Company Quick10K Filing
Quick10K
Universal Security Instruments
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$1.29 2 $3
10-K 2019-03-31 Annual: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-K 2018-03-31 Annual: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-K 2017-03-31 Annual: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-K 2016-03-31 Annual: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-K 2015-03-31 Annual: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-K 2014-03-31 Annual: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
8-K 2019-07-12 Enter Agreement, Exhibits
8-K 2018-10-26 Shareholder Vote
8-K 2018-07-09 Enter Agreement, Exhibits
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MTSI Macom Technology Solutions Holdings 1,010
HYGS Hydrogenics 139
FPAY Flexshopper 15
GRMM Grom Social Enterprises 0
ELRA Elray Resources 0
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CNBX Cannabics Pharmaceuticals 0
UUU 2019-03-31
Part I
Item 1. Business
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Part III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Part IV
Item 15. Exhibits
EX-23.1 tv524350_ex23-1.htm
EX-31.1 tv524350_ex31-1.htm
EX-31.2 tv524350_ex31-2.htm
EX-32.1 tv524350_ex32-1.htm
EX-99.1 tv524350_ex99-1.htm

Universal Security Instruments Earnings 2019-03-31

UUU 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 tv524350_10k.htm FORM 10-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

xAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 2019 or

 

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to            .

 

Commission file number: 001-31747

 

UNIVERSAL SECURITY INSTRUMENTS, INC.

(Exact name of registrant as specified in its charter)

  

MARYLAND   52-0898545
(State or other jurisdiction   (I.R.S. Employer
of 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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol

Name of each exchange on which registered

Common Stock UUU NYSE MKT LLC

 

Securities registered pursuant to Section 12(g) of the Act:

 None

Title of Class

 

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Act). Yes ¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x

 

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 every Interactive Data File required to be submitted 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 such files).

Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or other information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated Filer x
Smaller Reporting Company x Emerging Growth Company ¨  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

 

The aggregate market value of Common Stock, $.01 par value, held by non-affiliates of the registrant based on the closing sales price of the Common Stock on the New York Stock Exchange (NYSE MKT LLC) on September 30, 2018, was $2,478,100.

 

The number of shares of common stock outstanding as of July 15, 2019 was 2,312,887.

 

documents incorporated by reference

 

To the extent specified, Part III of this Form 10-K incorporates information by reference to the Registrant’s definitive proxy statement for its 2019 Annual Meeting of Shareholders.

 

 

 

 

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC.

2019 ANNUAL REPORT ON FORM 10-K

 

Table of Contents

 

    Page
     
  PART I  
     
Item 1. Business 3
Item 1B. Unresolved Staff Comments 5
Item 2. Properties 5
Item 3. Legal Proceedings 6
  Executive Officers of the Registrant 6
     
  PART II  
     
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 7
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 7
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 12
Item 9A. Controls and Procedures 12
Item 9B. Other Information 13
     
  PART III  
     
Item 10. Directors, Executive Officers and Corporate Governance 14
Item 11. Executive Compensation 14
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 14
Item 13. Certain Relationships and Related Transactions, and Director Independence 14
Item 14. Principal Accountant Fees and Services 14
     
  PART IV  
     
Item 15. Exhibits 15
     
Signatures   17

 

 

 

 

PART I

 

ITEM 1. BUSINESS

 

General

 

Universal Security Instruments, Inc. (“we” or “the Company”) designs and markets a variety of popularly-priced safety products consisting primarily of smoke alarms, carbon monoxide alarms and related products. Most of our products require minimal installation and are designed for easy installation by the consumer without professional assistance, and are sold through retail stores. We also market products to the electrical distribution trade through our wholly-owned subsidiary, USI Electric, Inc. (“USI Electric”). The electrical distribution trade includes electrical and lighting distributors as well as manufactured housing companies. Products sold by USI Electric usually require professional installation.

 

In 1989 we formed Eyston Company Limited, a limited liability company under the laws of Hong Kong, as a joint venture with a Hong Kong-based partner, to manufacture various products in the Peoples Republic of China (the “Hong Kong Joint Venture”). We currently own a 50% interest in the Hong Kong Joint Venture and are a significant customer of the Hong Kong Joint Venture (82.9% and 74.0% of its sales during fiscal 2019 and 2018 respectively), with the balance of its sales made to unrelated customers worldwide. We import all of our products from foreign suppliers. For the fiscal year ended March 31, 2019, approximately 87.2% of our purchases were imported from the Hong Kong Joint Venture.

 

Our sales for the year ended March 31, 2019 were $17,588,040 compared to $14,873,189 for the year ended March 31, 2018. We reported a net loss of $1,347,986 in fiscal 2019 compared to a net loss of $2,262,310 in fiscal 2018, a decrease in the net loss of $914,324 (40.4%). The net loss is primarily due to increases in interest expense, product liability insurance expense, and the Company’s interest in the loss from investment in the Hong Kong joint venture.

 

The Company was incorporated in Maryland in 1969. Our principal executive office is located at 11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117, and our telephone number is 410-363-3000. Information about us may be obtained from our website www.universalsecurity.com. Copies of our Annual Report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, are available free of charge on our website as soon as they are filed with the Securities and Exchange Commission (SEC) through a link to the SEC’s EDGAR reporting system. Simply select the “Investor Relations” menu item, and then click on the “SEC Filings” link. The SEC’s EDGAR reporting system can also be accessed directly at www.sec.gov.

 

Safety Products

 

We market a line of residential smoke and carbon monoxide alarms under the trade names “UNIVERSAL” and “USI Electric” both of which are manufactured by the Hong Kong Joint Venture.

 

Our line of safety alarms consists of units powered by replaceable batteries, ten year sealed batteries, or are 120 volt with battery backup. Our replaceable battery products contain different types of batteries with different battery lives, and some include alarm silencers. The smoke alarms marketed to the electrical distribution trade also include hearing impaired and heat alarms with a variety of features. We also market door chimes, ventilation products, ground fault circuit interrupters (GFCI’s), and other electrical devices.

 

Over the past several fiscal years we have added significantly to our intellectual property portfolio. Since 2010 the United States Patent and Trademark Office has awarded eight patents to the Company, many being applied to our “Smart Alarm Technology” developed to significantly reduce nuisance alarms. This “Smart Alarm Technology” is being incorporated into our new sealed battery alarms. In addition, certain of our detector designs have also been awarded patents. We consider these patented enhancements to form a core part of the Company’s “next generation” safety product line. The Company has also been awarded foreign patents for its technology. The Company has actively pursued development of an array of unique packaging and source identifiers with the intent of promoting consumer association with our Company’s “next generation” product line. These efforts have resulted in eight new Trademark registrations being granted by the United States Patent and Trademark Office.

 

We also submitted each of our new products for independent testing agency approval, and have introduced products into the marketplace as approvals were received. This process began during the fourth quarter of our 2010 fiscal year and continued through the development and testing of our sealed battery alarms. Currently, we have received independent testing agency approvals on all of our sealed battery products.

 

 - 3 - 

 

 

Our wholly-owned subsidiary, USI Electric, Inc., focuses its sales and marketing efforts to maximize safety product sales, especially smoke alarms and carbon monoxide alarms manufactured by our Hong Kong Joint Venture, to the electrical distribution trade.

 

Import Matters

 

We import all of our products. As an importer, we are subject to numerous tariffs which vary depending on types of products and country of origin, changes in economic and political conditions in the country of manufacture, potential trade restrictions, and currency fluctuations. Substantially all of our safety products, including products we purchase from our Hong Kong Joint Venture, are imported from the People’s Republic of China. These products are currently subject to tariffs ranging from ten to twenty-five percent.

 

We have attempted to protect ourselves from fluctuations in currency exchange rates to the extent possible by negotiating commitments in U.S. dollars. Our inventory purchases are also subject to delays in delivery due to problems with shipping and docking facilities, as well as other problems associated with purchasing products abroad.

 

Sales and Marketing; Customers

 

We sell our products to various customers, and our total sales market can be divided generally into two categories; sales by the Company to retailers, including wholesale distributors, chain, discount, television retailers and home center stores, catalog and mail order companies and other distributors (“retailers”), and sales by our USI Electric subsidiary to the electrical distribution trade (primarily electrical and lighting distributors and manufactured housing companies) and foreign customers. Products marketed by the Company have historically been retailed to “do-it-yourself” consumers by these retailers. Products marketed by our USI Electric subsidiary to the electrical distribution trade typically require professional installation. We do not currently market a significant portion of our products directly to end users.

 

A significant portion of our sales are made by approximately 40 independent sales organizations, compensated by commission, which represents approximately 100 sales representatives, some of which have warehouses where USI Electric products are maintained for sale. In addition, the Company has established a national distribution system with eight regional stocking warehouses throughout the United States which generally enables customers to receive their orders the next day without paying for overnight freight charges. Our agreements with these sales organizations are generally cancelable by either party upon 30 days’ notice. We do not believe that the loss of any one of these organizations would have a material adverse effect upon our business. Sales are also made directly by the officers and full-time employees of the Company and our USI Electric subsidiary, seven of whom have other responsibilities for the Company. Sales outside the United States are made by our officers and through exporters, and amounted to less than five percent of total net sales in fiscal years 2019 and 2018.

 

We also market our products through our website and through our own sales catalogs and brochures, which are mailed directly to trade customers. Our customers, in turn, may advertise our products in their own catalogs and brochures and in their ads in newspapers and other media. We also exhibit and sell our products at various trade shows, including the annual National Hardware Show.

 

Our backlog of orders as of March 31, 2019 was approximately $748,000. Our backlog as of March 31, 2018 was approximately $1,326,000. This decrease in backlog is primarily due to the timing of orders of our safety products.

 

Hong Kong Joint Venture

 

We have a 50% interest in Eyston Company Limited, the Hong Kong Joint Venture, which has manufacturing facilities in the People’s Republic of China, for the manufacturing of certain of our electronic and electrical products.

 

We believe that the Hong Kong Joint Venture arrangement will ensure a continuing source of supply for a majority of our safety products at competitive prices. During fiscal years 2019 and 2018, 87.2% and 97.8%, respectively, of our total inventory purchases were made from the Hong Kong Joint Venture. The products produced by the Hong Kong Joint Venture include smoke alarms and carbon monoxide alarms. Negative changes in economic and political conditions in China or any other adversity to the Hong Kong Joint Venture will unfavorably affect the value of our investment in the Hong Kong Joint Venture and would have a material adverse effect on the Company’s ability to purchase products for distribution.

 

 - 4 - 

 

 

Our purchases from the Hong Kong Joint Venture represented approximately 82.9% of the Hong Kong Joint Venture’s total sales during fiscal 2019 and 74.0% of total sales during fiscal 2018, with the balance of the Hong Kong Joint Venture’s sales being primarily made in Europe and Australia, to unrelated customers. The Hong Kong Joint Venture’s sales to unrelated customers were $2,039,878 in fiscal 2019 and $3,504,494 in fiscal 2018. Please see Note C of the consolidated financial statements, and management’s discussion and analysis of financial condition and results of operations, for a comparison of annual sales and earnings of the Hong Kong Joint Venture.

 

Other Suppliers

 

Certain private label products not manufactured for us by the Hong Kong Joint Venture are manufactured by other foreign suppliers. We believe that our relationships with our suppliers are good. We believe that the loss of our ability to purchase products from the Hong Kong Joint Venture would have a material adverse effect on the Company. The loss of any of our other suppliers would have a short-term adverse effect on our operations, but replacement sources for these other suppliers could be developed.

 

Competition

 

In fiscal years 2019 and 2018, sales of safety products accounted for substantially all of our total sales. In the sale of smoke alarms and carbon monoxide alarms, we compete in all of our markets with First Alert and Walter Kidde Portable Equipment, Inc. These companies have greater financial resources and financial strength than we have. However, we believe that our safety products compete favorably in the market primarily on the basis of styling, features and pricing.

 

The safety industry in general involves changing technology. The success of our products may depend on our ability to improve and update our products in a timely manner and to adapt to new technological advances.

 

Employees

 

As of March 31, 2019, we had thirteen employees, nine of whom are engaged in administration and sales, and the balance of whom are engaged in product development. Our employees are not unionized, and we believe that our relations with our employees are satisfactory.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2. PROPERTIES

 

Effective April 1 2019, we extended our operating lease for a 15,000 square foot office and warehouse located in Baltimore County, Maryland to expire in April 2022. Monthly rental expense, with common area maintenance, currently approximates $14,500 and increases 2.5% per year.

 

Effective March 2003, we entered into an operating lease for office space in Naperville, Illinois. This lease, consisting of 3,400 square feet, was renewed in November 2018 and extends through February 2020. The monthly rental, with common area maintenance, approximated $5,500 per month during the current fiscal year and is subject to increasing rentals of 3% per year.

 

The Hong Kong Joint Venture currently operates an approximately 100,000 square foot manufacturing facility in the Guangdong province of Southern China and a manufacturing facility in the Fujian province of Southern China totaling approximately 250,000 square feet. In February, 2018 the Hong Kong Joint Venture closed a manufacturing facility in Nan’an and transferred the equipment and operations from that facility to the Fujian facility. The Hong Kong Joint Venture has offered the closed facility for sale or lease. The Hong Kong Joint Venture’s offices and warehouses are leased pursuant to various leases with rental payments of approximately $24,000 per month.

 

The Company believes that its current facilities, and those of the Hong Kong Joint Venture, are currently suitable and adequate.

 

 - 5 - 

 

 

ITEM 3. LEGAL PROCEEDINGS

 

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 consolidated financial position, results of operations, or cash flows in future years.

 

EXECUTIVE OFFICERS OF THE REGISTRANT

 

Set forth below is information about the Company’s executive officers.

 

NAME   AGE   POSITIONS
         
Harvey B. Grossblatt   72   President, and Chief Executive Officer
         
James B. Huff   67   Chief Financial Officer, Secretary and Treasurer

 

HARVEY B. GROSSBLATT has been a director of the Company since 1996. He served as Chief Financial Officer from October 1983 through August 2004, Secretary and Treasurer of the Company from September 1988 through August 2004, and Chief Operating Officer from April 2003 through August 2004. Mr. Grossblatt was appointed Chief Executive Officer in August 2004.

 

JAMES B. HUFF was appointed Chief Financial Officer in August 2004 and Secretary and Treasurer in October 2004.

 

 - 6 - 

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market for Common Stock

 

Our common stock, $.01 par value (the “Common Stock”) trades on the NYSE MKT LLC exchange, under the symbol UUU. As of March 31, 2019, there were 143 record holders of the Common Stock. The closing price for the Common Stock on that date was $1.34. We have not paid any cash dividends on our common stock, and it is our present intention to retain all cash flow for use in future operations. The following table sets forth the high and low prices for the Common Stock for each full quarterly period during the fiscal years indicated.

 

Fiscal Year Ended March 31, 2019        
First Quarter  High  $3.50 
   Low  $1.05 
         
Second Quarter  High  $2.65 
   Low  $1.15 
         
Third Quarter  High  $2.12 
   Low  $0.98 
         
Fourth Quarter  High  $1.95 
   Low  $1.05 
         
Fiscal Year Ended March 31, 2018        
First Quarter  High  $3.25 
   Low  $2.50 
         
Second Quarter  High  $2.95 
   Low  $1.50 
         
Third Quarter  High  $2.10 
   Low  $1.30 
         
Fourth Quarter  High  $2.15 
   Low  $1.15 

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Forward-Looking Statements

 

When used in this discussion and elsewhere in this Annual Report on Form 10-K, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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, including Risk Factors discussed in earlier filings, and other risks could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. 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.

 

 - 7 - 

 

 

General

 

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 consolidated financial statements detail our sales and other operational results, and report the financial results of the Hong Kong Joint Venture that is accounted for using the equity method of accounting. Accordingly, the following discussion and analysis of the fiscal years ended March 31, 2019 and 2018 relate to the operational results of the Company and its consolidated subsidiary only and includes the Company’s equity share of earnings in the Hong Kong Joint Venture. A discussion and analysis of the Hong Kong Joint Venture’s operational results for these periods is presented below under the heading “Hong Kong Joint Venture.”

 

Our overall sales are primarily dependent upon the strength of the U.S. housing market. As stated elsewhere in this report, our USI Electric subsidiary markets our products to the electrical distribution trade (primarily electrical and lighting distributors and manufactured housing companies); every downturn in new home construction and new home sales negatively impacts sales by our USI Electric subsidiary. Our operating results for the current fiscal years ended March 31, 2019 and 2018 continue to be significantly impacted by the economic conditions of the U.S. housing market.

 

We further believe that our fiscal 2019 and 2018 retail sales have improved with the addition of GFCI’s and other electrical devices to our product line, and the movement of the smoke and carbon monoxide alarm retail markets toward ten-year sealed alarms to comply with new laws passed in several states, including California and New York. As the Company continues to market its line of ten-year sealed battery units, GFCI’s, and other electrical devices, the Company expects an improvement in sales and higher gross profit margins.

 

Comparison of Results of Operations for the Years Ended March 31, 2019 and 2018

 

Sales. In fiscal year 2019, our net sales are $17,588,040 compared to sales in the prior year of $14,873,189, an increase of $2,714,851 (18.3%). The increase in sales is primarily attributable to sales of the Company’s sealed battery safety alarms, GFCI’s, and other electrical products.

 

Gross Profit. Gross profit percentage is calculated as net sales less cost of goods sold expressed as a percentage of net sales. Our gross profit percentage for the fiscal year ended March 31, 2019 was 31.6% compared to 30.5% in fiscal 2018. The increase in 2019 gross margin is attributed to the mix of products sold and sales of the Company’s sealed battery safety alarms, and GFCI’s that typically have higher margins.

 

Selling, General and Administrative Expense. Selling, general and administrative expenses increased to $4,864,521 in fiscal 2019 from $4,616,391 in fiscal 2018. As a percentage of net sales, these expenses were 27.6% for the fiscal year ended March 31, 2019 and 31.0% for the fiscal year ended March 31, 2018. These expenses decreased as a percentage as they do not increase in direct proportion to increases in sales. These expenses increased as a dollar amount due primarily to increases in insurance expense.

 

Research and Development. Research and development expense for the fiscal year ended March 31, 2019 was $502,845, of which approximately $100,000 was for new product development. Research and development expense for the fiscal year ended March 31, 2018 was $653,899, of which approximately $500,000 was for new product development. The decrease in overall research and development expense for the 2019 period compared to the 2018 period was due to decreased independent testing of new products as our new products reached market.

 

Interest Expense (Net). For the fiscal years ended March 31, 2019 and 2018, the Company incurred net interest expense of $484,953 and $213,125, respectively, related to borrowing costs associated with interest paid on amounts borrowed from our factor and on extended trade payables due to the Hong Kong Joint Venture. The increase in interest expense resulted from additional borrowing during the fiscal year ended March 31, 2019 to fund inventory purchases and operating cash requirements.

 

Income Taxes. For the fiscal years ended March 31, 2019 and 2018 our statutory Federal tax rate was 21.0% and 30.8%, respectively. The Company has accumulated net operating losses and other income tax credits for which a full valuation allowance has been established. Accordingly, income taxes or deferred income tax benefits indicated by the provision for income taxes as shown on the Consolidated Statements of Operations for the fiscal years ended March 31, 2019 and 2018 varies from the expected statutory rate. Footnote G to the financial statements provides a reconciliation of the amount of tax that would be expected at statutory rates and the amount of tax expense or benefit provided at the effective rate of tax for each fiscal period.

 

Net Loss. We reported a net loss of $1,347,986 for the fiscal year 2019, compared to a net loss of $2,262,310 for fiscal 2018, a decrease of $914,324 (40.4%) in the net loss. The net loss is primarily due to increases in interest expense, product liability insurance expense, and the loss from investment in the Hong Kong Joint Venture of $1,049,897 in fiscal 2019 compared to a loss of $1,322,950 in fiscal 2018. See “Hong Kong Joint Venture” below for further discussion regarding the operations of the Hong Kong Joint Venture.

 

 - 8 - 

 

 

Financial Condition, Liquidity and Capital Resources

 

The Company had net losses of $1,347,986 and $2,262,310 for the years ended March 31, 2019 and 2018, respectively. Furthermore, as of March 31, 2019, working capital (computed as the excess of current assets over current liabilities) decreased by $278,031 from $2,632,344 on March 31, 2018, to $2,354,313 on March 31, 2019.

 

Our operating activities provided cash of $5,874 for the year ended March 31, 2019 principally as a result of the increase in the accounts payable due to the Hong Kong Joint Venture and accrued expenses of $1,642,022 and a decrease in prepaid expenses of $132,910. This was partially offset by a net loss of $1,347,986 which includes a non-cash loss of the Hong Kong Joint Venture of $1,049,897. In addition to the net loss, operating cash was used as accounts receivable and amounts due from factor increased by $130,614 and inventories increased by $1,360,413. Operating activities provided cash of $534,883 for the year ended March 31, 2018 principally as a result of a net loss of $2,262,310 which includes a non-cash loss of the Hong Kong Joint Venture of $1,322,950. In addition, operating activities used cash as accounts receivable and amounts due from factor increased by $627,646, and inventories increased by $791,788, and partially offset by an increase in accounts payable and accrued expense of $2,648,563.

 

Our investing activities did not provide or use cash during the fiscal year ended March 31, 2019. Our investing activities provided cash of $16,106 during the fiscal year ended March 31, 2018 resulting from the purchase of computer equipment.

 

Financing activities provided cash of $240,437 during the fiscal year ended March 31, 2019 as a result of advances against trade accounts receivable provided by our factor. Financing activities used cash of $652,971 during the fiscal year ended March 31, 2018 as a result of net cash repayment of amounts advanced by our factor on trade accounts receivable.

  

Our overall sales are primarily dependent upon the strength of the U.S. housing market. As stated elsewhere in this report, our USI Electric subsidiary markets our products to the electrical distribution trade (primarily electrical and lighting distributors and manufactured housing companies); every downturn in new home construction and new home sales negatively impacts sales by our USI Electric subsidiary. Our operating results for the fiscal years ended March 31, 2019 and 2018 continue to be significantly impacted by the economic conditions of the U.S. housing market. The new line of sealed smoke and carbon monoxide alarms began selling during the fiscal year ended March 31, 2017 and management expects sales will continue to improve as sales of these items gain acceptance in the market. Management believes that with an improved housing market and sales of our sealed products, the Company will improve profitability.

 

Management expects our new product offerings including sealed battery alarm and ground fault circuit interrupter products will compete on price and functionality with similar products offered by our larger competitors. While we believe there will be market acceptance of our new products we cannot be assured of this. Should our products not achieve the level of acceptance we anticipate, this will have a significant impact on our future operations, and our sales may decline, potentially impacting our ability to continue operating in our current fashion.

 

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 with Merchant Factors Corporation (Merchant or Factor). Borrowings under our Factoring Agreement bear interest at prime plus 2% and are secured by trade accounts receivable and inventory. Advances from Merchant 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. The unused availability of this facility totaled approximately $605,266 at March 31, 2019. In addition, we have secured extended payment terms for purchases up to $4,000,000 from our Hong Kong Joint Venture for the purchase of sealed battery alarms. These amounts are unsecured, bear interest at 5.5% per annum, and provide for repayment terms of 120 days for each purchase. The balance outstanding under this agreement at March 31, 2019 was $4,962,023 with $2,758,960 of this amount being beyond agreed repayment terms. The Hong Kong Joint Venture has provided discretionary approval to allow the Company to exceed the agreed upon repayment terms and has indicated it has no plans or intentions that would materially impact the financial position, operations, or cash flows of the Company.

 

 - 9 - 

 

 

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 ionization smoke alarms, carbon monoxide products, and ground fault circuit interrupters. In addition the Company is seeking improved terms on its credit facility with the Hong Kong Joint Venture. The Company has seen positive results on this plan during the fiscal years ended March 31, 2019 and 2018 due to sales of its new product offerings 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 this report.

 

Hong Kong Joint Venture

 

In fiscal year 2019, sales of the Hong Kong Joint Venture were $13,252,710 compared to $14,010,358 in fiscal 2018. During the fiscal year ended March 31, 2019, sales to the Company increased compared to the prior year by approximately $658,524.

 

Gross margins of the Hong Kong Joint Venture for fiscal year 2019 increased to 13.0% from 8.6% in the prior fiscal year. The primary reason for the increase is a change in the mix of products sold that includes a higher percentage of sealed battery units to the Company.

 

Selling, general and administrative expenses of the Hong Kong Joint Venture for fiscal 2019 were $4,141,982, compared to $4,270,845 in the prior fiscal year. As a percentage of sales, these expenses were 31.3% and 30.5%, respectively, for the fiscal years ended March 31, 2019 and 2018. Selling, general and administrative expenses were higher as a percentage as certain fixed costs do not decrease proportionally with decreased sales.

 

Investment income and interest income, net of interest expense, was $105,920 for fiscal year 2019, compared to $339,981 for fiscal year 2018 principally due to a reduction in the principal amounts invested.

 

The net loss was $1,791,405 for fiscal year 2019 compared to a net loss of $2,864,061 for the fiscal year ended March 31, 2018. The net loss for fiscal 2019 and 2018 was primarily due to sales that are insufficient to cover fixed general and administrative costs.

 

Cash needs of the Hong Kong Joint Venture are currently met by cash on hand. Working capital is $11,608,698 as of March 31, 2019 and $9,808,216 as of March 31, 2018.

 

Related Party Transactions

 

Pursuant to its written charter, the Audit Committee of the Board of Directors of the Company reviews and approves all transactions with related persons that are required to be disclosed under applicable regulation. During the fiscal year ended March 31, 2019 and 2018, inventory purchases and other company expenses of approximately $1,723,000 and $1,667,000, respectively, were charged to credit card accounts of Harvey B. Grossblatt, the Company’s Chief Executive Officer and certain of his immediate family members. The Company subsequently reimbursed these charges in full. Mr. Grossblatt receives travel mileage and other credit card benefits from these charges. The maximum amount outstanding and due to Mr. Grossblatt at any point during the fiscal year ended March 31, 2019 and 2018 amounted to $168,826 and $160,438, respectively, and the amount outstanding at March 31, 2019 and 2018 is $55,321 and $8,225, respectively.

 

Critical Accounting Policies

 

Management’s discussion and analysis of our consolidated financial statements and results of operations is based upon our consolidated financial statements included as part of this document. The preparation of these 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, impairment of long-lived assets, and contingencies and litigation. We base these estimates on historical experiences 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.

 

 - 10 - 

 

 

We believe that the following critical accounting policies affect management’s more significant judgments and estimates used in the preparation of its consolidated financial statements. For a detailed discussion on the application of these and other accounting policies, see Note A to the consolidated financial statements, included in this Annual Report. 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:

 

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 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 which provides guidance for 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 consolidated 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.

 

Revenue Recognition: The Company’s primary source of revenue is the sale of safety and security products based upon purchase orders or contracts with customers. Revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped or delivered to the customer. Customers may not return, exchange or refuse acceptance of goods without our approval. Generally, the Company does not grant extended payment terms. Shipping and handling costs associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfillment cost and are recorded in selling, general and administrative expense.

 

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration. The Company uses the expected value method based on historical data in considering the impact of estimates of variable consideration, which may include trade discounts, allowances, product returns (including rights of return) or warranty replacements. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

 

We have established allowances to cover anticipated doubtful accounts based upon historical experience.

 

Inventories: Inventories are valued at the lower of cost or net realizable value. 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 net realizable value based upon assumptions about future demand and market conditions.

 

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 financial statements and do not have any arrangements or relationships with entities that are not consolidated into our financial statements that are reasonably likely to materially affect our liquidity or the availability of our capital resources.

 

 - 11 - 

 

 

Accounting Standards

 

New Accounting Standards

 

See Note A, Recently issued accounting pronouncements, in the Notes to the Consolidated Financial Statements for a discussion of recently adopted new accounting guidance and new accounting guidance not yet adopted

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The financial statements and supplementary data required by this Item 8 are included in the Company’s Consolidated Financial Statements and set forth in the pages indicated in Item 15(a) of this Annual Report.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

Not applicable.

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure 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 annual report, and have concluded that disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting as discussed below.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with US GAAP. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with US GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 

 - 12 - 

 

 

Our Chief Financial Officer, with the participation of our Chief Executive Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 1992 framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2019 for the reasons described below.

 

Material weaknesses arose in our oversight of the accounting function as well as the disclosure controls and procedures of the Hong Kong Joint Venture (HKJV). The HKJV is a material component of the Company’s consolidated financial statements. With respect to our internal control over financial reporting, the matters noted above are being discussed among management, the HKJV and our Audit Committee. Management intends to review, revise and improve our internal controls over financial reporting until the material weaknesses in internal control over financial reporting are eliminated. Management’s specific remediation to address these material weaknesses will include among other items: a) enhancing corporate financial reporting resources, particularly for oversight, and process improvement, and b) reinforcing internal policies with all process owners.

  

Changes in Internal Control over Financial Reporting.

 

There have been no changes in internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting during the quarter ended March 31, 2019.

 

ITEM 9B. OTHER INFORMATION

 

Not applicable.

 

 - 13 - 

 

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The information with respect to the identity and business experience of the directors of the Company and their remuneration set forth in the section captioned “Election of Directors” in the Company’s definitive Proxy Statement filed pursuant to Regulation 14A and issued in conjunction with the 2019 Annual Meeting of Shareholders (the “Proxy Statement”) is incorporated herein by reference. The information with respect to the identity and business experience of executive officers of the Company is set forth in Part I of this Form 10-K. The information with respect to the Company’s Audit Committee is incorporated herein by reference to the section captioned “Meetings and Committees of the Board of Directors” in the Proxy Statement. The information with respect to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the section captioned “Compliance with Section 16(a) of the Exchange Act” in the Proxy Statement. The information with respect to the Company’s Code of Ethics is incorporated herein by reference to the section captioned “Code of Ethics” in the Proxy Statement.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this item is incorporated herein by reference to the sections captioned “Director Compensation” and “Executive Compensation” in the Proxy Statement.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this item regarding security ownership is incorporated herein by reference to the sections captioned “Beneficial Ownership” and “Information Regarding Share Ownership of Management” in the Proxy Statement. Information required by this item regarding our equity compensation plans is incorporated herein by reference to the Section entitled “Executive Compensation” in the Proxy Statement.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

The information required by this item is incorporated herein by reference to the sections captioned “Transactions with Management”, if any, and “Election of Directors” in the Proxy Statement.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this item is incorporated herein by reference to the section captioned “Independent Registered Public Accountants” in the Proxy Statement.

 

 - 14 - 

 

 

PART IV

 

ITEM 15. EXHIBITS

 

(a)1. Financial Statements.

 

  Page
Report of Independent Registered Public Accounting Firm F-1
Consolidated Balance Sheets as of March 31, 2019 and 2018 F-2
Consolidated Statements of Operations for the Years Ended March 31, 2019 and 2018 F-3
Consolidated Statements of Comprehensive Loss for the Years Ended March 31, 2019 and 2018 F-4
Consolidated Statements of Shareholders’ Equity for the Years Ended March 31, 2019 and 2018 F-5
Consolidated Statements of Cash Flows for the Years Ended March 31, 2019 and 2018 F-6
Notes to Consolidated Financial Statements F-7

 

(a)3. Exhibits required to be filed by Item 601 of Regulation S-K.

 

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 3.1 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 Discount Factoring Agreement between the Registrant and Merchant Factors Corp., dated January 6, 2015 (substantially identical agreement entered into by USI’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 January 16, 2015, file No. 1-31747)
10.4 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)
10.5 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)
10.6

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), and 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) ), 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), by addendum dated July 12, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 12, 2016, File No. 1-31747) by addendum dated July 18, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 20, 2017, File No. 1-31747), and by addendum dated July 9, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 9, 2018, File No. 1-31747).

21 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended March 31, 2012, File No. 1-31747)

 

 - 15 - 

 

 

23.1 Consent of Marcum LLP*
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer*
32.1 Section 1350 Certifications*
99.1 Press Release dated July 15, 2019*
101 Interactive data files providing financial information from the Registrant’s Annual Report on Form 10-K for the fiscal year ended March 31, 2019 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of March 31, 2019 and 2018; (ii) Consolidated Statements of Operations for the years ended March 31, 2019 and 2018; (iii) Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2019 and 2018; (iv) Consolidated Statements of Cash Flows for the years ended March 31, 2019 and 2018; and (v) Notes to Consolidated Financial Statements*

 

*Filed herewith

 

 - 16 - 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.
     
July 15, 2019 By: /s/ Harvey B. Grossblatt
    Harvey B. Grossblatt
    President and Chief Executive Officer
    (principal executive officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Harvey B. Grossblatt   President, Chief Executive Officer   July 15, 2019
Harvey B. Grossblatt   and Director    
         
/s/ James B. Huff   Chief Financial Officer   July 15, 2019
James B. Huff   (principal financial officer and    
    principal accounting officer)    
         
/s/ Cary Luskin   Director   July 15, 2019
Cary Luskin        
         
/s/ Ronald A. Seff   Director   July 15, 2019
Ronald A. Seff        
         
/s/ Ira Bormel   Director   July 15, 2019
Ira Bormel        

 

 - 17 - 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Audit Committee of the

Board of Directors and Shareholders

of Universal Security Instruments, Inc. and Subsidiary

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Universal Security Instruments, Inc. and Subsidiary (the “Company”) as of March 31, 2019 and 2018, the related consolidated statements of operations, comprehensive loss, shareholders’ equity and cash flows for each of the two years in the period ended March 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Marcum llp

 

Marcum llp

 

We have served as the Company’s auditor since 2015.

 

Philadelphia, Pennsylvania

July 15, 2019

 

 F-1 

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

ASSETS  March 31, 
   2019   2018 
CURRENT ASSETS          
Cash  $374,472   $128,161 
Accounts receivable:          
Trade, less allowance for doubtful accounts   365,293    418,550 
Receivables from employees   54,916    55,568 
Receivable from Hong Kong Joint Venture   45,217    - 
    465,426    474,118 
           
Amount due from factor   2,549,986    2,410,680 
Inventories – finished goods   6,852,305    5,491,892 
Prepaid expenses   145,190    278,100 
           
TOTAL CURRENT ASSETS   10,387,379    8,782,951 
           
INVESTMENT IN HONG KONG JOINT VENTURE   8,441,889    10,023,275 
INTANGIBLE ASSETS - NET   53,660    58,132 
PROPERTY AND EQUIPMENT - NET   19,998    35,585 
OTHER ASSETS   4,000    4,000 
           
TOTAL ASSETS  $18,906,926   $18,903,943 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
CURRENT LIABILITIES          
Line of credit – factor  $1,851,591   $1,611,154 
Accounts payable - Hong Kong Joint Venture   4,962,023    3,838,627 
Accounts payable - trade   616,444    494,253 
Accrued liabilities:          
Accrued payroll and employee benefits   132,132    51,066 
Accrued commissions and other   470,876    155,507 
           
TOTAL CURRENT LIABILITIES   8,033,066    6,150,607 
           
COMMITMENTS AND CONTINGENCIES   -    - 
           
SHAREHOLDERS’ EQUITY          
Common stock, $.01 par value per share; 20,000,000 shares authorized, 2,312,887 shares issued and outstanding at March 31, 2019 and 2018   23,129    23,129 
Additional paid-in capital   12,885,841    12,885,841 
Accumulated Deficit   (2,646,866)   (1,298,880)
Accumulated other comprehensive income   611,756    1,143,246 
TOTAL SHAREHOLDERS’ EQUITY   10,873,860    12,753,336 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $18,906,926   $18,903,943 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-2 

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

 

   Year Ended March 31, 
   2019   2018 
         
Net sales  $17,588,040   $14,873,189 
Cost of goods sold – acquired from Joint Venture   10,688,538    10,099,984 
Cost of goods sold - other   1,345,271    229,150 
           
GROSS PROFIT   5,554,231    4,544,055 
           
Selling, general and administrative expense   

4,864,522

    4,616,391 
Research and development expense   502,845    653,899 
           
Operating income (loss)   186,864    (726,235)
           
Other expense:          
Loss from investment in Hong Kong Joint Venture   (1,049,897)   (1,322,950)
Interest expense, net   (484,953)   (213,125)
           
Loss before income taxes   (1,347,986)   (2,262,310)
           
Income tax benefit   -    - 
           
NET LOSS  $(1,347,986)  $(2,262,310)
           
Loss per share:          
Basic and diluted  $(0.58)  $(0.98)
           
Shares used in computing net loss per share:          
Weighted average basis and diluted shares outstanding   2,312,887    2,312,887 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-3 

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

 

   Year Ended March 31, 
   2019   2018 
         
NET LOSS  $(1,347,986)  $(2,262,310)
           
Other Comprehensive  (Loss) Income
Company’s Portion of Hong Kong
Joint Venture’s Other Comprehensive
(Loss) Income:
          
Currency translation (loss) gain   (542,062)   761,916 
Unrealized gain on investment securities   10,572    21,472 
           
Total Other Comprehensive (Loss) Income   (531,490)   783,388 
           
COMPREHENSIVE LOSS  $(1,879,476)  $(1,478,922)

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-4 

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

   Common Stock                 
   Shares   Amount   Additional
Paid-In
Capital
   (Accumulated
Deficit)
Retained
Earnings
   Accum.
Other
Comprehensive
Income
   Total 
                         
Balance at April 1, 2017   2,312,887   $23,129   $12,885,841   $963,430   $359,858   $14,232,258 
                               
Currency translation gain                       761,916    761,916 
                               
Unrealized gain on investment securities                       21,472    21,472 
                               
Net loss                  (2,262,310)        (2,262,310)
                               
Balance at March 31, 2018   2,312,887    23,129    12,885,841    (1,298,880)   1,143,246    12,753,336 
                               
Currency translation loss                       (542,062)   (542,062)
                               
Unrealized gain on investment securities                       10,572    10,572 
                               
Net loss                  (1,347,986)        (1,347,986)
                               
Balance at March 31, 2019   2,312,887   $23,129   $12,885,841   $(2,646,866)  $611,756   $10,873,860 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-5 

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   Year Ended March 31, 
   2019  

2018

 
OPERATING ACTIVITIES:          
Net loss  $(1,347,986)  $(2,262,310)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization   20,058    31,286 
           
Loss from investment in Hong Kong Joint Venture   1,049,897    1,322,950 
           
Changes in operating assets and liabilities:          
Increase in accounts receivable and amounts due from factor   (130,614)   (627,646)
Increase in inventories   (1,360,413)   (791,788)
Decrease (Increase) in prepaid expenses   132,910    213,828 
Increase in accounts payable and accrued expenses   1,642,022    2,648,563 
Decrease in other assets   -    - 
           
NET CASH PROVIDED BY OPERATING ACTIVITIES   5,874    534,883 
           
INVESTING ACTIVITIES:          
Purchase of equipment   -    (16,106)
Cash distributions from Joint Venture   -    - 
           
NET CASH USED IN INVESTING ACTIVITIES   -    (16,106)
           
FINANCING ACTIVITIES:          
Net proceeds from (repayment of) line of credit - factor   240,437    (652,971)
           
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   240,437    (652,971)
           
INCREASE (DECREASE) IN CASH   246,311    (134,194)
           
Cash at beginning of period   128,161    262,355 
           
CASH AT END OF PERIOD  $374,472   $128,161 
           
Supplemental information:          
Interest paid  $398,406   $162,446 
Income taxes paid  $-   $- 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-6 

 

 

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE A – NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business: Universal Security Instruments, Inc.’s (the “Company”) primary business is the sale of smoke alarms and other safety products to retailers, wholesale distributors and to the electrical distribution trade which includes electrical and lighting distributors as well as manufactured housing companies. The Company imports all of its safety and other products from foreign manufacturers. The Company, as an importer, is subject to numerous tariffs which vary depending on types of products and country of origin, changes in economic and political conditions in the country of manufacture, potential trade restrictions and currency fluctuations.

 

Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary USI Electric, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation. We believe that our 50% ownership interest in the Hong Kong Joint Venture allows us to significantly influence the operations of the Hong Kong Joint Venture. As such, we account for our interest in the Hong Kong Joint Venture using the equity method of accounting. We have included our investment balance as a non-current asset and have included our share of the Hong Kong Joint Venture’s loss in our consolidated statements of operations. The investment and earnings and losses are adjusted to eliminate intercompany profits.

 

Use of Estimates: In preparing financial statements in conformity with accounting principles generally accepted in the United States of America (US-GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash: The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts, and believes it is not exposed to any significant credit risk with cash.

 

Revenue Recognition:

 

Adoption of ASC Topic 606, Revenue from Contracts with Customers - On April 1, 2018, the Company adopted ASC Topic 606 using the modified retrospective method. Results for reporting periods beginning after April 1, 2018 are presented under ASC Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, “Revenue Recognition”. The adoption of ASC Topic 606 had no material impact on our current or previously recorded results of operations.

 

The Company’s primary source of revenue is the sale of safety and security products based upon purchase orders or contracts with customers. Revenue is recognized at a point in time once the Company has determined that the customer has obtained control over the product. Control is typically deemed to have been transferred to the customer when the product is shipped or delivered to the customer. Customers may not return, exchange or refuse acceptance of goods without our approval. Generally, the Company does not grant extended payment terms. Shipping and handling costs associated with outbound freight, after control over a product has transferred to a customer, are accounted for as a fulfillment cost and are recorded in selling, general and administrative expense.

 

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Revenue is recorded at the transaction price net of estimates of variable consideration. The Company uses the expected value method based on historical data in considering the impact of estimates of variable consideration, which may include trade discounts, allowances, product returns (including rights of return) or warranty replacements. Estimates of variable consideration are included in revenue to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

 

Disaggregation of Revenue: The Company presents below revenue associated with sales of products acquired from our Hong Kong Joint Venture separately from revenue associated with sales of ground fault circuit interrupters (GFCI’s) and ventilation fans. The Company believes this disaggregation best depicts how our various product lines perform and are affected by economic factors. Revenue recognized by these categories for the fiscal years ended March 31, 2019 and 2018 are as follows:

 

   Fiscal Year ended 
   March 31, 2019   March 31, 2018 
Sales of products acquired from our HKJV  $16,039,519   $14,342,046 
Sales of GFCI’s and ventilation fans   1,548,521    531,143 
   $17,588,040   $14,873,189 

  

 F-7 

 

 

Accounts Receivable: The Company assigns the majority of its trade receivables on a pre-approved non-recourse basis to Merchant Factors Corporation (Merchant or Factor) under a factoring agreement on an ongoing basis. Factoring charges recognized on assignment of receivables are deducted from revenue in the consolidated statements of operations and amounted to $132,137 and $118,729 for the years ended March 31, 2019 and 2018, respectively.

 

Management considers amounts due from the Company’s factor to be “financing receivables”. Trade accounts receivable, other receivables, and receivables from our Hong Kong Joint Venture are not considered to be financing receivables.

 

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 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 for uncollectible financing receivables has been provided. At March 31, 2019 and 2018, an allowance of $57,000 has been provided for uncollectible trade accounts receivable.

 

Inventories: Inventories are stated at the lower of cost (first in/first out method) or net realizable value. Included as a component of finished goods inventory are additional non-material costs. These costs include freight, import duty and inspection fees. Expenses incurred for inventory quality control in the amount of approximately $45,000 and $45,000, have been capitalized and included in inventory for the fiscal years ended March 31, 2019 and 2018, respectively. We evaluate inventories on a quarterly basis and write down inventory that is considered obsolete or unmarketable in an amount equal to the difference between the cost of inventory and the estimated net realizable value based upon assumptions about future demand and market conditions.

 

Impairment of long-lived assets: Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. The factors considered in performing this assessment include current operating results, anticipated future results, the manner in which the asset is used and the effects of obsolescence, demand, competition and other economic factors. Accordingly, when indicators of impairment are present, the Company evaluates the carrying value of these assets in relation to the operating performance of the business and future undiscounted cash flows expected to result from the use of these assets. Impairment losses are recognized when the sum of expected future cash flows is less than the assets’ carrying value, and losses are determined based upon the excess carrying value of the assets over its fair value. Based on this assessment, no impairment to long-lived assets resulted for fiscal years ended March 31, 2019 and 2018.

 

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.

 

The Company follows Accounting Standards Codification (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. See Note H, Income Taxes.

 

 F-8 

 

 

Warranties: We generally provide warranties, on the safety products, from one to ten years to the non-commercial end user on all products sold. The manufacturers of our safety products provide us with a one-year warranty on all products we purchase for resale. Claims for warranty replacement of products beyond the one-year warranty period covered by the manufacturers have not been historically material.

 

Research and Development: Research and development costs are charged to operations as incurred.

 

Shipping and Handling Fees and Costs: The Company includes shipping and handling fees billed to customers in net sales. Shipping and handling costs associated with inbound freight are included in cost of goods sold. Shipping and handling costs associated with outbound freight are included in selling, general and administrative expenses and totaled $472,570 and $462,469 in fiscal years 2019 and 2018, respectively.

 

Foreign currency: The activity and accounts of the Hong Kong Joint Venture are denominated in Hong Kong dollars and are translated to US dollars in consolidation. The Company translates the accounts of the Hong Kong Joint Venture at the applicable exchange rate in effect at the year-end date for assets and liabilities and at the average exchange rate for the reporting period for statement of operation purposes. The Company currently does not maintain cash in foreign banks to support its operations in Hong Kong.

 

The cumulative balance of currency translation, a component of accumulated other comprehensive income, amounted to $561,358 and $1,103,420 at March 31, 2019 and 2018, respectively.

 

Net Loss per Share: Basic net loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss for the period by the weighted average number of common shares and common share equivalents outstanding (unless their effect is anti-dilutive) for the period. As a result of the net losses, the weighted average number of common shares outstanding is identical for the years ended March 31, 2019 and 2018 for both basic and diluted shares. In addition, there were no other securities outstanding during 2019 or 2018.

 

Recently Issued Accounting Standards: Changes to U.S. 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 July 2018, the Financial Accounting Standards Board, or FASB, issued ASU 2018-11, Leases (Topic 842): Targeted Improvements. This amendment provides entities with an additional and optional transition method to adopt the new leases standard. Under the new transition method, an entity can initially apply the new leases standard at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). ASU 2018-11 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. We do not expect that the adoption of ASU 2018-11 on April 1, 2019 will have a material impact on our financial statements.

 

In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting.  This guidance expands the scope of accounting for share-based payment arrangements to include share-based payment transactions for acquiring goods and services from nonemployees. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. We do not expect that the adoption of ASU 2018-07 on April 1, 2019 will have a material impact on our financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases. Under this amendment, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: 1) a lease liability which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and 2) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early application permitted. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements.  We do not expect that the adoption of ASU 2016-02 on April 1, 2019 will have a material impact on our financial statements

 

 F-9 

 

 

NOTE B – MANAGEMENT’S PLAN

 

The Company had net losses of $1,347,986 and $2,262,310 for the years ended March 31, 2019 and 2018, respectively. Furthermore, as of March 31, 2018, working capital (computed as the excess of current assets over current liabilities) decreased by $278,031 from $2,632,344 at March 31, 2018, to $2,354,313 at March 31, 2019.

 

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 with Merchant. 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. The unused availability of this facility totaled approximately $605,266 at March 31, 2019. In addition, we have secured extended payment terms for purchases up to $4,000,000 from our Hong Kong Joint Venture for the purchase of inventory. These amounts are unsecured, bear interest at 5.5%, and provide for repayment terms of one hundred-twenty days for each advance thereunder. The balance outstanding under this agreement at March 31, 2019 is $4,962,023 with $2,758,960 of this amount being beyond agreed repayment terms. The Hong Kong Joint Venture has provided discretionary approval to allow the Company to exceed the agreed upon repayment terms and has indicated it has no plans or intentions that would materially impact the financial position, operations, or cash flows of the Company.

 

We anticipate, now that our complete line of sealed smoke and carbon monoxide alarms has been introduced, that sales will continue to increase. These sealed products will compete on price and functionality with similar products offered by our larger competitors. While we believe there will be market acceptance of our new products we cannot be assured of this. Should our products not achieve the level of acceptance we anticipate this will have a significant impact on our future operations and potentially impact our ability to continue operations.

 

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 line of sealed battery ionization smoke alarms and carbon monoxide products, and obtaining additional financing on its credit facility. The Company has seen positive results on this plan during the fiscal years ended March 31, 2019 and 2018 due to sales of its sealed battery products, GFCI’s, and other electrical 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 this report.

 

NOTE C – INVESTMENT IN THE HONG KONG JOINT VENTURE

 

The Company holds a 50% interest in a joint venture with a Hong Kong corporation, which has manufacturing facilities in the People’s Republic of China, for the manufacturing of consumer electronic products. As of March 31, 2019 and 2018, the Company has an investment balance of $8,441,889 and $10,023,275, respectively for its 50% interest in the Hong Kong Joint Venture. There are no material differences between US-GAAP and those used by the Hong Kong Joint Venture.

 

The following represents summarized financial information derived from the financial statements of the Hong Kong Joint Venture as of March 31, 2019 and 2018.

 

   March 31, 
   2019   2018 
Current assets  $13,953,342   $12,515,645 
Property and other assets   5,949,528    10,687,962 
           
Total assets  $19,902,870   $23,203,607 
           
Current liabilities  $2,344,644   $2,707,429 
Non-current liabilities   388,437    389,961 
           
Equity   17,169,789    20,106,217 
           
Total liabilities and equity  $19,902,870   $23,203,607 

 

 F-10 

 

 

   For the Year Ended March 31, 
   2019   2018 
         
Net sales  $13,252,710   $14,010,358 
Gross profit   1,716,392    1,211,742 
Net loss   (1,791,405)   (2,864,061)

 

During the years ended March 31, 2019 and 2018, the Company purchased $10,982,518 and $10,505,864, respectively, of finished product from the Hong Kong Joint Venture, which represents 87.2% and 97.8%, respectively, of the Company’s total finished product purchases.

 

At March 31, 2019 and 2018, the Company had outstanding $4,962,023 and $3,838,627 under an extended payment term agreement with the Hong Kong Joint Venture. The agreement provides extended payment terms for the purchase of inventory from the Hong Kong Joint Venture. Purchases under the agreement are limited to $4,000,000, bear interest at 5.50%, are for a term of one hundred-twenty (120) days, and are unsecured. Dividends declared and paid by the Hong Kong Joint Venture, which amounted to $0 and $0 for the fiscal years ended March 31, 2019 and 2018, respectively, are first used to repay any outstanding balance on the agreement. The balance outstanding under this agreement at March 31, 2019 is $4,962,023 with $2,758,960 of this amount being beyond agreed repayment terms.

 

The Company’s investment in the Hong Kong Joint Venture as recorded on the Company’s consolidated balance sheets has been adjusted for the effect of intercompany profit of the Hong Kong Joint Venture in the ending inventory of the Company.

 

NOTE D – SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS

 

On January 15, 2015, the Company entered into an Agreement with Merchant for the purpose of factoring the Company’s trade accounts receivable and to provide financing secured by finished goods inventory. Effective September 1, 2017 the Agreement with Merchant was modified to restrict borrowing solely to eligible accounts receivable and removing the Company’s ability to borrow up to $1,000,000 supported by inventory. Under the modified Agreement the Company may borrow eighty percent (80%) of eligible accounts receivable. Additional funding, characterized by Merchant as an over advance, may be provided up to one hundred percent (100%) of eligible accounts receivable. The over advance portion, if any, may not exceed fifty percent (50%) of eligible inventory up to a maximum of $500,000. The Agreement which was extended on January 7, 2018, expires on January 6, 2020, and provides for continuation of the program for successive two year periods until terminated by one of the parties to the Agreement. The amount available to borrow from Merchant is approximately $605,000 and $1,009,000 at March 31, 2019 and 2018, respectively. 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 7.50% at March 31, 2019 and 6.75% at March 31, 2018). Advances under the 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. At March 31, 2019 and 2018 there was $1,851,591 and $1,611,154 borrowed and outstanding under the factoring agreement.

 

Under the Agreement, the Company assigned receivables of $16,868,324 and $15,052,852 during the years ended March 31, 2019 and 2018, respectively. The uncollected balance of non-recourse receivables held by the factor amounted to $2,549,986 and $2,410,680 at March 31, 2019 and 2018. Collected cash maintained on deposit at March 31 2019 and 2018 with the factor earns interest at the factor’s prime rate of interest less 2.5 percent (effective rate of 3.00% and 2.25% at March 31, 2019 and 2018, respectively.) There was no cash on deposit with the Factor at March 31, 2019 or 2018.

 

 F-11 

 

 

NOTE E – PROPERTY AND EQUIPMENT - NET

 

Property and equipment are recorded at cost, less accumulated depreciation and amortization. Depreciation and amortization are provided by using the straight-line method based on estimated useful lives. Expenditures for major betterments that extend the useful life of property and equipment are capitalized. Repair and maintenance costs are expensed as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in the results of operations.

 

The estimated useful lives for financial reporting purposes are as follows:

 

Leasehold improvements - Shorter of term of lease or useful life of asset
Machinery and equipment - 5 to 10 years
Furniture and fixtures - 5 to 15 years
Computer equipment - 5 years

 

Property and equipment consist of the following:

 

   March 31, 
   2018   2017 
Leasehold improvements  $166,722   $166,722 
Machinery and equipment   190,400    190,400 
Furniture and fixtures   261,292    261,292 
Computer equipment   302,634    302,634 
    921,048    921,048 
Less accumulated depreciation and amortization   (901,050)   (885,463)
   $19,998   $35,585 

 

Depreciation and amortization expense totaled $15,587 and $26,814 for fiscal years ended March 31, 2019 and 2018, respectively.

 

NOTE F - LEASES

 

During January 2009, the Company entered into an operating lease for its office and warehouse location in Owings Mills, Maryland which expired in March 2019. On October 24, 2018, we extended this operating lease to expire in April 2022. This lease is subject to increasing rentals at 2.5% per year. In November 2018, the Company renewed its operating lease through February 2020 for a 3,400 square foot office in Naperville, Illinois. This lease is subject to increasing rentals at three percent (3.0%) per year.

 

Our operating leases for real estate are generally renewable with terms and conditions similar to the original lease. Rent expense, including common area maintenance, totaled $208,734 and $223,355 for the years ended March 31, 2019 and 2018, respectively.

 

    2020     2021     2022     2023     Total  
Future minimum lease payments are as follows:   $ 221,568     $ 171,110     $ 175,431     $ 14,620     $ 582,779  

  

 F-12 

 

 

NOTE G – INCOME TAXES

 

The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act, among other things, reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, changes rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, eliminates the corporate alternative minimum tax (“AMT”) and changes how existing AMT credits can be realized, creates the base erosion anti-abuse tax (BEAT), a new minimum tax, and creates a new limitation on deductible interest expense.

 

On December 22, 2017, Staff Accounting Bulletin No. 118, or SAB 118, was issued to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740, Income Taxes. We finalized our analysis within the measurement period in accordance with SAB 118. During the year ended March 31, 2019, we did not make any changes to the provisional amounts recorded in our March 31, 2018 Annual Report on Form 10-K in connection with the Tax Act.

 

The Company re-measured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%, which resulted in an approximately $1.2 million reduction of the Company’s net deferred tax assets with a corresponding reduction to the valuation allowance.

The Deemed Repatriation Transition Tax (“Transition Tax”) is a tax on previously untaxed accumulated and current earnings and profits (“E&P”) of our Hong Kong Joint Venture. To determine the amount of the Transition Tax, the Company must determine, in addition to other factors, the amount of post-1986 E&P of the Hong Kong Joint Venture, as well as the amount of non-U.S. income taxes paid on such earnings. The Company has determined that it does not owe a Transition Tax since it has sufficient net operating loss carryforwards and foreign tax credit carryforwards to offset the E&P of its Hong Kong Joint Venture that are subject to the tax.

 

The Company files its income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. Income tax returns filed for the fiscal years ended March 31, 2018, 2017, and 2016 are considered open and subject to examination by tax authorities. Deferred income tax assets and liabilities are computed and recognized for those differences that have future tax consequences and will result in net taxable or deductible amounts in future periods. Deferred tax expense or benefit is the result of changes in the net asset or liability for deferred taxes. The deferred tax liabilities and assets for the Company result primarily from net operating loss and tax credit carry forwards, reserves and accrued liabilities.

 

At March 31, 2019 and 2018, the Company has total net federal and state operating loss carry forwards of approximately $278,431 and $9,301,000, respectively, which expire in various amounts at dates from 2019 through 2033. There are certain limitations to the use and application of these items. Management reviews net operating loss carry forwards and income tax credit carry forwards to evaluate if those amounts are recoverable. After a review of projected taxable income and the components of the deferred tax assets 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 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

 

 F-13 

 

 

The reconciliation between the statutory federal income tax provision and the actual effective tax provision is as follows:

 

   Years ended March 31, 
   2019   2018 
Federal benefit at statutory rate (21.0% for 2019 and 30.8% for 2018) before loss carry-forward  $(283,077)  $(695,660)
Non-repatriated loss of Hong Kong Joint Venture   220,478    382,027 
Permanent and other differences   14,581    13,336 
State income tax benefit – net of federal effect   (8,437)   (31,785)
Expiration of tax credits   132,439    236,628 
Change in value of deferred tax assets due to change in effective rate   -    1,197,474 
Change in deferred tax asset valuation allowance   (75,984)   (1,102,020)
   $-   $- 

 

The individual components of the Company’s deferred tax assets are as follows:

 

   March 31, 
   2019   2018 
Deferred tax assets:          
Accruals and allowances  $42,055   $36,409 
Inventory uniform capitalization   17,316    33,250 
Net operating loss carry forward   68,745    2,298,116 
Foreign tax credit carry forward   72,213    459,199 
Research and development tax credit carry forward   61,701    61,701 
Allowance for unrealizable deferred tax assets   (262,030)   (2,888,675)
Net deferred tax asset  $-   $- 

 

NOTE H - COMMITMENTS AND CONTINGENCIES

 

From time to time, the Company is involved in various lawsuits and legal matters. It is the opinion of management, based on consultation with legal counsel, that there are no outstanding material claims outside of the normal course of business.

 

The Company’s employment agreement with its CEO (the “CEO Agreement”) requires the Company to make certain post-employment payments to the CEO in the event of his termination following a change in control, death, disability, non-renewal, or resignation with “Good Reason” under terms of the CEO Agreement. Additionally, the CEO Agreement requires the Company to make post-employment payments, which can range from approximately $94,000 to $1,995,000, dependent upon the controlling event, as discussed above. On July 9, 2018, the Company renewed the CEO Agreement through July 31, 2019.

 

NOTE I - MAJOR CUSTOMERS

 

The Company is primarily a distributor of safety products for use in home and business under both its trade names and private labels for other companies. As described in Note C, the Company purchased a majority of its products from its 50% owned Hong Kong Joint Venture.

 

The Company had one customer that represented 12.2% and 13.9% of the Company’s net sales for the fiscal years ending March 31, 2019 and 2018, respectively.

 

 F-14 

 

 

NOTE J - QUARTERLY FINANCIAL DATA (UNAUDITED)

 

Quarterly Results of Operations (Unaudited):

 

The unaudited quarterly results of operations for fiscal years 2019 and 2018 are summarized as follows:

 

   Quarter Ended 
   June 30,   September 30,   December 31,   March 31, 
2019                    
Net sales  $4,045,996   $4,526,252   $4,491,862   $4,523,930 
Gross profit   1,240,144    1,456,492    1,061,378    1,796,217 
Net loss   (438,833)   (121,324)   (516,993)   (270,836)
Net loss per share:                    
Basic and diluted   (0.19)   (0.05)   (0.22)   (0.12)
                     
2018                    
Net sales  $3,318,237   $3,582,816   $3,555,431   $4,416,705 
Gross profit   981,533    1,158,788    1,067,548    1,336,186 
Net loss   (543,663)   (167,925)   (1,014,796)   (535,926)
Net loss per share:                    
Basic and diluted   (0.24)   (0.07)   (0.44)   (0.23)

 

NOTE K – RETIREMENT PLAN

 

The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code. All full-time employees who have completed 12 months of service are eligible to participate. Employees are permitted to contribute up to the amounts prescribed by law. The Company may provide contributions to the plan consisting of a matching amount equal to a percentage of the employee’s contribution, not to exceed four percent (4%). Employer contributions were $36,868 and $37,876 for the years ended March 31, 2019 and 2018, respectively.

 

NOTE L – RELATED PARTY TRANSACTIONS

 

During the fiscal year ended March 31, 2019 and 2018, inventory purchases and other company expenses of approximately $1,723,000 and $1,667,000, respectively, were charged to credit card accounts of Harvey B. Grossblatt, the Company’s Chief Executive Officer and certain of his immediate family members. The Company subsequently reimbursed these charges in full. Mr. Grossblatt receives mileage benefits from these charges. The maximum amount outstanding and due to Mr. Grossblatt at any point during the fiscal year ended March 31, 2019 and 2018 amounted to $168,826 and $160,438, respectively, and the amount outstanding at March 31, 2019 and 2018 is $55,321 and $8,225, respectively.

 

NOTE M – INTANGIBLE ASSETS - NET

 

Intangible assets consist of legal expenses of $89,434 incurred in obtaining and perfecting patents on newly developed detector technology and are capitalized for financial statement purposes. Upon issuance, patents are amortized on a straight-line basis over twenty years. Amortization expense for the fiscal year ended March 31, 2019 and 2018 was $4,472 and $4,472, respectively. Accumulated amortization at March 31, 2019 and 2018 was $35,774 and $31,302, respectively. Amortization expense for the next five years is expected to be $4,472 through 2024.

 

NOTE N – SHAREHOLDERS’ EQUITY

 

Under the terms of the Company’s 2011 Non-Qualified Stock Option Plan, 120,000 shares of common stock are reserved for the granting of stock options. There were no stock options outstanding at March 31, 2019 or 2018.

 

 F-15