitative and
qualitative market risk disclosures of the Company as presented
in the Company's Annual Report Form 10-K for the year ended March
31, 2002.
PART II
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No.
3.1 Articles of Incorporation, as amended (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the period ended December 31, 1988, File No. 0-7885)
3.2 Bylaws, as amended (incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K for the year
ended March 31, 2002, File No. 0-7885)
10.1 Non-Qualified Stock Option Plan, as amended (incorporated by
reference to Exhibit 10.1 to the Company's Annual Report on
Form 10-K for the year ended March 31, 1999, File No.
0-7885)
- 11 -
10.2 Hong Kong Joint Venture Agreement, as amended (confidential
treatment of Name requested and filed separately with the
Commission) (incorporated by reference to Exhibit 10.2 to
the Company's Annual Report on Form 10-K for the year ended
March 31, 1994, and Exhibit 10.3 to the Company's Quarterly
Report on Form 10-Q for the period ended September 30, 2001,
File No. 0-7885)
10.3 Amended Factoring Agreement with CIT Group (successor to
Congress Talcott, Inc.) dated November 14, 1999
(incorporated by reference to Exhibit 10.3 to the Company's
Annual Report on Form 10-K for the year ended March 31,
2002, File No. 0-7885)
10.4 Lease between Universal Security Instruments, Inc. and
National Instruments Company dated October 21, 1999 for its
office and warehouse located at 7-A Gwynns Mill Court,
Owings Mills, Maryland 21117 (incorporated by reference to
Exhibit 10.19 to the Company's Annual Report on Form 10-K
for the Fiscal Year Ended March 31, 2000, File No. 0-7885)
10.5 Employment Agreement dated April 1, 2002 between the Company
and Harvey B. Grossblatt (incorporated by reference to
Exhibit 10.5 to the Company's Annual Report on Form 10-K for
the year ended March 31, 2002, File No. 0-7885)
99.1 Certification Required Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 August 6, 2002 Letter to Stockholders and Press Release
(b) Reports on Form 8-K
None
- 12 -
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 14, 2002 /s/Harvey Grossblatt
HARVEY GROSSBLATT
President, Chief Accounting Officer
- 13 -
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 14, 2002
HARVEY GROSSBLATT
President, Chief Accounting Officer
smb
2002 JUNE 10-Q
- 13 -
Exhibit 99.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Universal Security
Instruments, Inc. (the "Company") on Form 10-Q for the period
ending June 30, 2002 as filed with the Securities and Exchange
Commission and to which this Certification is an exhibit (the
"Report"), the undersigned hereby certify, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in this Form 10-Q fairly
presents, in all material respects, the financial
condition and result of the Company as of, and for,
the periods reflected therein.
Date: August 14, 2002 /s/ Stephen C. Knepper
Stephen C. Knepper
Chairman,
Chief Executive Officer
/s/ Harvey B. Grossblatt
Harvey B. Grossblatt
President,
Chief Financial Officer
- 14 -
Exhibit 99.1
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Universal Security
Instruments, Inc. (the "Company") on Form 10-Q for the period
ending June 30, 2002 as filed with the Securities and Exchange
Commission and to which this Certification is an exhibit (the
"Report"), the undersigned hereby certify, pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
(2) The information contained in this Form 10-Q fairly
presents, in all material respects, the financial
condition and result of the Company as of, and for,
the periods reflected therein.
Date: August 14, 2002 ______________________________
Stephen C. Knepper
Chairman,
Chief Executive Officer
______________________________
Harvey B. Grossblatt
President,
Chief Financial Officer
- 14 -
Exhibit 99.2
August 6, 2002
Dear Partners/Shareholders:
We are extremely pleased to share with you the enclosed
results for our first quarter ended June 30, 2002. During
the period, the Universal Security team worked hard to
execute our strategic plan. This concerted effort has helped
us achieve one of the best quarters in our company's
history.
Our sales rose 66% to $3,750,926 versus $2,255,130 a year
ago. Earnings surged to $576,940 or $0.57 per basic share
($0.55 per diluted share), versus last year's $62,359 or
$0.07 per basic and diluted share.
Simply stated, these results are a direct reflection of the
strategy I outlined in my last letter to you on June 17. At
that time, I shared with you the commitment of your new
management team to:
* Add new customers
* Increase market share
* Accelerate the development and introduction of new
products
In following through on that commitment, we have exceeded
expectations and set a new standard for performance at
Universal. Our focus on the $450 million worldwide smoke
alarm business has produced strong results, and we will
continue to do all we can do to make the most of our
momentum in the marketplace. We continue to experience
strong performance internationally, thanks in large part to
efforts with our joint venture partner that have helped
generate gains across Europe and elsewhere.
Looking ahead, I am pleased to let you know that on Sunday,
August 11, we will proudly debut Universal's new carbon
monoxide alarm line to the retail trade at the National
Hardware Show held in Chicago, Ill. Our entire management
team will be on hand for this exciting introduction of what
we believe will be a very important product opportunity for
us going forward.
- 15 -
In this time of economic and corporate turbulence, I would
like you to know that your new management team is very
cognizant that by investing in our Company, you have
entrusted us with your hard-earned assets. As I have written
to you before, we are totally committed to our
partners/shareholders to produce consistently better results
and improved shareholder value. We are very much looking
forward to continuing this trend in our second quarter
ending September 30.
As always, should you have any questions, please do not
hesitate to contact me at any time.
Respectfully,
/s/Stephen C. Knepper
Stephen C. Knepper
Chairman
Statements contained in this document that are not
historical facts are forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act
of 1995. Although UNIVERSAL SECURITY INSTRUMENTS, INC.
believes that the expectations reflected in such forward-
looking statements are reasonable, the forward-looking
statements are subject to risks and uncertainties that could
cause actual results to differ materially from those
projections.
7-A GWYNNS MILL COURT * OWINGS MILLS, MARYLAND 21117-3586
* U.S.A.
TELEPHONE DIRECT DIAL: (410) 363-3000, EXTENSION 235
* FAX: (410) 363-2218
E-MAIL: stevek@universalsecurity.com
Visit Us on the Web! www.universalsecurity.com
- 16 -
Exhibit 99.2
For Immediate Release
Contact: Harvey Grossblatt
Universal Security Instruments, Inc./ 410-363-3000
or
Don Hunt, Ryan McGrath (mail@lambert-edwards.com)
Lambert, Edwards & Associates, Inc. / 616-233-0500
Universal Security Instruments Posts Sharply
Higher Sales & Earnings
Sales Grow 66%; Earnings Rise to $0.57 Per Share Vs. $0.07
OWINGS MILLS, MD, August 6, 2002 - Powered by continuing
market-share gains and strong performance by its Hong Kong
joint venture, Universal Security Instruments, Inc. (OTC-BB:
USEC) today announced significantly higher sales and
earnings for its first quarter ended June 30, 2002.
The Owings Mills, Md.-based designer and marketer of safety
and security equipment posted net earnings of $576,940, or
$0.57 per basic share ($0.55 per diluted share), on net
sales of $3,750,926, compared with net earnings of $62,359,
or $0.07 per basic and diluted share, on net sales of
$2,255,130 for last year's first quarter.
"Our first-quarter results were among the best in our
history and reflect our success in gaining market share in
both the retail and wholesale markets, as well as our
ability to increase our operating efficiency and leverage
our Hong Kong joint venture," said Steve Knepper, chairman
of the board and chief executive officer of Universal
Security Instruments. "New customer orders were very strong
during the period. We also continue to experience excellent
performance internationally, thanks in large part to efforts
with our joint venture partner which have helped generate
gains across Europe and elsewhere."
Knepper added that Universal's gross margins increased 18%,
from 24% to 29% of sales, reflecting increased productivity
and efficiency across the Company.
"Moving forward, we are very enthusiastic about our new line
of carbon monoxide alarms debuting this week at the National
Hardware Show in Chicago. We believe this line will be an
important contributor as we continue to focus on our core
strategy of building market share and accelerating the
development and introduction of new products," he said.
- 17 -
Statements contained in this document that are not
historical facts are forward-looking statements as that term
is defined in the Private Securities Litigation Reform Act
of 1995. Although UNIVERSAL SECURITY INSTRUMENTS, INC.
believes that the expectations reflected in such forward-
looking statements are reasonable, the forward-looking
statements are subject to risks and uncertainties that could
cause actual results to differ materially from those
projections.
7-A GWYNNS MILL COURT * OWINGS MILLS, MARYLAND 21117-3586
* U.S.A.
TELEPHONE DIRECT DIAL: (410) 363-3000, EXTENSION 235
* FAX: (410) 363-2218
E-MAIL: stevek@universalsecurity.com
Visit Us on the Web! www.universalsecurity.com
- 18 -
(2)
UNIVERSAL SECURITY INSTRUMENTS, INC.
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
First Quarter Ended June 30,
2002 2000
Sales $ 3,750,926 $2,255,130
Net income* 576,940 62,359
Income per share
Basic .57 .07
Diluted .55 .07
Weighted average number of
common shares outstanding
Basic 1,014,770 912,270
Diluted 1,057,976 926,333
*Due to the tax benefit carryforward of prior years'
operating losses, no tax liability was incurred.
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