ITEM 1.
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(unaudited)
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(audited)
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June 30, 2017
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|
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March 31, 2017
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ASSETS
|
|
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|
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|
|
|
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|
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|
|
|
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CURRENT ASSETS
|
|
|
|
|
|
|
|
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Cash
|
|
$
|
246,508
|
|
|
$
|
262,355
|
|
|
|
|
|
|
|
|
|
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Accounts receivable:
|
|
|
|
|
|
|
|
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Trade, less allowance for doubtful accounts
|
|
|
456,550
|
|
|
|
170,010
|
|
Receivables from employees
|
|
|
60,782
|
|
|
|
60,087
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Receivable from Hong Kong Joint Venture
|
|
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418,183
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|
|
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17,584
|
|
|
|
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935,515
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|
|
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247,681
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|
|
|
|
|
|
|
|
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Amount due from factor
|
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1,636,881
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|
|
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2,009,471
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Inventories – finished goods
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|
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4,424,193
|
|
|
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4,700,104
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Prepaid expenses
|
|
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519,882
|
|
|
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491,928
|
|
|
|
|
|
|
|
|
|
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TOTAL CURRENT ASSETS
|
|
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7,762,979
|
|
|
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7,711,539
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|
|
|
|
|
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|
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INVESTMENT IN HONG KONG JOINT VENTURE
|
|
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10,526,794
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|
|
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10,562,837
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PROPERTY AND EQUIPMENT – NET
|
|
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53,488
|
|
|
|
46,293
|
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INTANGIBLE ASSET - NET
|
|
|
61,486
|
|
|
|
62,604
|
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OTHER ASSETS
|
|
|
4,000
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
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TOTAL ASSETS
|
|
$
|
18,408,747
|
|
|
$
|
18,387,273
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|
|
|
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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CURRENT LIABILITIES
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|
|
|
|
|
|
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Line of credit - factor
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$
|
1,727,836
|
|
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$
|
2,264,125
|
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Accounts payable - trade
|
|
|
846,745
|
|
|
|
525,638
|
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Accounts payable - Hong Kong Joint Venture
|
|
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1,882,526
|
|
|
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1,206,731
|
|
Accrued liabilities:
|
|
|
|
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|
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Payroll and employee benefits
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45,266
|
|
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82,894
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Commissions and other
|
|
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65,712
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|
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75,627
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|
|
|
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|
|
|
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TOTAL CURRENT LIABILITIES
|
|
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4,568,085
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|
|
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4,155,015
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COMMITMENTS AND CONTINGENCIES
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-
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-
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SHAREHOLDERS’ EQUITY
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Common stock, $.01 par value per share; authorized 20,000,000 shares; 2,312,887 shares issued and outstanding at June 30, 2017 and March 31, 2017
|
|
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23,129
|
|
|
|
23,129
|
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Additional paid-in capital
|
|
|
12,885,841
|
|
|
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12,885,841
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Retained earnings
|
|
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419,767
|
|
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963,430
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Accumulated other comprehensive income
|
|
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511,925
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|
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359,858
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TOTAL SHAREHOLDERS’ EQUITY
|
|
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13,840,662
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|
|
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14,232,258
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$
|
18,408,747
|
|
|
$
|
18,387,273
|
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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|
Three Months Ended June 30,
|
|
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2017
|
|
|
2016
|
|
|
|
|
|
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Net sales
|
|
$
|
3,318,237
|
|
|
$
|
3,178,607
|
|
Cost of goods sold – acquired from Joint Venture
|
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2,252,427
|
|
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2,043,027
|
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Cost of goods sold – other
|
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84,277
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|
|
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72,586
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|
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|
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GROSS PROFIT
|
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981,533
|
|
|
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1,062,994
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|
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|
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Selling, general and administrative expense
|
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1,143,920
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|
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1,113,720
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Research and development expense
|
|
|
174,723
|
|
|
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137,631
|
|
|
|
|
|
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Operating loss
|
|
|
(337,110
|
)
|
|
|
(188,357
|
)
|
|
|
|
|
|
|
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Other expense:
|
|
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|
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Loss from investment in Hong Kong Joint Venture
|
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|
188,110
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|
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|
197,086
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Interest expense
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18,443
|
|
|
|
4,236
|
|
|
|
|
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NET LOSS
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$
|
(543,663
|
)
|
|
$
|
(389,679
|
)
|
|
|
|
|
|
|
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Loss per share:
|
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|
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Basic and diluted
|
|
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(0.24
|
)
|
|
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(0.17
|
)
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|
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|
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Shares used in computing net loss per share:
|
|
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Weighted average basic and diluted shares outstanding
|
|
|
2,312,887
|
|
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|
2,312,887
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|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE LOSS
(Unaudited)
|
|
Three Months Ended June 30,
|
|
|
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2017
|
|
|
2016
|
|
|
|
|
|
|
|
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NET LOSS
|
|
$
|
(543,663
|
)
|
|
$
|
(389,679
|
)
|
|
|
|
|
|
|
|
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Other Comprehensive Income (Loss)
|
|
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Company’s portion of Hong Kong Joint Venture’s other Comprehensive income
(loss):
|
|
|
|
|
|
|
|
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Currency translation
|
|
|
132,544
|
|
|
|
(166,303
|
)
|
Unrealized income (loss) on investment securities
|
|
|
19,523
|
|
|
|
(16,580
|
)
|
Total Other Comprehensive Income (Loss)
|
|
|
152,067
|
|
|
|
(182,883
|
)
|
COMPREHENSIVE LOSS
|
|
$
|
(391,596
|
)
|
|
$
|
(572,562
|
)
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
(Unaudited)
|
|
Three Months Ended June 30,
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(543,663
|
)
|
|
$
|
(389,679
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
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Depreciation and amortization
|
|
|
10,029
|
|
|
|
7,874
|
|
Loss from investment in Hong Kong Joint Venture
|
|
|
188,110
|
|
|
|
197,086
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
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Increase in accounts receivable and amounts due from factor
|
|
|
(315,244
|
)
|
|
|
(137,066
|
)
|
Decrease (Increase) in inventories, prepaid expenses, and other
|
|
|
247,957
|
|
|
|
(650,112
|
)
|
Increase in accounts payable and accrued expenses
|
|
|
949,359
|
|
|
|
1,260,118
|
|
|
|
|
|
|
|
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NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
|
536,548
|
|
|
|
288,221
|
|
|
|
|
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INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Purchase of equipment
|
|
|
(16,106
|
)
|
|
|
-
|
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Increase in funds held by factor
|
|
|
-
|
|
|
|
(161,305
|
)
|
|
|
|
|
|
|
|
|
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NET CASH USED IN INVESTING ACTIVITIES
|
|
|
(16,106
|
)
|
|
|
(161,305
|
)
|
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net repayment of Line of Credit - Factor
|
|
|
(536,289
|
)
|
|
|
(313,891
|
)
|
|
|
|
|
|
|
|
|
|
NET CASH USED IN FINANCING ACTIVITIES
|
|
|
(536,289
|
)
|
|
|
(313,891
|
)
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(15,847
|
)
|
|
|
(186,975
|
)
|
|
|
|
|
|
|
|
|
|
Cash at beginning of period
|
|
|
262,355
|
|
|
|
362,728
|
|
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD
|
|
$
|
246,508
|
|
|
$
|
175,753
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
18,443
|
|
|
$
|
4,236
|
|
Income taxes paid
|
|
|
-
|
|
|
|
-
|
|
The accompanying notes are an integral part
of these condensed consolidated financial statements.
UNIVERSAL SECURITY INSTRUMENTS, INC. AND
SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
(Unaudited)
Statement of Management
The condensed consolidated financial statements
include the accounts of Universal Security Instruments, Inc. (USI or the Company) and its wholly-owned subsidiary. Except for the
condensed consolidated balance sheet as of March 31, 2017, 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, 2017 audited financial statements filed with
the Securities and Exchange Commission on Form 10-K on July 14, 2017. The interim operating results are not necessarily indicative
of the operating results for the full fiscal year.
Management Plans
The Company had net losses of $543,663 for
the three months ended June 30, 2017 and $2,058,902 and $2,137,792 for the years ended March 31, 2017 and 2016, respectively. Furthermore,
as of June 30, 2017, working capital (computed as the excess of current assets over current liabilities) decreased by $361,630
from $3,556,524 at March 31, 2017, to $3,194,894 at June 30, 2017. In addition, the Company experienced negative cash flows from
operations of $2,153,188 and $822,957 for the fiscal years ended March 31, 2017 and 2016, respectively.
Our short-term borrowings to finance operating
losses, trade accounts receivable, and foreign inventory purchases are provided pursuant to the terms of our Factoring Agreement
(Agreement) with Merchant Factor Corporation (Merchant or Factor). Advances from the Company’s factor, are at the sole discretion
of Merchant based on their assessment of the Company’s receivables, inventory and financial condition at the time of each
request for an advance. In addition, we have secured extended payment terms for purchases up to $3,000,000 from our Hong Kong Joint
Venture for the purchase of the new sealed battery products. These amounts are unsecured, bear interest at 4.5%, and have repayment
terms of ninety days for each advance thereunder. The combined availability of these facilities totaled approximately $1,766,000
at June 30, 2017.
The Company has a history of sales that are
insufficient to generate profitable operations and has limited sources of financing. Management’s plan in response to these
conditions includes increasing sales resulting from the delivery of the Company’s new line of sealed battery safety alarms,
and seeking additional financing on our existing credit facility. These plans are in effect and approved by management. The Company
has seen positive results on this plan during the fiscal year ended March 31, 2017 and through June 30, 2017 due to the increased
sales of certain of its sealed battery products and management expects this growth to continue going forward. Though no assurances
can be given, if management’s plan continues to be successful over the next twelve months, the Company anticipates that it
should be able to meet its cash needs. Cash flows and credit availability is expected to be adequate to fund operations for one
year from the issuance date of these condensed consolidated financial statements.
Line of Credit – Factor
On January 15, 2015, the Company entered into
a 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 for the assignment of accounts receivable expires on January 6, 2018 and provides
for continuation of the program for successive two year periods until terminated by one of the parties to the Agreement. In accordance
with the provisions of the Agreement, the Company may take advances equal to eighty percent (80%) of the uncollected non-recourse
factored trade accounts receivable balance less applicable factoring commissions and may borrow up to fifty percent (50%) of eligible
inventories subject to a borrowing limitation on inventory of $1,000,000. As of June 30, 2017, the Company had borrowings of $1,727,836
under the Agreement with Merchant, and the Company had remaining availability under the discount factoring agreement of approximately
$633,459. Advances on factored trade accounts receivable and borrowing on inventories are 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 bear interest at the prime commercial rate of interest, as published, plus two percent (Effective rate 6.25% at June
30, 2017). 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
The Company recognizes sales upon shipment
of products, when title has passed to the buyer, net of applicable provisions for any discounts or allowances. We recognize revenue
when the following criteria are met: evidence of an arrangement exists; fixed and determinable fee; delivery has taken place; and
collectability is reasonably assured. Customers may not return, exchange or refuse acceptance of goods without our approval. However,
the Company has entered into an agreement 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. When 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. There are
no material differences between US-GAAP and the basis of accounting used by the Hong Kong Joint Venture. The following represents
summarized balance sheet and income statement information of the Hong Kong Joint Venture as of and for the three months ended June
30, 2017 and 2016:
|
|
2017
|
|
|
2016
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Net sales
|
|
$
|
3,165,980
|
|
|
$
|
3,483,330
|
|
Gross profit
|
|
|
454,631
|
|
|
|
708,193
|
|
Net loss
|
|
|
(527,061
|
)
|
|
|
(206,176
|
)
|
Total current assets
|
|
|
12,665,252
|
|
|
|
13,295,549
|
|
Total assets
|
|
|
24,241,558
|
|
|
|
28,582,355
|
|
Total current liabilities
|
|
|
2,548,771
|
|
|
|
5,115,432
|
|
Total liabilities
|
|
|
2,939,357
|
|
|
|
5,589,468
|
|
During the three months ended June 30, 2017
and 2016 the Company purchased $1,891,141 and $2,595,526, respectively, of products directly from the Hong Kong Joint Venture for
resale. For the three months ended June 30, 2017 the Company has decreased its equity in the net loss of the Joint Venture to reflect
a decrease of $75,421 in inter-Company profit on purchases held by the Company in inventory. For the three months ended June 30,
2016 the Company has increased its equity in the net loss of the Joint Venture to reflect an increase of $93,998 in 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. 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 June 30, 2017 and 2016, an allowance
of approximately $57,000 has been provided for uncollectible trade accounts receivable.
Net Loss per Common Share
Basic net loss per common share is computed
based on the weighted average number of common shares outstanding during the periods presented. Diluted earnings per common share
is computed based on the weighted average number of common shares outstanding plus the effect of stock options and other potentially
dilutive common stock equivalents. The dilutive effect of stock options and other potentially dilutive common stock equivalents
is determined using the treasury stock method based on the Company’s average stock price. There were no potentially dilutive
common stock equivalents outstanding during the three month periods ended June 30, 2017 or 2016. As a result, basic and diluted
weighted average common shares outstanding are identical for the three month periods ended June 30, 2017 and 2016.
Contingencies
From time to time, 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 condensed consolidated financial position,
results of operations, or cash flows in future years.
Recent Accounting Standards Not Yet Adopted
Changes to US-GAAP are established by the Financial
Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASU’s) to the FASB’s Accounting Standards
Codification. The Company considers the applicability and impact of all ASU’s.
In June 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers: Topic 606.
ASU 2014-09 affects any entity using U.S. GAAP that either enters into
contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless
those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede
the revenue recognition requirements in Topic 605,
Revenue Recognition,
and most industry-specific guidance. This ASU also
supersedes some cost guidance included in Subtopic 605-35,
Revenue Recognition—Construction-Type and Production-Type Contracts.
In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are
not in a contract with a customer (e.g., assets within the scope of Topic 360,
Property, Plant, and Equipment,
and intangible
assets within the scope of Topic 350,
Intangibles—Goodwill and
Other)
are amended to be consistent with the
guidance on recognition and measurement (including the constraint on revenue) in this ASU.
The core principle of the guidance is that
an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle,
an entity should apply the following steps: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance
obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance
obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. This guidance
is effective for annual periods beginning on or after December 15, 2017, including interim reporting periods within that reporting
period and should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect
of initially applying the ASU recognized at the date of initial application. The Company is currently assessing the impact that
adopting this new accounting standard will have on the condensed consolidated financial statements and footnote disclosures.
In December 2016 the FASB issued Accounting
Standards Update No. 2016-20,
Technical Corrections and Improvements to Topic 606
,
Revenue from Contracts with Customers,
or ASU 2016-20. The amendments in ASU 2016-20 update and affect narrow aspects of the guidance issued in ASU 2014-09. In May
2016, the FASB issued ASU 2016-12,
Narrow Scope Improvements and Practical
Expedients
, which provided revised guidance on certain issues relating to revenue from contracts with customers,
including
clarification of the objective of the collectability criterion. In March 2016, the FASB issued a final amendment to clarify the
implementation guidance for principal versus agent considerations and in April 2016 issued a final amendment to clarify the guidance
related to identifying performance obligations and the accounting for intellectual property licenses. We are currently evaluating
the impact these updates may have on our condensed consolidated financial statements and disclosures.
In August 2016, the FASB issued ASU No. 2016-15,
“Classification of Certain Cash Receipts and Cash Payments,” which clarifies and provides guidance on eight cash flow
classification issues and is intended to reduce existing diversity in practice in how certain cash receipts and cash payments are
presented and classified in the statement of cash flows. This standard is effective for annual periods beginning after December
15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period.
The Company is currently assessing the impact that adopting this new accounting standard will have on its condensed consolidated
financial statements and disclosures.
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
in our periodic reports filed with the Securities and Exchange Commission.
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 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. Accordingly, the following discussion and analysis of the three month periods
ended June 30, 2017 and 2016 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 new technologies and features). Most of our new technologies and features have been trademarked
under the trade name IoPhic.
Results
of Operations
Three Months Ended June 30, 2017 and
2016
Sales.
Net sales
for the three months ended June 30, 2017 were $3,318,237 compared to $3,178,607 for the comparable three months in the prior year,
an increase of $139,630 (4.4%). Sales increased principally due to the introduction of the Company’s new line of sealed battery
safety alarms.
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 29.6% and 33.4% of sales for the quarters ended June 30, 2017 and 2016, respectively. The decrease in gross profit margin
was primarily due to the mix of products sold to differing customers and to promotional pricing allowances on the Company’s
new line of sealed battery safety alarms.
Expenses.
Selling,
general and administrative expenses were $1,143,920 for the three months ended June 30, 2017, compared to $1,113,720 for the comparable
three months in the prior year. As a percentage of net sales, these expenses decreased to 34.5% for the three month period ended
June 30, 2017, from 35.0% for the 2016 period. These expenses as a percentage are comparable with selling, general, and administrative
expenses of the comparable period in the prior fiscal year.
Research and development
expenses were $174,723 for the three month period ended June 30, 2017 compared to $137,631 for the comparable quarter of the prior
year, an increase of $37,092 (27.0%). The primary reasons for the increase is the increased expenditures to independent testing
facilities as the new sealed product line is completed.
Interest Expense and
Other.
Our interest expense was $18,443 for the quarter ended June 30, 2017, compared to interest expense of $4,236 for the
quarter ended June 30, 2016. Interest expense is dependent upon the total amounts borrowed on average from the Factor and from
our Hong Kong Joint Venture. Amounts borrowed from the Factor and the Hong Kong Joint Venture increased in the current fiscal year’s
three month period as compared to the same period in the prior fiscal year.
Net Loss.
We reported
a net loss of $543,663 for the quarter ended June 30, 2017, compared to a net loss of $389,679 for the corresponding quarter of
the prior fiscal year, a $153,984 (39.5%) increase in the net loss. The primary reasons for the increase in net loss is the decrease
in gross margins due to the promotional pricing of the Company’s new line of sealed battery safety alarms during the current
year’s quarter, as explained above, and an increase in interest expense of $14,207 as compared to the comparable quarter
of the prior fiscal year.
Joint
Venture
Net Sales.
Net sales
of the Joint Venture for the three months ended June 30, 2017 were $3,165,980, compared to $3,483,330, for the comparable period
in the prior fiscal year. The 9.1% decrease in net sales by the Joint Venture for the three month periods is due to lower volumes
of sales to the Company and other unaffiliated customers.
Gross Profit Margin.
Gross margins
of the Joint Venture for the three month period ended June 30, 2017 decreased to 14.4% from 20.3% for the 2016 corresponding period.
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. In addition, currency exchange losses
impacted the gross margin negatively in the three months ended June 30, 2017.
Expenses.
Selling,
general and administrative expenses were $1,074,003 for the three month periods ended June 30, 2017, compared to $977,293 in the
comparable period in the prior year. As a percentage of sales, expenses were 33.9% for the three month period ended June 30, 2017,
compared to 28.1% for the three month period ended June 30, 2016. These expenses increased due to reclassification of certain
items in the prior fiscal year and due to exchange losses.
Interest Income.
Interest income on assets held for investment was $70,960 for the three month period ended June 30, 2017, compared to interest
income of $97,954 for the prior year’s period. Interest income is dependent on the average balance of assets held for investment.
Net Loss
. Net loss for the three
months ended June 30, 2017 was $527,061 compared to a net loss of $206,176 in the comparable period last year. The increase in
the net loss for the three month period is due primarily to decreased gross profit margins.
Liquidity.
Cash
needs of the Joint Venture are currently met by funds generated from operations and existing cash and marketable securities. During
the three months ended June 30, 2017, working capital increased by $159,063 from $9,957,418 on March 31, 2017 to $10,116,481 on
June 30, 2017.
Management Plans and Liquidity
The Company had net losses of $543,663 for
the three months ended June 30, 2017 and $2,058,902 and $2,137,792 for the years ended March 31, 2017 and 2016, respectively. Furthermore,
as of June 30, 2017, working capital (computed as the excess of current assets over current liabilities) decreased by $361,630
from $3,556,524 at March 31, 2017, to $3,194,894 at June 30, 2017. In addition, the Company experienced negative cash flows from
operations of $2,153,188 and $822,957 for the fiscal years ended March 31, 2017 and 2016, respectively.
Our short-term borrowings to finance operating
losses, trade accounts receivable, and foreign inventory purchases are provided pursuant to the terms of our factoring agreement
(Agreement) with Merchant Factor Corporation (Merchant or Factor). Advances from the Company’s factor, are at the sole discretion
of Merchant based on their assessment of the Company’s receivables, inventory and financial condition at the time of each
request for an advance. In addition, we have secured extended payment terms for purchases up to $3,000,000 from our Hong Kong Joint
Venture for the purchase of the new sealed battery products. These amounts are unsecured, bear interest at 4.5%, and have repayment
terms of ninety days for each advance thereunder. The combined availability of these facilities totaled approximately $1,766,000
at June 30, 2017.
The Company has a history of sales that are
insufficient to generate profitable operations and has limited sources of financing. Management’s plan in response to these
conditions includes increasing sales resulting from the delivery of the Company’s new line of sealed battery safety alarms,
and seeking additional financing on our existing credit facility. These plans are in effect and approved by management. The Company
has seen positive results on this plan during the fiscal year ended March 31, 2017 and through June 30, 2017 due to the increased
sales of certain of its sealed battery products and management expects this growth to continue going forward. Though no assurances
can be given, if management’s plan continues to be successful over the next twelve months, the Company anticipates that it
should be able to meet its cash needs. Cash flows and credit availability is expected to be adequate to fund operations for one
year from the issuance date of these condensed consolidated financial statements.
Operating activities provided
cash of $536,548 for the three months ended June 30, 2017. This was primarily due to an increase in accounts payable and accrued
expenses of $949,359 and a decrease in inventories and prepaid expenses of $247,947 offset by a net loss of $543,663 and an increase
in accounts receivable and amounts due from factor of $315,244. The net loss includes a non-cash loss from investment in the Hong
Kong Joint Venture of $188,110.
Operating activities provided cash of $288,221 for the three
months ended June 30, 2016. This was primarily due to an increase in accounts payable and accrued expenses of $1,260,118, and offset
by a net loss of $389,679, an increase in inventories and prepaid expenses of $650,112, and an increase in trade accounts receivable
and amounts due from factor of $137,066.
Investing activities used
cash during the three months ended June 30, 2017 resulting from the purchase of $16,106 in equipment. Investing activities used
cash of $161,305 during the three months ended June 30, 2016 as a result of the investment of interest bearing funds held by the
factor.
Financing activities used
cash of $536,289 during the three months ended June 30, 2017 and used cash of $313,891 during the three months ended June 30, 2016,
which is comprised of repayments net of advances on the line of credit from our factor.
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, 2017 as filed
with the Securities and Exchange Commission on July 14, 2017. 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.
The Company recognizes sales upon shipment of products, when title has passed to the buyer, net of applicable provisions for any
discounts or allowances. We recognize revenue when the following criteria are met: evidence of an arrangement exists; fixed and
determinable fee; delivery has taken place; and collectability is reasonably assured. Customers may not return, exchange or refuse
acceptance of goods without our approval. However, the Company has entered into an agreement 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. When 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 consolidated 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. After a review of projected taxable income and the components of the deferred tax
asset in accordance with applicable accounting guidance it was determined that it is more likely than not that the tax benefits
associated with the remaining components of the deferred tax assets will not be realized. This determination was made based on
the Company’s recent history of losses from operations and the uncertainty as to whether the Company will generate sufficient
taxable income to use the deferred tax assets prior to their expiration.
Accordingly, a valuation allowance was established
to fully offset the value of the 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 ASC
740-10 that gives guidance to tax positions related to the 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,
if any, related to income tax matters are recorded as income tax expenses.
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.