UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended December 31,
2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-31747
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Exact name of registrant as specified in its
charter)
Maryland |
52-0898545 |
(State or other jurisdiction of |
(I.R.S. Employer |
incorporation or organization) |
Identification No.) |
|
|
11407 Cronhill Drive, Suite A |
|
Owings Mills, Maryland |
21117 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone
number, including area code: (410) 363-3000
Inapplicable
(Former name, former address and former fiscal
year if changed from last report.)
Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes x
No ¨
Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x
No ¨
Indicate by
check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ¨
Accelerated filer ¨ Non-Accelerated
Filer ¨ Smaller Reporting Company x
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
No x
At February 16, 2016, the number of shares
outstanding of the registrant’s common stock was 2,312,887.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| |
(unaudited) | | |
(audited) | |
| |
December 31, 2015 | | |
March 31, 2015 | |
ASSETS | |
| | | |
| | |
CURRENT ASSETS | |
| | | |
| | |
Cash | |
$ | 227,138 | | |
$ | 49,427 | |
Funds held by factor | |
| - | | |
| 631,906 | |
Accounts receivable: | |
| | | |
| | |
Trade, less allowance for doubtful accounts | |
| 202,566 | | |
| 381,254 | |
Receivables from employees | |
| 60,610 | | |
| 53,990 | |
Receivable from Hong Kong Joint Venture | |
| 96,516 | | |
| 135,768 | |
| |
| 359,692 | | |
| 571,012 | |
| |
| | | |
| | |
Amount due from factor | |
| 2,580,354 | | |
| 1,217,311 | |
Inventories – finished goods | |
| 4,597,465 | | |
| 3,852,182 | |
Prepaid expenses | |
| 212,519 | | |
| 438,745 | |
| |
| | | |
| | |
TOTAL CURRENT ASSETS | |
| 7,977,168 | | |
| 6,760,583 | |
| |
| | | |
| | |
INVESTMENT IN HONG KONG JOINT VENTURE | |
| 12,082,513 | | |
| 12,943,280 | |
PROPERTY AND EQUIPMENT – NET | |
| 79,821 | | |
| 104,618 | |
INTANGIBLE ASSET - NET | |
| 68,193 | | |
| 71,547 | |
OTHER ASSETS | |
| 6,000 | | |
| 26,000 | |
| |
| | | |
| | |
TOTAL ASSETS | |
$ | 20,213,695 | | |
$ | 19,906,028 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | |
Line of credit - factor | |
$ | 1,628,214 | | |
$ | - | |
Accounts payable | |
| 423,229 | | |
| 668,846 | |
Accounts payable - Hong Kong Joint Venture | |
| 876,524 | | |
| 299,985 | |
Accrued liabilities: | |
| | | |
| | |
Payroll and employee benefits | |
| 100,261 | | |
| 69,180 | |
Commissions and other | |
| 197,798 | | |
| 111,020 | |
| |
| | | |
| | |
TOTAL CURRENT LIABILITIES | |
| 3,226,026 | | |
| 1,149,031 | |
| |
| | | |
| | |
COMMITMENTS AND CONTINGENCIES | |
| - | | |
| - | |
| |
| | | |
| | |
SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Common stock, $.01 par value per share; authorized 20,000,000 shares; 2,312,887 shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively | |
| 23,129 | | |
| 23,129 | |
Additional paid-in capital | |
| 12,885,841 | | |
| 12,885,841 | |
Retained earnings | |
| 3,225,780 | | |
| 4,588,332 | |
Accumulated other comprehensive income | |
| 852,919 | | |
| 1,259,695 | |
TOTAL SHAREHOLDERS’ EQUITY | |
| 16,987,669 | | |
| 18,756,997 | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
$ | 20,213,695 | | |
$ | 19,906,028 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Three Months Ended December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net sales | |
$ | 4,112,908 | | |
$ | 2,371,016 | |
Cost of goods sold – acquired from Joint Venture | |
| 2,727,122 | | |
| 1,726,909 | |
Cost of goods sold – other | |
| 77,418 | | |
| 261,772 | |
| |
| | | |
| | |
GROSS PROFIT | |
| 1,308,368 | | |
| 382,335 | |
| |
| | | |
| | |
Research and development expense | |
| 147,640 | | |
| 150,651 | |
Selling, general and administrative expense | |
| 1,141,668 | | |
| 992,284 | |
| |
| | | |
| | |
Operating income (loss) | |
| 19,060 | | |
| (760,600 | ) |
| |
| | | |
| | |
Other (expense) income: | |
| | | |
| | |
Loss from investment in Hong Kong Joint Venture | |
| (186,097 | ) | |
| (346,730 | ) |
Interest (expense) income
| |
| (7,135 | ) | |
| 5,958 | |
| |
| | | |
| | |
NET LOSS | |
$ | (174,172 | ) | |
$ | (1,101,372 | ) |
| |
| | | |
| | |
Loss per share: | |
| | | |
| | |
Basic and diluted | |
| (0.08 | ) | |
| (0.48 | ) |
| |
| | | |
| | |
Shares used in computing net loss per share: | |
| | | |
| | |
Weighted average basic and diluted shares outstanding | |
| 2,312,887 | | |
| 2,312,887 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| |
Nine Months Ended December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Net sales | |
$ | 10,327,622 | | |
$ | 7,109,344 | |
Cost of goods sold - acquired from Joint Venture | |
| 7,231,947 | | |
| 5,039,056 | |
Cost of goods – other | |
| 220,224 | | |
| 582,949 | |
| |
| | | |
| | |
GROSS PROFIT | |
| 2,875,451 | | |
| 1,487,339 | |
| |
| | | |
| | |
Research and development expense | |
| 495,071 | | |
| 572,597 | |
Selling, general and administrative expense | |
| 3,459,284 | | |
| 3,299,019 | |
| |
| | | |
| | |
Operating loss | |
| (1,078,904 | ) | |
| (2,384,277 | ) |
| |
| | | |
| | |
Other (expense) income: | |
| | | |
| | |
Loss from investment in Hong Kong Joint Venture | |
| (263,530 | ) | |
| (595,159 | ) |
Interest (expense) income | |
| (20,118 | ) | |
| 22,951 | |
| |
| | | |
| | |
NET LOSS | |
$ | (1,362,552 | ) | |
$ | (2,956,485 | ) |
| |
| | | |
| | |
Loss per share: | |
| | | |
| | |
Basic and diluted | |
| (0.59 | ) | |
| (1.28 | ) |
| |
| | | |
| | |
Shares used in computing net loss per share: | |
| | | |
| | |
Weighted average basic and diluted shares outstanding | |
| 2,312,887 | | |
| 2,312,887 | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS
(Unaudited)
| |
Three Months Ended Dec. 31, | | |
Nine Months Ended Dec. 31, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
| |
| | |
| | |
| | |
| |
NET LOSS | |
$ | (174,172 | ) | |
$ | (1,101,372 | ) | |
$ | (1,362,552 | ) | |
$ | (2,956,485 | ) |
| |
| | | |
| | | |
| | | |
| | |
Other Comprehensive (Loss) Income: | |
| | | |
| | | |
| | | |
| | |
Company’s portion of Hong Kong Joint Venture’s other comprehensive (loss) income: | |
| | | |
| | | |
| | | |
| | |
Currency translation | |
| (268,350 | ) | |
| - | | |
| (268,350 | ) | |
| (20,396 | ) |
Unrealized (loss) gain on investment securities | |
| (12,966
| ) | |
| (2,843 | ) | |
| (138,426
| ) | |
| 35,243 | |
Total Other Comprehensive (Loss) Income | |
| (281,316
| ) | |
| (2,843 | ) | |
| 406,776
| ) | |
| 14,847 | |
COMPREHENSIVE LOSS | |
$ | (455,488
| ) | |
$ | (1,104,215 | ) | |
$ | $(1,769,328
| ) | |
$ | (2,941,638 | ) |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(Unaudited)
| |
Nine Months Ended December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
OPERATING ACTIVITIES | |
| | | |
| | |
Net loss | |
$ | (1,362,552 | ) | |
$ | (2,956,485 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Depreciation and amortization | |
| 28,151 | | |
| 34,995 | |
Loss from investment in Hong Kong Joint Venture | |
| 263,530 | | |
| 595,159 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Decrease in funds held by Factor | |
| 631,906 | | |
| - | |
(Increase) decrease in accounts receivable and amounts due from factor | |
| (1,151,723 | ) | |
| 757,136 | |
(Increase) decrease in inventories, prepaid expenses, and other | |
| (499,057 | ) | |
| 658,774 | |
Increase in accounts payable and accrued expenses | |
| 448,781 | | |
| 241,455 | |
| |
| | | |
| | |
NET CASH USED IN OPERATING ACTIVITIES | |
| (1,640,964 | ) | |
| (668,966 | ) |
| |
| | | |
| | |
INVESTING ACTIVITIES: | |
| | | |
| | |
Cash distributions from Joint Venture | |
| 190,461 | | |
| - | |
| |
| | | |
| | |
NET CASH PROVIDED BY INVESTING ACTIVITIES | |
| 190,461 | | |
| - | |
| |
| | | |
| | |
FINANCING ACTIVITIES: | |
| | | |
| | |
Net proceeds from Line of Credit - Factor | |
| 1,628,214 | | |
| - | |
| |
| | | |
| | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | |
| 1,628,214 | | |
| - | |
| |
| | | |
| | |
NET INCREASE (DECREASE) IN CASH | |
| 177,711 | | |
| (668,966 | ) |
| |
| | | |
| | |
Cash at beginning of period | |
| 49,427 | | |
| 2,050,993 | |
| |
| | | |
| | |
CASH AT END OF PERIOD | |
$ | 227,138 | | |
$ | 1,382,027 | |
| |
| | | |
| | |
SUPPLEMENTAL INFORMATION: | |
| | | |
| | |
Interest paid | |
$ | 20,118 | | |
| - | |
Income taxes paid | |
| - | | |
| - | |
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Basis of Presentation
The condensed consolidated financial statements
include the accounts of Universal Security Instruments, Inc. (USI or the Company) and its majority owned subsidiaries. Except for
the condensed consolidated balance sheet as of March 31, 2015, which was derived from audited financial statements, the accompanying
condensed consolidated financial statements are unaudited. Significant inter-company accounts and transactions have been eliminated
in consolidation. In the opinion of the Company’s management, the interim condensed 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 accounting
principles generally accepted in the United States of America (US-GAAP) have been condensed or omitted. The interim condensed consolidated
financial statements should be read in conjunction with the Company’s March 31, 2015 audited financial statements filed with
the Securities and Exchange Commission (SEC) on Form 10-K filed on August 25, 2015. The interim operating results are not necessarily
indicative of the operating results for the full fiscal year.
Going Concern, Liquidity, and Management
Plans
The accompanying condensed consolidated financial
statements have been prepared on the basis that the Company will continue to operate as a going concern. Accordingly, assets and
liabilities are recorded on the basis that the Company will be able to realize its assets and discharge its liabilities in the
normal course of business. Our history of operating losses, declining revenues in prior years, and limited financing options raises
substantial doubt about our ability to continue as a going concern. The Company had net losses of $1,362,552 for the nine months
ended December 31, 2015, and $3,704,985 and $4,450,244 for the fiscal years ended March 31, 2015 and 2014, respectively. The Company
is monitoring its liquidity and working capital position in light of continued operating losses, and decreases in its cash and
working capital position over the past four fiscal years of operations. In addition to the expanded factoring agreement with Merchant
Factors Corporation (Merchant) as discussed below, the Company has negotiated payment terms on its trade accounts payable to the
Hong Kong Joint Venture. The payment terms on the trade accounts payable to the Hong Kong Joint Venture provide ninety day repayment
terms on up to $1,000,000 of purchases of the Company’s new sealed product line. The Company also believes that its cash
position can be improved by a combination of reductions in inventory and by lowering expenses. In addition, the Company is prepared
to initiate changes in its operations, if needed, to reduce its operating costs while maintaining its current level of customer
service. However, there are potential risks, including that the Company’s revenues may not reach levels required to return
to profitability, costs may exceed the Company’s estimates, or the Company’s working capital needs may be greater than
anticipated. Any of these factors may change the Company’s expectation of cash usage in the remainder of the fiscal year
ending March 31, 2016, and beyond, or may significantly affect the Company’s level of liquidity. These financial statements
do not include any adjustments that might result from the Company not being able to continue as a going concern.
Line of Credit – Factor
On January 15, 2015, the Company entered
into an expanded financing and discount factoring agreement with Merchant for the purpose of factoring the Company’s trade
accounts receivable and to provide financing secured by finished goods inventory. The agreement replaces the financing and factoring
agreement with CIT which was terminated on the same date. In accordance with the provisions of the Discount Factoring Agreement
with Merchant, the Company may take advances, recorded as a liability of the Company, equal to eighty percent (80%) of the uncollected
non-recourse factored trade accounts receivable balance less applicable factoring commissions. Additionally, the Discount Factoring
Agreement with Merchant enables the Company to borrow up to fifty percent (50%) of eligible inventories subject to a borrowing
limitation on inventory of $1,000,000. As of December 31, 2015, our borrowings under the Discount Factoring Agreement with Merchant
totaled $1,628,214 and the Company had remaining availability under the discount factoring agreement of approximately $1,016,000.
The cumulative balance of advances on factored trade accounts receivable and borrowing on inventories is secured by all of the
Company’s trade accounts receivable and inventories, are repaid periodically as collections are made by Merchant but are
otherwise due upon demand, and bears interest at the prime commercial rate of interest, as published, plus two percent (Effective
rate 5.50% at December 31, 2015). Advances under the factoring agreement are made at the sole discretion of Merchant, based on
their assessment of the receivables, inventory and our financial condition at the time of each request for an advance.
Use of Estimates
The preparation of the condensed consolidated
financial statements in conformity with US-GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
Revenue Recognition
We recognize sales upon shipment of products
net of applicable provisions for any discounts or allowances. The shipping date from our warehouse is the appropriate point of
revenue recognition since upon shipment we have substantially completed our obligations which entitle us to receive the benefits
represented by the revenues, and the shipping date provides a consistent point within our control to measure revenue. Customers
may not return, exchange or refuse acceptance of goods without our approval. The Company will also enter into contracts with a
customer to grant pre-approved rights of return of up to fifty percent of products sold on certain invoices to provide for and
gain acceptance within certain markets. In the event a pre-approved right of return is granted, revenue recognition is deferred
until the right of return expires. We have established allowances to cover anticipated doubtful accounts based upon historical
experience.
Joint Venture
The Company and its joint venture partner,
a Hong Kong corporation, each owns a 50% interest in a Hong Kong joint venture, Eyston Company Limited (the “Hong Kong Joint
Venture”), that manufactures security products in its facilities located in the People’s Republic of China. The following
represents summarized balance sheet and income statement information of the Hong Kong Joint Venture as of and for the nine months
ended December 31, 2015 and 2014:
| |
2015 (Unaudited) | | |
2014 (Unaudited) | |
| |
| | |
| |
Net sales | |
$ | 15,002,160 | | |
$ | 12,508,403 | |
| |
| | | |
| | |
Gross profit | |
| 2,779,556 | | |
| 1,989,858 | |
| |
| | | |
| | |
Net loss | |
| (359,513 | ) | |
| (1,521,820 | ) |
| |
| | | |
| | |
Total current assets | |
| 10,689,736
| | |
| 12,758,188 | |
| |
| | | |
| | |
Total assets | |
| 29,543,358
| | |
| 32,804,224 | |
| |
| | | |
| | |
Total current liabilities | |
| 5,079,527
| | |
| 6,025,207 | |
| |
| | | |
| | |
Total liabilities | |
| 5,079,527
| | |
| 6,025,207 | |
During the nine months ended December 31, 2015
and 2014, the Company purchased $5,811,404 and $4,844,335, respectively, of products directly from the Hong Kong Joint Venture
for resale. For the nine month periods ended December 31, 2015 and 2014, the Company has adjusted its earnings of the Hong Kong
Joint Venture to reflect an increase of $41,317 and a decrease of $165,751, respectively, to eliminate inter-Company profit on
purchases held by the Company in inventory.
Income Taxes
We calculate our interim tax provision in accordance
with the guidance for accounting for income taxes in interim periods. At the end of each interim period, we estimate the annual
effective tax rate and apply that tax rate to our ordinary quarterly pre-tax income. The tax expense or benefit related to discrete
events during the interim period is recognized in the interim period in which those events occurred. In addition, the effect of
changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs.
The Company recognizes a liability or asset
for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts
in the financial statements. These temporary differences may result in taxable or deductible amounts in future years when the reported
amounts of the assets or liabilities are recovered or settled. The deferred tax assets are reviewed periodically for recoverability
and a valuation allowance is provided whenever it is more likely than not that a deferred tax asset will not be realized. The Company
established a full valuation allowance on its deferred tax assets to recognize that net operating losses, and research and foreign
tax credits expiring in future periods will likely not be realized. This determination was made based on continued taxable losses
which cause uncertainty as to whether the Company will generate sufficient taxable income to use the deferred tax assets prior
to expiration. Our ability to realize the tax benefits associated with the deferred tax assets depends primarily upon the timing
of future taxable income and the expiration dates of the components of the deferred tax assets. If sufficient future taxable income
is generated, we may be able to offset a portion of future tax expenses.
Accounts Receivable and Amount Due From
Factor
The Company assigns the majority of its short-term
receivables arising in the ordinary course of business to our factor on a non-recourse basis. At the time a receivable is assigned
to our factor the credit risk associated with the credit worthiness of the debtor is assumed by the factor. The Company continues
to bear any credit risk associated with delivery or warranty issues related to the products sold.
Management assesses the credit risk of both
its trade accounts receivable and its financing receivables based on the specific identification of accounts that have exceeded
credit terms. An allowance for uncollectible receivables is provided based on that assessment. Changes in the allowance account
are charged to operations in the period the change is determined. Amounts ultimately determined to be uncollectible are eliminated
from the receivable accounts and from the allowance account in the period that the receivables’ status is determined to be
uncollectible.
Based on the nature of the factoring agreement
and prior experience, no allowance related to Amounts Due from Factor has been provided. At December 31, 2015 and 2014, an allowance
of approximately $57,000 has been provided for uncollectible trade accounts receivable.
Net Loss per Common Share
Basic earnings per common share are 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. There were no potentially dilutive
common stock equivalents outstanding during the three or nine month periods ended December 31, 2015 or 2014. As a result, basic
and diluted weighted average common shares outstanding are identical for the three and nine month periods ended December 31, 2015
and 2014.
Contingencies
The Company is involved in various claims and
routine litigation matters. In the opinion of management, after consultation with legal counsel, the outcomes of such matters are
not anticipated to have a material adverse effect on the Company’s consolidated financial position, results of operations,
or cash flows in future years.
Recent Accounting Pronouncements
In August 2014, the Financial Accounting Standards
Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entities Ability to
Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements.
This update provides an explicit requirement for management to assess an entity's ability to continue as a going concern, and to
provide related footnote disclosure in certain circumstances. The amendments are effective for annual periods ending after December
15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual
or interim reporting periods for which the financial statements have not previously been issued. The Company has elected to early
adopt ASU 2014-15. (See previous section entitled Going Concern, Liquidity and Management Plans.)
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS |
As used throughout this
Report, “we,” “our,” “the Company” “USI” and similar words refers to Universal
Security Instruments, Inc.
Forward-Looking
Statements
This Quarterly Report on
Form 10-Q contains certain forward-looking statements reflecting our current expectations with respect to our operations, performance,
financial condition, and other developments. These forward-looking statements may generally be identified by the use of the words
“may”, “will”, “believes”, “should”, “expects”, “anticipates”,
“estimates”, and similar expressions. These statements are necessarily estimates reflecting management’s best
judgment based upon current information and involve a number of risks and uncertainties. We caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors
could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated
or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, those risks identified
elsewhere in this report and listed under “Item 1A – Risk Factors” in our Annual Report on Form 10-K for the
year ended March 31, 2015, as filed with the SEC on August 25, 2015.
overview
We are in the business
of marketing and distributing safety and security products which are primarily manufactured through our 50%-owned Hong Kong Joint
Venture. Our condensed consolidated financial statements detail our sales and other operational results only, and report the financial
results of the Hong Kong Joint Venture using the equity method of accounting. Accordingly, the following discussion and analysis
of the three and nine month periods ended December 31, 2015 and 2014 relate to the operational results of the Company. A discussion
and analysis of the Hong Kong Joint Venture’s operational results for these periods is presented below under the heading
“Joint Venture.”
The Company has developed
new products based on new smoke and gas detection technologies, with what the Company believes are improved sensing technology
and product features. To date we have applied for thirteen patents on these new technologies and features. We have been granted
ten patents (including six for the new technologies and features), and are currently awaiting notification from the U.S. Patent
Office regarding the three remaining patent applications. Most of our new technologies and features have been trademarked under
the trade name IoPhic.
Results
of Operations
Three Months Ended December 31, 2015
and 2014
Sales. Net sales
for the three months ended December 31, 2015 were $4,112,908 compared to $2,371,016 for the comparable three months in the prior
fiscal year, an increase of $1,741,892 (73.5%). The primary reason for the increase in net sales volumes relates to the introduction
and sales of the Company’s new sealed product line and increased sales of carbon monoxide alarms during our third fiscal
quarter.
Gross Profit Margin.
Gross profit margin is calculated as net sales less cost of goods sold expressed as a percentage of net sales. Our gross profit
margin was 31.8% and 16.1% of sales for the quarters ended December 31, 2015 and 2014, respectively. The increase in gross profit
margin was primarily due to the mix of products sold reflecting an increase in the sale of higher gross profit margin sealed battery
products.
Expenses. Research
and development expenses were $147,640 for the three month period ended December 31, 2015 compared to $150,651 for the comparable
quarter of the prior year, a decrease of $3,011 (2.0%). The primary reason for the decrease is the reduction of expenditures to
independent testing facilities associated with the new sealed product line.
Selling, general and administrative
expenses were $1,141,668 at December 31, 2015, compared to $992,284 for the comparable three months in the prior year. As a percentage
of net sales, these expenses decreased to 27.8% for the three month period ended December 31, 2015, from 41.9% for the 2014 period.
The decrease of these costs as a percentage of net sales was primarily due to higher net sales as compared to certain expenses
that do not increase directly with increased sales.
Interest Expense and
Other. Our net interest expense, was $7,135 for the quarter ended December 31, 2015, compared to net interest income of $5,958
for the quarter ended December 31, 2014 as a result of borrowings on the line of credit. Net interest expense or income is dependent
upon amounts borrowed from the Factor netted against interest earned on balances maintained in an interest bearing account with
our factor in the prior year.
Net Loss. We reported
a net loss of $174,172 for the quarter ended December 31, 2015, compared to a net loss of $1,101,372 for the corresponding quarter
of the prior fiscal year, a $927,200 (84.2%) improvement in the net loss. The primary reasons for the decrease in net loss are
the increase in sales due to the introduction of our new sealed product line, as explained above, and the decrease in the loss
from the Hong Kong Joint Venture in the current period as compared to the loss by the Hong Kong Joint Venture in the previous period.
(See page 13 for discussion on the results of operations of the Hong Kong Joint Venture.)
Nine Months Ended December 31, 2015 and
2014
Sales. Net sales
for the nine months ended December 31, 2015 were $10,327,622 compared to $7,109,344 for the comparable nine months in the prior
fiscal year, an increase of $3,218,278 (45.3%). The primary reason for the increase in net sales volumes relates to the introduction
and sales of the Company’s new sealed product line and including increased sales of carbon monoxide alarms during our third
fiscal quarter.
Gross Profit Margin.
The gross profit margin is calculated as net sales less cost of goods sold expressed as a percentage of net sales. The Company’s
gross profit margin was 27.8% for the period ended December 31, 2015 and 20.9% for the period ended December 31, 2014. The increase
in gross profit margin was primarily due to the mix of products sold reflecting an increase in the sale of higher gross profit
margin sealed battery products.
Expenses. Research
and development expenses were $495,071 for the nine months ended December 31, 2015 compared to $572,597 for the comparable period
of the prior year, a decrease of $77,526 (13.5%). The primary reasons for the decrease is the reduction of expenditures to independent
testing facilities associated with the new sealed product line.
Selling, general and administrative
expenses were $3,459,284 at December 31, 2015 compared to $3,299,019 for the comparable nine months in the prior year. As a percentage
of sales, these expenses were 33.5% for the nine month period ended December 31, 2015 and 46.4% for the comparable 2014 period.
The decrease of these costs as a percentage of net sales was primarily due to higher net sales as compared to certain expenses
that do not increase directly with increased sales.
Interest Expense and
Other. Our interest expense was $20,118 for the nine months ended December 31, 2015, compared to net interest income of $22,951
for the nine months ended December 31, 2014 as a result of borrowings on the line of credit. The net interest expense or income
is dependent upon amounts borrowed from the Factor netted against interest earned on balances maintained in an interest bearing
account with our factor in the prior year.
Net Loss. We reported
a net loss of $1,362,552 for the nine months ended December 31, 2015 compared to a net loss of $2,956,485 for the corresponding
period of the prior fiscal year, an improvement in the net loss of $1,593,933 (53.9%). The primary reasons for the decrease in
net loss are the increase in sales due to the introduction of our new sealed product line as explained above and the decrease in
the loss from the Hong Kong Joint Venture in the current period as compared to the loss by the Hong Kong Joint Venture in the previous
period. (See page 13 for discussion on the results of operations of the Hong Kong Joint Venture.)
Going Concern, Liquidity, and Management
Plans
Our history of
operating losses, declining revenues in prior years, and limited financing raises substantial doubt about our ability to
continue as a going concern. The Company had net losses of $1,362,552 for the nine months ended December 31, 2015, and
$3,704,985 and $4,450,244 for the fiscal years ended March 31, 2015 and 2014, respectively. The Company is monitoring its
liquidity and working capital position in light of continued operating losses, and decreases in its cash and working capital
position over the past four fiscal years of operations. Our primary sources of liquidity at December 31, 2015 are our cash on
hand, our Discount Factoring Agreement with Merchant, and projected cash flows from operating activities. In addition to the
expanded factoring agreement with Merchant, the Company believes that its cash position can be improved by a combination of
reductions in inventory and by lowering expenses. In addition, the Company is prepared to initiate changes in its operations,
if needed, to reduce its operating costs while maintaining its current level of customer service. However, there are
potential risks, including that the Company’s revenues may not reach levels required to return to profitability, costs
may exceed the Company’s estimates, or the Company’s working capital needs may be greater than anticipated. Any
of these factors may change the Company’s expectation of cash usage in the remainder of the fiscal year ending March
31, 2016, and beyond, or may significantly affect the Company’s level of liquidity.
Operating activities used cash of $1,640,964 for the nine months ended December 31, 2015. This was primarily
due to an increase in inventories and prepaid expenses of $499,057, an increase in trade accounts receivable and amounts due from
factor of $1,151,723, and a net loss of $1,362,552, offset by an increase in accounts payable and accrued expenses of $448,783,
and a decrease in funds held by our Factor of $631,906. For the same period last year, operating activities used cash of $668,966,
primarily as a result of the net loss of $2,956,485, offset by decreases in accounts receivable and amounts due from factor of
$757,136, inventory and prepaid expenses of $658,774 and an increase in accounts payable and accrued expenses of $241,455.
Investing activities provided
cash of $190,461 during the nine months ended December 31, 2015 from the distribution of dividends from the Hong Kong Joint Venture.
Financing activities provided
cash of $1,628,214 during the nine months ended December 31, 2015, which is comprised of advances on the line of credit from our
factor.
Joint
Venture
Net Sales. Net sales
of the Joint Venture for the three and nine months ended December 31, 2015 were $4,765,598 and $15,002,160 respectively, compared
to $3,987,903 and $12,508,403, respectively, for the comparable period in the prior fiscal year. The 19.5% and 19.9 % respective
increases in net sales by the Joint Venture for the three and nine month periods are due to higher volumes of sales to the Company
due to the introduction of the Company’s new sealed product line and higher sales to other unaffiliated customers.
Gross Profit Margin.
Gross margins of the Joint Venture for the three
month period ended December 31, 2015 decreased to 11.9% from 12.9% for the 2014 corresponding period. For the nine month period
ended December 31, 2015, gross margins were 18.5% compared to 15.9% for the same period of the prior year. Gross margins depend
on sales volume of various products, with varying margins, accordingly, increased sales of higher margin products and decreased
sales of lower margin products positively affect the overall gross margins.
Expenses. Selling,
general and administrative expenses were $915,688 and $3,263,223 respectively, for the three and nine month periods ended December
31, 2015, compared to $1,255,558 and $3,664,793 in the prior year’s respective periods. As a percentage of sales, expenses
were 19.2% and 21.8% for the three and nine month periods ended December 31, 2015, compared to 31.5% and 29.3% for the three and
nine month periods ended December 31, 2014. The changes in selling, general and administrative expense as a percent of sales for
the three and nine month periods were primarily due to costs that do not increase at the same rate as increases in sales volume.
Interest Income.
Interest income on assets held for investment was $125,903 and $355,522 respectively, for the three and nine month periods ended
December 31, 2015, compared to interest income of $138,426 and $392,305, respectively, for the prior year’s periods. Interest
income is dependent on the average balance of assets held for investment.
Net Loss. Net loss
for the three and nine months ended December 31, 2015 was $336,434 and $359,513, respectively, compared to a net loss of $663,232
and $1,521,820, respectively, in the comparable periods last year. The 49.3% and 76.4% respective improvements in the net loss
for the three and nine month periods are due primarily to increased sales volume as noted above.
Liquidity. Cash needs of the Joint
Venture are currently met by funds generated from operations. During the nine months ended December 31, 2015, working capital increased
by $222,676 from $5,387,533 on March 31, 2015 to $5,610,209 on December 31, 2015.
Critical
Accounting Policies
Management’s discussion
and analysis of our condensed consolidated financial statements and results of operations are based on our condensed Consolidated
Financial Statements included as part of this document. The preparation of these condensed consolidated financial statements requires
management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related
disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate these estimates, including those related to
bad debts, inventories, income taxes, and contingencies and litigation. We base these estimates on historical experiences, future
projections and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources.
Actual results may differ from these estimates under different assumptions or conditions.
We believe the following
critical accounting policies affect management’s more significant judgments and estimates used in the preparation of its
condensed consolidated financial statements. For a detailed discussion on the application on these and other accounting policies,
see Note A to the consolidated financial statements included in Item 8 of the Form 10-K for the year ended March 31, 2015 as filed
with the Securities and Exchange Commission on August 25, 2015. Certain of our accounting policies require the application of significant
judgment by management in selecting the appropriate assumptions for calculating financial estimates. By their nature, these judgments
are subject to an inherent degree of uncertainty and actual results could differ from these estimates. These judgments are based
on our historical experience, terms of existing contracts, current economic trends in the industry, information provided by our
customers, and information available from outside sources, as appropriate. Our critical accounting policies include:
Revenue Recognition.
We recognize sales upon shipment of products net of applicable provisions for any discounts or allowances. The shipping date from
our warehouse is the appropriate point of revenue recognition since upon shipment we have substantially completed our obligations
which entitle us to receive the benefits represented by the revenues, and the shipping date provides a consistent point within
our control to measure revenue. Customers may not return, exchange or refuse acceptance of goods without our approval. The Company
will also enter into contracts with a customer to grant pre-approved rights of return of up to fifty percent of products sold on
certain invoices to provide for and gain acceptance within certain markets. In the event a pre-approved right of return is granted,
revenue recognition is deferred until the right of return expires. We have established allowances to cover anticipated doubtful
accounts based upon historical experience.
Inventories. Inventories
are valued at the lower of cost or market. Cost is determined on the first-in first-out method. We evaluate inventories on a quarterly
basis and write down inventory that is deemed obsolete or unmarketable in an amount equal to the difference between the cost of
inventory and the estimated market value based upon assumptions about future demand and market conditions.
Income Taxes. The
Company recognizes a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets
or liabilities and their reported amounts in the financial statements. These temporary differences may result in taxable or deductible
amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets
are reviewed periodically for recoverability and a valuation allowance is provided whenever it is more likely than not that a deferred
tax asset will not be realized. A full valuation allowance is provided on our deferred tax assets. Our ability to realize the tax
benefits associated with the deferred tax assets depends primarily upon the timing of future taxable income and the expiration
dates of the components of the deferred tax assets. If sufficient future taxable income is generated, we may be able to offset
a portion of future tax expenses.
The Company follows the
financial pronouncement that gives guidance related to the financial statement of recognition and measurement of a tax position
taken or expected to be taken in a tax return and requires that we recognize in our financial statements the impact of a tax position,
if that position is more likely than not to be sustained upon an examination, based on the technical merits of the position. Interest
and penalties related to income tax matters are recorded as income tax expenses.
Accounts Receivable
and Amount Due From Factor. The Company assigns the majority of its short-term receivables arising in the ordinary course of
business to our factor. At the time of a receivable is assigned to our factor the credit risk associated with the credit worthiness
of the debtor is assumed by the factor. The Company continues to bear any risk associated with delivery or warranty issues related
to the products sold.
Management assesses the
credit risk of both its trade accounts receivable and its financing receivables based on the specific identification of accounts
that have exceeded credit terms. An allowance for uncollectible receivables is provided based on that assessment. Changes in the
allowance account from one accounting period to the next are charged to operations in the period the change is determined. Amounts
ultimately determined to be uncollectible are eliminated from the receivable accounts and from the allowance account in the period
that the receivables’ status is determined to be uncollectible.
Based on the nature of the factoring agreement
and prior experience, no allowance related to the Amount Due from Factor has been provided. An allowance of $57,000 has been provided
for uncollectible trade accounts receivable as of December 31, 2015 and 2014.
Contingencies. From
time to time, we are subject to lawsuits and other claims, related to patents and other matters. Management is required to assess
the likelihood of any adverse judgments or outcomes to these matters, as well as potential ranges of probable losses. A determination
of the amount of reserves required, if any, for these contingencies is based on a careful analysis of each individual issue with
the assistance of outside legal counsel. It is the opinion of management, based on consultation with legal counsel, that material
losses from litigation are not reasonably likely.
Warranties. We generally
provide warranties from one to ten years to the non-commercial end user on all products sold. The manufacturers of our products
provide us with a one-year warranty on all products we purchase for resale. A reserve for warranty replacements of $25,000 has
been provided for products beyond the one year period covered by the manufacturer.
Off-Balance Sheet Arrangements.
We have not created, and are not party to, any special-purpose or off balance sheet entities for the purpose of raising capital,
incurring debt or operating parts of our business that are not consolidated into our condensed financial statements and do not
have any arrangements or relationships with entities that are not consolidated into our condensed financial statements that are
reasonably likely to materially affect our liquidity or the availability of our capital resources.
| ITEM 4. | CONTROLS AND PROCEDURES |
We maintain a system of
disclosure controls and procedures (as such item is defined in Rules 13a – 15(e) and 15d – 15(e) of the Exchange Act)
that is designed to provide reasonable assurance that information, which is required to be disclosed by us in the reports that
we file or submit under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange Commission, and is accumulated and communicated
to management in a timely manner. Our Chief Executive Officer and Chief Financial Officer have evaluated this system of disclosure
controls and procedures in accordance with applicable Securities and Exchange Commission guidance as of the end of the period covered
by this quarterly report, and have concluded that disclosure controls and procedures were not effective as a result of material
weaknesses identified as described in our Annual Report on Form 10-K for our fiscal year ended March 31, 2015, as filed with the
Securities and Exchange Commission on August 25, 2015. A material weakness is a deficiency, or a combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a timely basis.
Notwithstanding the identified
material weaknesses, management believes that the financial statements and other financial information included in this report
present fairly in all material respects our financial condition, results of operations and cash flows as of and for the periods
presented in accordance with accounting principles generally accepted in the United States of America.
With the oversight
of the audit committee of our board of directors, management has since taken steps to address the identified material weaknesses
including establishing additional review procedures over critical accounting functions, and establishing additional monitoring
controls over transactions and cut-off procedures. Management plans to take additional measures including enhanced documentation
of monitoring controls and review procedures to remediate the underlying causes of the material weaknesses referred to in our Annual
Report on Form 10-K for our fiscal year ended March 31, 2015, as filed with the Securities and Exchange Commission on August 25,
2015.
Changes in Internal
Control over Financial Reporting. Other than as described above there have not been any changes in our internal control
over financial reporting that occurred during the quarter ended December 31, 2015 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
From time to time, the
Company is involved in various lawsuits and legal matters. It is the opinion of management, based on the advice of legal counsel,
that these matters will not have a material adverse effect on the Company’s financial statements.
Exhibit No. |
|
3.1 |
Articles of Incorporation (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 1988, File No. 1-31747) |
3.2 |
Articles Supplementary, filed October 14, 2003 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed October 31, 2002, file No. 1-31747) |
3.3 |
Bylaws, as amended (incorporated by
reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed July 13, 2011, File No. 1-31747) |
10.1 |
2011 Non-Qualified Stock Option Plan (incorporated by reference to the Company’s Proxy Statement with respect to the Company’s 2011 Annual Meeting of Shareholders, filed July 26, 2011, File No. 1-31747) |
10.2 |
Hong Kong Joint Venture Agreement, 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, 2003, File No. 1-31747) |
10.3 |
Amended and Restated Factoring Agreement between the Registrant and The CIT Group/Commercial Services, Inc. (“CIT”), dated June 22, 2007 (substantially identical agreement entered into by the Registrant’s wholly-owned subsidiary, USI Electric, Inc.) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 26, 2007, file No. 1-31747) |
10.4 |
Amended and Restated Inventory Security Agreement between the Registrant and CIT, dated June 22, 2007 (substantially identical agreement entered into by the Registrant’s wholly-owned subsidiary, USI Electric, Inc.) (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 26, 2007, file No. 1-31747) |
10.5 |
Amendment, dated December 22, 2009, to Amended and Restated Factoring Agreement between the Registrant and CIT dated June 22, 2007 (substantially identical agreement entered into by the Registrant’s wholly-owned subsidiary, USI Electric, Inc.) (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed February 16, 2010, file No. 1-31747) |
10.6 |
Lease between Universal Security Instruments, Inc. and St. John Properties, Inc. dated November 4, 2008 for its office and warehouse located at 11407 Cronhill Drive, Suites A-D, Owings Mills, Maryland 21117 (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2008, File No. 1-31747) |
10.7 |
Amendment to Lease between Universal Security Instruments, Inc. and St. John Properties, Inc. dated June 23, 2009 (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2009, File No. 1-31747) |
10.8 |
Amended and Restated Employment Agreement dated July 18, 2007 between the Company and Harvey B. Grossblatt (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2007, File No. 1-31747), as amended by Addendum dated November 13, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 15, 2007, File No. 1-31747), by Addendum dated September 8, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 8, 2008, File No. 1-31747), by Addendum dated March 11, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 12, 2010, File No. 1-31747), by Addendum dated July 19, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 20, 2012, File No. 1-31747) , by Addendum dated July 3, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 8, 2013, File No. 1-31747), by Addendum dated July 21, 2014 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 21, 2014, File No. 1-31747), and by addendum dated July 23, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2015, File No. 1-31747) |
31.1 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer* |
31.2 |
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer* |
32.1 |
Section 1350 Certifications* |
99.1 |
Press Release dated February 18, 2016 |
101 |
Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets, December 31, 2015 and March 31, 2015, (ii) Condensed Consolidated Statements of Earnings for the three and nine months ended December 31, 2015 and 2014, (iii) Condensed Consolidated Statements of Cash Flows for the three and nine months ended December 31, 2015 and 2014, and (v) Notes to Consolidated Financial Statements* |
*Filed herewith
SIGNATURES
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. |
|
(Registrant) |
|
|
|
Date: February 18, 2016 |
By: |
/s/ Harvey B. Grossblatt |
|
|
Harvey B. Grossblatt |
|
|
President, Chief Executive Officer |
|
|
|
|
By: |
/s/ James B. Huff |
|
|
James B. Huff |
|
|
Vice President, Chief Financial Officer |
Exhibit 31.1
CERTIFICATION
I, Harvey B. Grossblatt,
certify that:
1. I have reviewed this Quarterly Report
on Form 10-Q of Universal Security Instruments, Inc.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s
other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the Registrant and have:
| (a) | Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal
control over financial reporting; and |
5. The Registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the
equivalent function):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
February 18, 2016 |
/s/ Harvey B. Grossblatt |
|
Harvey B. Grossblatt |
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION
I, James B. Huff, certify
that:
1. I have reviewed this Quarterly Report on Form 10-Q of Universal Security Instruments, Inc.;
2. Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge,
the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4. The Registrant’s other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the Registrant and have:
| (a) | Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating
to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented
in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the Registrant’s internal control over financial reporting
that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case
of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal
control over financial reporting; and |
5. The Registrant’s
other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the
equivalent function):
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize
and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant
role in the Registrant’s internal control over financial reporting. |
February 18, 2016 |
/s/ James B. Huff |
|
James B. Huff |
|
Chief Financial Officer |
Exhibit 32.1
SECTION 1350 CERTIFICATIONS
In connection with
the Quarterly Report of Universal Security Instruments, Inc. (the “Company”) on Form 10-Q for the period ending December
31, 2015 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 the Report fairly presents, in all material respects, the financial
condition and result of operations of the Company for the periods reflected therein. |
February 18, 2016 |
/s/ Harvey B. Grossblatt |
|
Harvey B. Grossblatt |
|
Chief Executive Officer |
|
|
|
/s/ James B. Huff |
|
James B. Huff |
|
Chief Financial Officer |
Exhibit 99.1
For Immediate Release
Contact: Harvey Grossblatt, CEO
Universal Security Instruments, Inc.
410-363-3000, Ext. 224
or
Don Hunt, Jeff Lambert
Lambert, Edwards & Associates, Inc.
616-233-0500
Universal Security Instruments
Reports Third-Quarter Results
OWINGS MILLS, MD. February 18, 2016: Universal
Security Instruments, Inc. (NYSE AMEX: UUU) today announced results for its third fiscal quarter ended December 31, 2015.
For the three months ended December 31,
2015, the Company reported sales rose 73.5% to $4,112,908 compared to sales of $2,371,016 for the same period last year. The Company
reported a net loss of $174,172, or $0.08 per basic and diluted share, compared to a net loss of $1,101,372 or $0.48 per basic
and diluted share for the same period last year.
For the nine months ended December 31,
2015, sales rose 45.3% to $10,327,622 versus $7,109,344 for the same period last year. The Company reported a net loss of $1,362,552,
or $0.59 per basic and diluted share, compared to a net loss of $2,956,485 or $1.28, per basic and diluted share.
“The Company continues to expand
its distribution of its new line of sealed ionization smoke, carbon monoxide, and combination alarms which is the primary reason
for the 73.5% sales increase for the quarter ended December 31, 2015. The Company’s joint venture reported a reduced loss
for the quarter and year to date period resulting from increased sales of sealed products to Universal.”, said Harvey Grossblatt
CEO of Universal Security Instruments Inc.
UNIVERSAL SECURITY INSTRUMENTS, INC. is
a U.S.-based manufacturer (through its Hong Kong Joint Venture) and distributor of safety and security devices. Founded in 1969,
the Company has an over 40-year heritage of developing innovative and easy-to-install products, including smoke, fire and carbon
monoxide alarms. For more information on Universal Security Instruments, visit our website at www.universalsecurity.com.
"Safe
Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this news release
may constitute forward-looking statements within the meaning of the federal securities laws that inherently include certain risks
and uncertainties. Actual results could differ materially from those projected in or contemplated by the forward-looking
statements due to a number of factors, including, among other items, our Hong Kong Joint Venture's respective ability to maintain
operating profitability, currency fluctuations, the impact of current and future laws and governmental regulations affecting us
and our Hong Kong Joint Venture and other factors which may be identified from time to time in our Securities and Exchange Commission
filings and other public announcements. We do not undertake and specifically disclaim any obligation to update any forward-looking
statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
We will revise our outlook from time to time and frequently will not disclose such revisions publicly
-- more --
Universal/Page
2
UNIVERSAL SECURITY INSTRUMENTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
– (UNAUDITED)
| |
Three Months Ended December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Sales | |
$ | 4,112,908 | | |
$ | 2,371,016 | |
Net loss | |
| (174,172 | ) | |
| (1,101,372 | ) |
Loss per share: | |
| | | |
| | |
Basic and diluted | |
$ | (0.08 | ) | |
$ | (0.48 | ) |
Weighted average number of common shares outstanding:
| |
| | | |
| | |
Basic and diluted | |
| 2,312,887 | | |
| 2,312,887 | |
| |
Nine Months Ended December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Sales | |
$ | 10,327,622 | | |
$ | 7,109,344 | |
Net loss | |
| (1,362,552 | ) | |
| (2,956,485 | ) |
Loss per share: | |
| | | |
| | |
Basic and diluted | |
$ | (0.59 | ) | |
$ | (1.28 | ) |
Weighted average number of common shares outstanding:
| |
| | | |
| | |
Basic and diluted | |
| 2,312,887 | | |
| 2,312,887 | |
CONSOLIDATED BALANCE SHEETS – (UNAUDITED)
ASSETS | |
| |
| |
December 31, | |
| |
2015 | | |
2014 | |
| |
| | |
| |
Cash | |
$ | 227,138 | | |
$ | 1,382,027 | |
Accounts receivable and amount due from factor | |
| 2,940,046 | | |
| 1,531,986 | |
Inventory | |
| 4,597,465 | | |
| 3,707,674 | |
Prepaid expenses | |
| 212,519 | | |
| 233,777 | |
TOTAL CURRENT ASSETS | |
| 7,977,168 | | |
| 6,855,464 | |
| |
| | | |
| | |
INVESTMENT IN HONG KONG JOINT VENTURE | |
| 12,082,513 | | |
| 13,563,757 | |
PROPERTY, EQUIPMENT, AND INTANGIBLE ASSET – NET | |
| 148,014 | | |
| 187,237 | |
OTHER ASSETS | |
| 6,000 | | |
| 38,134 | |
TOTAL ASSETS | |
$ | 20,213,695 | | |
$ | 20,644,592 | |
| |
| | | |
| | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| |
| | | |
| | |
Line of credit - factor
| |
$ | 1,628,214 | | |
$ | - | |
Accounts payable | |
| 1,299,753 | | |
| 802,603 | |
Accrued liabilities | |
| 298,059 | | |
| 224,413 | |
TOTAL CURRENT LIABILITIES | |
| 3,226,026 | | |
| 1,027,016 | |
| |
| | | |
| | |
LONG TERM OBLIGATION | |
| - | | |
| 25,000 | |
SHAREHOLDERS’ EQUITY | |
| | | |
| | |
Common stock, $.01 par value per share; authorized 20,000,000 shares; issued and outstanding 2,312,887 at December 31, 2015 and 2014 | |
| 23,129 | | |
| 23,129 | |
Additional paid-in capital | |
| 12,885,841 | | |
| 12,885,841 | |
Retained earnings | |
| 3,225,780 | | |
| 5,478,631 | |
Accumulated other comprehensive income | |
| 852,919 | | |
| 1,204,975 | |
TOTAL SHAREHOLDERS’ EQUITY | |
| 16,987,669 | | |
| 19,592,576 | |
| |
| | | |
| | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
$ | 20,213,695 | | |
$ | 20,644,592 | |
v3.3.1.900
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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
|
Dec. 31, 2015 |
Mar. 31, 2015 |
CURRENT ASSETS |
|
|
Cash |
$ 227,138
|
$ 49,427
|
Funds held by factor |
0
|
631,906
|
Accounts receivable: |
|
|
Trade, less allowance for doubtful accounts |
202,566
|
381,254
|
Receivables from employees |
60,610
|
53,990
|
Receivable from Hong Kong Joint Venture |
96,516
|
135,768
|
Accounts, Notes, Loans and Financing Receivable, Net, Current |
359,692
|
571,012
|
Amount due from factor |
2,580,354
|
1,217,311
|
Inventories - finished goods |
4,597,465
|
3,852,182
|
Prepaid expenses |
212,519
|
438,745
|
TOTAL CURRENT ASSETS |
7,977,168
|
6,760,583
|
INVESTMENT IN HONG KONG JOINT VENTURE |
12,082,513
|
12,943,280
|
PROPERTY AND EQUIPMENT - NET |
79,821
|
104,618
|
INTANGIBLE ASSET - NET |
68,193
|
71,547
|
OTHER ASSETS |
6,000
|
26,000
|
TOTAL ASSETS |
20,213,695
|
19,906,028
|
CURRENT LIABILITIES |
|
|
Line of credit - factor |
1,628,214
|
0
|
Accounts payable |
423,229
|
668,846
|
Accounts payable - Hong Kong Joint Venture |
876,524
|
299,985
|
Accrued liabilities: |
|
|
Payroll and employee benefits |
100,261
|
69,180
|
Commissions and other |
197,798
|
111,020
|
TOTAL CURRENT LIABILITIES |
$ 3,226,026
|
$ 1,149,031
|
COMMITMENTS AND CONTINGENCIES |
|
|
SHAREHOLDERS’ EQUITY |
|
|
Common stock, $.01 par value per share; authorized 20,000,000 shares; 2,312,887 shares issued and outstanding at December 31, 2015 and March 31, 2015, respectively |
$ 23,129
|
$ 23,129
|
Additional paid-in capital |
12,885,841
|
12,885,841
|
Retained earnings |
3,225,780
|
4,588,332
|
Accumulated other comprehensive income |
852,919
|
1,259,695
|
TOTAL SHAREHOLDERS’ EQUITY |
16,987,669
|
18,756,997
|
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ 20,213,695
|
$ 19,906,028
|
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v3.3.1.900
CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares
|
Dec. 31, 2015 |
Mar. 31, 2015 |
Common stock, par value (in dollars per share) |
$ 0.01
|
$ 0.01
|
Common stock, shares authorized |
20,000,000
|
20,000,000
|
Common stock, shares issued |
2,312,887
|
2,312,887
|
Common stock, shares outstanding |
2,312,887
|
2,312,887
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X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
|
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Net sales |
$ 4,112,908
|
$ 2,371,016
|
$ 10,327,622
|
$ 7,109,344
|
Cost of goods sold - acquired from Joint Venture |
2,727,122
|
1,726,909
|
7,231,947
|
5,039,056
|
Cost of goods sold - other |
77,418
|
261,772
|
220,224
|
582,949
|
GROSS PROFIT |
1,308,368
|
382,335
|
2,875,451
|
1,487,339
|
Research and development expense |
147,640
|
150,651
|
495,071
|
572,597
|
Selling, general and administrative expense |
1,141,668
|
992,284
|
3,459,284
|
3,299,019
|
Operating income (loss) |
19,060
|
(760,600)
|
(1,078,904)
|
(2,384,277)
|
Other (expense) income: |
|
|
|
|
Loss from investment in Hong Kong Joint Venture |
(186,097)
|
(346,730)
|
(263,530)
|
(595,159)
|
Interest (expense) income |
(7,135)
|
5,958
|
(20,118)
|
22,951
|
NET LOSS |
$ (174,172)
|
$ (1,101,372)
|
$ (1,362,552)
|
$ (2,956,485)
|
Loss per share: |
|
|
|
|
Basic and diluted (in dollars per share) |
$ (0.08)
|
$ (0.48)
|
$ (0.59)
|
$ (1.28)
|
Shares used in computing net loss per share: |
|
|
|
|
Weighted average basic and diluted shares outstanding (in shares) |
2,312,887
|
2,312,887
|
2,312,887
|
2,312,887
|
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME - USD ($)
|
3 Months Ended |
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
NET LOSS |
$ (174,172)
|
$ (1,101,372)
|
$ (1,362,552)
|
$ (2,956,485)
|
Other Comprehensive (Loss) Income: Company’s portion of Hong Kong Joint Venture’s other comprehensive (loss) income: |
|
|
|
|
Currency translation |
(268,350)
|
0
|
(268,350)
|
(20,396)
|
Unrealized (loss) gain on investment securities |
(12,966)
|
(2,843)
|
(138,426)
|
35,243
|
Total Other Comprehensive (Loss) Income |
(281,316)
|
(2,843)
|
(406,776)
|
14,847
|
COMPREHENSIVE LOSS |
$ (455,488)
|
$ (1,104,215)
|
$ (1,769,328)
|
$ (2,941,638)
|
X |
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v3.3.1.900
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
|
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
OPERATING ACTIVITIES |
|
|
Net loss |
$ (1,362,552)
|
$ (2,956,485)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
Depreciation and amortization |
28,151
|
34,995
|
Loss from investment in Hong Kong Joint Venture |
263,530
|
595,159
|
Changes in operating assets and liabilities: |
|
|
Decrease in funds held by Factor |
631,906
|
0
|
(Increase) decrease in accounts receivable and amounts due from factor |
(1,151,723)
|
757,136
|
(Increase) decrease in inventories, prepaid expenses, and other |
(499,057)
|
658,774
|
Increase in accounts payable and accrued expenses |
448,781
|
241,455
|
NET CASH USED IN OPERATING ACTIVITIES |
(1,640,964)
|
(668,966)
|
INVESTING ACTIVITIES: |
|
|
Cash distributions from Joint Venture |
190,461
|
0
|
NET CASH PROVIDED BY INVESTING ACTIVITIES |
190,461
|
0
|
FINANCING ACTIVITIES: |
|
|
Net proceeds from Line of Credit - Factor |
1,628,214
|
0
|
NET CASH PROVIDED BY FINANCING ACTIVITIES |
1,628,214
|
0
|
NET INCREASE (DECREASE) IN CASH |
177,711
|
(668,966)
|
Cash at beginning of period |
49,427
|
2,050,993
|
CASH AT END OF PERIOD |
227,138
|
1,382,027
|
SUPPLEMENTAL INFORMATION: |
|
|
Interest paid |
20,118
|
0
|
Income taxes paid |
$ 0
|
$ 0
|
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v3.3.1.900
Basis of Presentation
|
9 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Basis of Accounting [Text Block] |
Basis of Presentation The condensed consolidated financial statements include the accounts of Universal Security Instruments, Inc. (USI or the Company) and its majority owned subsidiaries. Except for the condensed consolidated balance sheet as of March 31, 2015, which was derived from audited financial statements, the accompanying condensed consolidated financial statements are unaudited. Significant inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim condensed 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 accounting principles generally accepted in the United States of America (US-GAAP) have been condensed or omitted. The interim condensed consolidated financial statements should be read in conjunction with the Company’s March 31, 2015 audited financial statements filed with the Securities and Exchange Commission (SEC) on Form 10-K filed on August 25, 2015. The interim operating results are not necessarily indicative of the operating results for the full fiscal year.
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v3.3.1.900
Going Concern, Liquidity, and Management Plans
|
9 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
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Going Concern, Liquidity, and Management Plans The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern. Accordingly, assets and liabilities are recorded on the basis that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Our history of operating losses, declining revenues in prior years, and limited financing options raises substantial doubt about our ability to continue as a going concern. The Company had net losses of $1,362,552 for the nine months ended December 31, 2015, and $3,704,985 and $4,450,244 for the fiscal years ended March 31, 2015 and 2014, respectively. The Company is monitoring its liquidity and working capital position in light of continued operating losses, and decreases in its cash and working capital position over the past four fiscal years of operations. In addition to the expanded factoring agreement with Merchant Factors Corporation (Merchant) as discussed below, the Company has negotiated payment terms on its trade accounts payable to the Hong Kong Joint Venture. The payment terms on the trade accounts payable to the Hong Kong Joint Venture provide ninety day repayment terms on up to $1,000,000 of purchases of the Company’s new sealed product line. The Company also believes that its cash position can be improved by a combination of reductions in inventory and by lowering expenses. In addition, the Company is prepared to initiate changes in its operations, if needed, to reduce its operating costs while maintaining its current level of customer service. However, there are potential risks, including that the Company’s revenues may not reach levels required to return to profitability, costs may exceed the Company’s estimates, or the Company’s working capital needs may be greater than anticipated. Any of these factors may change the Company’s expectation of cash usage in the remainder of the fiscal year ending March 31, 2016, and beyond, or may significantly affect the Company’s level of liquidity. These financial statements do not include any adjustments that might result from the Company not being able to continue as a going concern.
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v3.3.1.900
Line of Credit - Factor
|
9 Months Ended |
Dec. 31, 2015 |
Receivables [Abstract] |
|
Amounts Due From Factor [Text Block] |
Line of Credit Factor On January 15, 2015, the Company entered into an expanded financing and discount factoring agreement with Merchant for the purpose of factoring the Company’s trade accounts receivable and to provide financing secured by finished goods inventory. The agreement replaces the financing and factoring agreement with CIT which was terminated on the same date. In accordance with the provisions of the Discount Factoring Agreement with Merchant, the Company may take advances, recorded as a liability of the Company, equal to eighty percent (80%) of the uncollected non-recourse factored trade accounts receivable balance less applicable factoring commissions. Additionally, the Discount Factoring Agreement with Merchant enables the Company to borrow up to fifty percent (50%) of eligible inventories subject to a borrowing limitation on inventory of $1,000,000. As of December 31, 2015, our borrowings under the Discount Factoring Agreement with Merchant totaled $1,628,214 and the Company had remaining availability under the discount factoring agreement of approximately $1,016,000. The cumulative balance of advances on factored trade accounts receivable and borrowing on inventories is secured by all of the Company’s trade accounts receivable and inventories, are repaid periodically as collections are made by Merchant but are otherwise due upon demand, and bears interest at the prime commercial rate of interest, as published, plus two percent (Effective rate 5.50% at December 31, 2015). Advances under the factoring agreement are made at the sole discretion of Merchant, based on their assessment of the receivables, inventory and our financial condition at the time of each request for an advance.
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v3.3.1.900
Use of Estimates
|
9 Months Ended |
Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
Use Of Estimates [Text Block] |
Use of Estimates The preparation of the condensed consolidated financial statements in conformity with US-GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates.
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v3.3.1.900
Revenue Recognition
|
9 Months Ended |
Dec. 31, 2015 |
Revenue Recognition [Abstract] |
|
Revenue Recognition [Text Block] |
Revenue Recognition We recognize sales upon shipment of products net of applicable provisions for any discounts or allowances. The shipping date from our warehouse is the appropriate point of revenue recognition since upon shipment we have substantially completed our obligations which entitle us to receive the benefits represented by the revenues, and the shipping date provides a consistent point within our control to measure revenue. Customers may not return, exchange or refuse acceptance of goods without our approval. The Company will also enter into contracts with a customer to grant pre-approved rights of return of up to fifty percent of products sold on certain invoices to provide for and gain acceptance within certain markets. In the event a pre-approved right of return is granted, revenue recognition is deferred until the right of return expires. We have established allowances to cover anticipated doubtful accounts based upon historical experience.
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v3.3.1.900
Joint Venture
|
9 Months Ended |
Dec. 31, 2015 |
Equity Method Investments and Joint Ventures [Abstract] |
|
Equity Method Investments and Joint Ventures Disclosure [Text Block] |
Joint Venture The Company and its joint venture partner, a Hong Kong corporation, each owns a 50% interest in a Hong Kong joint venture, Eyston Company Limited (the “Hong Kong Joint Venture”), that manufactures security products in its facilities located in the People’s Republic of China. The following represents summarized balance sheet and income statement information of the Hong Kong Joint Venture as of and for the nine months ended December 31, 2015 and 2014: | | 2015 | | 2014 | | | | (Unaudited) | | (Unaudited) | | | | | | | | | | Net sales | | $ | 15,002,160 | | $ | 12,508,403 | | | | | | | | | | Gross profit | | | 2,779,556 | | | 1,989,858 | | | | | | | | | | Net loss | | | (359,513) | | | (1,521,820) | | | | | | | | | | Total current assets | | | 10,689,736 | | | 12,758,188 | | | | | | | | | | Total assets | | | 29,543,358 | | | 32,804,224 | | | | | | | | | | Total current liabilities | | | 5,079,527 | | | 6,025,207 | | | | | | | | | | Total liabilities | | | 5,079,527 | | | 6,025,207 | | During the nine months ended December 31, 2015 and 2014, the Company purchased $5,811,404 and $4,844,335, respectively, of products directly from the Hong Kong Joint Venture for resale. For the nine month periods ended December 31, 2015 and 2014, the Company has adjusted its earnings of the Hong Kong Joint Venture to reflect an increase of $41,317 and a decrease of $165,751, respectively, to eliminate inter-Company profit on purchases held by the Company in inventory.
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Income Taxes
|
9 Months Ended |
Dec. 31, 2015 |
Income Tax Disclosure [Abstract] |
|
Income Tax Disclosure [Text Block] |
Income Taxes We calculate our interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. At the end of each interim period, we estimate the annual effective tax rate and apply that tax rate to our ordinary quarterly pre-tax income. The tax expense or benefit related to discrete events during the interim period is recognized in the interim period in which those events occurred. In addition, the effect of changes in enacted tax laws or rates or tax status is recognized in the interim period in which the change occurs. The Company recognizes a liability or asset for the deferred tax consequences of temporary differences between the tax basis of assets or liabilities and their reported amounts in the financial statements. These temporary differences may result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The deferred tax assets are reviewed periodically for recoverability and a valuation allowance is provided whenever it is more likely than not that a deferred tax asset will not be realized. The Company established a full valuation allowance on its deferred tax assets to recognize that net operating losses, and research and foreign tax credits expiring in future periods will likely not be realized. This determination was made based on continued taxable losses which cause uncertainty as to whether the Company will generate sufficient taxable income to use the deferred tax assets prior to expiration. Our ability to realize the tax benefits associated with the deferred tax assets depends primarily upon the timing of future taxable income and the expiration dates of the components of the deferred tax assets. If sufficient future taxable income is generated, we may be able to offset a portion of future tax expenses.
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v3.3.1.900
Accounts Receivable and Amount Due from Factor
|
9 Months Ended |
Dec. 31, 2015 |
Receivables [Abstract] |
|
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] |
Accounts Receivable and Amount Due From Factor The Company assigns the majority of its short-term receivables arising in the ordinary course of business to our factor on a non-recourse basis. At the time a receivable is assigned to our factor the credit risk associated with the credit worthiness of the debtor is assumed by the factor. The Company continues to bear any credit risk associated with delivery or warranty issues related to the products sold. Management assesses the credit risk of both its trade accounts receivable and its financing receivables based on the specific identification of accounts that have exceeded credit terms. An allowance for uncollectible receivables is provided based on that assessment. Changes in the allowance account are charged to operations in the period the change is determined. Amounts ultimately determined to be uncollectible are eliminated from the receivable accounts and from the allowance account in the period that the receivables’ status is determined to be uncollectible. Based on the nature of the factoring agreement and prior experience, no allowance related to Amounts Due from Factor has been provided. At December 31, 2015 and 2014, an allowance of approximately $57,000 has been provided for uncollectible trade accounts receivable.
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- DefinitionThe entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.
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Net Loss per Common Share
|
9 Months Ended |
Dec. 31, 2015 |
Earnings Per Share [Abstract] |
|
Earnings Per Share [Text Block] |
Net Loss per Common Share Basic earnings per common share are 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. There were no potentially dilutive common stock equivalents outstanding during the three or nine month periods ended December 31, 2015 or 2014. As a result, basic and diluted weighted average common shares outstanding are identical for the three and nine month periods ended December 31, 2015 and 2014.
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v3.3.1.900
Recent Accounting Pronouncements
|
9 Months Ended |
Dec. 31, 2015 |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] |
|
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] |
Recent Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entities Ability to Continue as a Going Concern, which is included in Accounting Standards Codification (ASC) 205, Presentation of Financial Statements. This update provides an explicit requirement for management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company has elected to early adopt ASU 2014-15. (See previous section entitled Going Concern, Liquidity and Management Plans.)
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Joint Venture (Tables)
|
9 Months Ended |
Dec. 31, 2015 |
Equity Method Investments and Joint Ventures [Abstract] |
|
Schedule Of Financial Statement Information Of Joint Ventures [Table Text Block] |
The following represents summarized balance sheet and income statement information of the Hong Kong Joint Venture as of and for the nine months ended December 31, 2015 and 2014: | | 2015 | | 2014 | | | | (Unaudited) | | (Unaudited) | | | | | | | | | | Net sales | | $ | 15,002,160 | | $ | 12,508,403 | | | | | | | | | | Gross profit | | | 2,779,556 | | | 1,989,858 | | | | | | | | | | Net loss | | | (359,513) | | | (1,521,820) | | | | | | | | | | Total current assets | | | 10,689,736 | | | 12,758,188 | | | | | | | | | | Total assets | | | 29,543,358 | | | 32,804,224 | | | | | | | | | | Total current liabilities | | | 5,079,527 | | | 6,025,207 | | | | | | | | | | Total liabilities | | | 5,079,527 | | | 6,025,207 | |
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v3.3.1.900
Going Concern, Liquidity, and Management Plans (Details Textual) - USD ($)
|
3 Months Ended |
9 Months Ended |
12 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Mar. 31, 2015 |
Mar. 31, 2014 |
Net Income (Loss) Attributable To Parent |
$ (174,172)
|
$ (1,101,372)
|
$ (1,362,552)
|
$ (2,956,485)
|
$ 3,704,985
|
$ 4,450,244
|
Repayments of Debt |
|
|
$ 1,000,000
|
|
|
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- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
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Line of Credit - Factor (Details Textual)
|
9 Months Ended |
Dec. 31, 2015
USD ($)
|
Line of Credit Facility, Borrowing Capacity, Description |
The agreement replaces the financing and factoring agreement with CIT which was terminated on the same date. In accordance with the provisions of the Discount Factoring Agreement with Merchant, the Company may take advances, recorded as a liability of the Company, equal to eighty percent (80%) of the uncollected non-recourse factored trade accounts receivable balance less applicable factoring commissions. Additionally, the Discount Factoring Agreement with Merchant enables the Company to borrow up to fifty percent (50%) of eligible inventories subject to a borrowing limitation on inventory of $1,000,000.
|
Line of Credit Facility, Interest Rate Description |
bears interest at the prime commercial rate of interest, as published, plus two percent (Effective rate 5.50% at December 31, 2015).
|
Long-term Line of Credit |
$ 1,628,214
|
Line of Credit Facility, Remaining Borrowing Capacity |
$ 1,016,000
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v3.3.1.900
Joint Venture (Details) - USD ($)
|
9 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Net sales |
$ 15,002,160
|
$ 12,508,403
|
Gross profit |
2,779,556
|
1,989,858
|
Net loss |
(359,513)
|
(1,521,820)
|
Total current assets |
10,689,736
|
12,758,188
|
Total assets |
29,543,358
|
32,804,224
|
Total current liabilities |
5,079,527
|
6,025,207
|
Total liabilities |
$ 5,079,527
|
$ 6,025,207
|
v3.3.1.900
X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.
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