Form 10-Q - Quarterly report [Sections 13 or 15(d)]

Share Name	Share Symbol	Market	Type
Universal Security Instruments Inc	AMEX:UUU	AMEX	Common Stock

	Price Change	% Change	Share Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.04	1.73%	2.35	2.35	2.32	2.34	1,684	15:59:50

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-31747

UNIVERSAL SECURITY INSTRUMENTS, INC.

(Exact name of registrant as specified in its charter)

Maryland		52-0898545
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

11407 Cronhill Drive, Suite A
Owings Mills, Maryland		21117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (410) 363-3000

Inapplicable

(Former name, former address and former fiscal year if changed from last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 ☒ No ☐

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☒ Smaller Reporting Company ☒ 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 Exchange Act). Yes ☐ No ☒

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock	UUU	NYSE MKT LLC

At November 19, 2024, the number of shares outstanding of the registrant’s common stock was 2,312,887.

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TABLE OF CONTENTS

Part I - Financial Information			Page

	Item 1.	Condensed Consolidated Financial Statements:

		Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and March 31, 2024	3

		Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2024, and 2023 (unaudited)	4

		Condensed Consolidated Statements of Operations for the Six Months Ended September 30, 2024, and 2023 (unaudited)	5

		Condensed Consolidated Statements of Shareholders’ Equity for the Six Months Ended September 30, 2024, (unaudited)	6

		Condensed Consolidated Statements of Shareholders’ Equity for the Six Months Ended September 30, 2023, (unaudited)	7

		Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2024, and 2023 (unaudited)	8

		Notes to Condensed Consolidated Financial Statements (unaudited)	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

	Item 4.	Controls and Procedures	16

	Item 5.	Other Information	17

Part II - Other Information

	Item 1.	Legal Proceedings	17

	Item 6.	Exhibits	17

		Signatures	19

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PART I - FINANCIAL INFORMATION

ITEM 1.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


ASSETS	(unaudited)		(audited)
	September 30, 2024		March 31, 2024
CURRENT ASSETS
Cash	$	234,199	$	65,081

Accounts receivable:
Trade, less provision for credit losses of $325,000		279,665		1,101,991
Other receivables		5,050		5,500
		284,715		1,107,491

Amount due from factor		6,175,653		2,202,663
Inventories - finished goods net of allowance for excess and obsolete inventories of $400,000 at September 30, 2024 and $100,000 at March 31, 2024		5,980,798		4,751,826
Prepaid expenses		152,429		226,732

TOTAL CURRENT ASSETS		12,827,794		8,353,793

INTANGIBLE ASSETS - NET		29,065		31,301
PROPERTY AND EQUIPMENT – NET		79,827		159,656

TOTAL ASSETS	$	12,936,686	$	8,544,750

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Line of credit - factor	$	4,216,134	$	768,853
Short-term portion of operating lease liability		93,065		158,742
Accounts payable - trade		766,576		870,323
Accounts payable – Eyston Company, Ltd.		2,297,571		1,501,169
Accrued liabilities:
Accrued payroll and employee benefits		111,866		154,878
Accrued commissions and other		353,675		114,428

TOTAL CURRENT LIABILITIES		7,838,887		3,568,393

LONG-TERM PORTION OF OPERATING LEASE LIABILITY		—		13,330

TOTAL LONG-TERM LIABILITIES		—		13,330

COMMITMENTS AND CONTINGENCIES		—		—

SHAREHOLDERS’ EQUITY
Common stock, $.01 par value per share; authorized 20,000,000 shares; 2,312,887 shares issued and outstanding at September 30, 2024 and March 31, 2024		23,129		23,129
Additional paid-in capital		12,885,841		12,885,841
Accumulated Deficit		(7,811,171)		(7,945,943)

TOTAL SHAREHOLDERS’ EQUITY		5,097,799		4,963,027
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	12,936,686	$	8,544,750

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

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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three Months Ended September 30,
	2024		2023

Net sales	$	7,203,269	$	3,717,455

Cost of goods sold		5,205,326		2,409,277

GROSS PROFIT		1,997,943		1,308,178

Selling, general and administrative expense		1,209,352		1,334,351
Engineering and product development expense		110,371		131,415

Operating income (loss)		678,220		(157,588)

Other expense:
Interest expense		(89,642)		(33,509)

Net income (loss) before taxes		588,578		(191,097)

Provision for income tax (expense) benefit		(11,600)		4,672

NET INCOME (LOSS)	$	576,978	$	(186,425)

Earnings (loss) per share:
Basic and diluted	$	0.25	$	(0.08)

Shares used in computing earnings (earnings) per share:
Weighted average basic and diluted shares outstanding		2,312,887		2,312,887

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

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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Six Months Ended September 30,
	2024		2023

Net sales	$	11,801,785	$	10,416,226

Cost of goods sold		8,716,138		7,399,848

GROSS PROFIT		3,085,647		3,016,378

Selling, general and administrative expense		2,606,773		2,757,290
Engineering and product development expense		197,972		196,378

Operating income		280,902		62,710

Other expense:
Interest expense		(134,530)		(84,005)
Net Income (Loss) before income taxes		146,372		(21,295)
Provision for income tax expense		(11,600)		—

NET INCOME (LOSS)	$	134,772	$	(21,295)

Earnings (Loss) per share:
Basic and diluted	$	0.06	$	(0.01)

Shares used in computing earnings (loss) per share:
Weighted average basic and diluted shares outstanding		2,312,887		2,312,887

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

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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED SEPTEMBER 30, 2024

(Unaudited)


				Additional
	Common	Stock		Paid-In		Accumulated
	Shares	Amount		Capital		Deficit		Total

Balance at April 1, 2024	2,312,887	$	23,129	$	12,885,841	$	(7,945,943)	$	4,963,027

Net loss							(442,206)		(442,206)

Balance at June 30, 2024	2,312,887	$	23,129	$	12,885,841	$	(8,388,149)	$	4,520,821

Net income							576,978		576,978

Balance at September 30, 2024	2,312,887	$	23,129	$	12,885,841	$	(7,811,171)	$	5,097,799

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

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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED SEPTEMBER 30, 2023

(Unaudited)


				Additional
	Common	Stock		Paid-In		Accumulated
	Shares	Amount		Capital		Deficit		Total

Balance at April 1, 2023	2,312,887	$	23,129	$	12,885,841	$	(7,550,153)	$	5,358,817

Net income							165,130		165,130

Balance at June 30, 2023	2,312,887	$	23,129	$	12,885,841	$	(7,385,023)	$	5,523,947

Net loss							(186,425)		(186,425)

Balance at September 30, 2023	2,312,887	$	23,129	$	12,885,841	$	(7,571,448)	$	5,337,522

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

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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six Months Ended September 30,
	2024		2023

OPERATING ACTIVITIES:
Net Income (Loss)	$	134,772	$	(21,295)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization		3,058		3,102
Allowance for excess and obsolete inventory		300,000		—

Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable and amount due from factor		(3,150,214)		534,490
Increase in inventories, prepaid expenses		(1,454,669)		(1,105,053)
Increase in accounts payable and accrued expenses		888,890		1,239,275

NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES		(3,278,163)		650,519

FINANCING ACTIVITIES:
Net borrowing (repayment) - Line of Credit – Factor		3,447,281		(547,203)

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		3,447,281		(547,203)

NET INCREASE IN CASH		169,118		103,316

Cash at beginning of period		65,081		151,502

CASH AT END OF PERIOD	$	234,199	$	254,818

SUPPLEMENTAL INFORMATION:
Interest paid	$	134,530	$	84,005

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

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UNIVERSAL SECURITY INSTRUMENTS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Statement of Management

The condensed consolidated financial statements include the accounts of Universal Security Instruments, Inc. (USI or the Company) and its wholly owned subsidiaries. Except for the condensed consolidated balance sheet as of March 31, 2024, which was derived from audited financial statements, the accompanying condensed consolidated financial statements are unaudited. Significant inter-company accounts and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the interim condensed consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results for the interim periods. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (US-GAAP) have been condensed or omitted. The interim condensed consolidated financial statements should be read in conjunction with the Company’s March 31, 2024, audited financial statements filed with the Securities and Exchange Commission on Form 10-K as filed on July 12, 2024. The interim operating results are not necessarily indicative of the operating results for the full fiscal year.

Subsequent Events

As previously announced, while the Company continues to generate sufficient capital to satisfy the ongoing cash requirements for its current operations, management has been seeking access to additional funding or other resources, or the right strategic business combination, which would allow the Company to drive long term value for its shareholders while taking advantage of sales growth opportunities that the Company seeks to execute.

In furtherance thereof, as previously announced on October 31, 2024, and subsequent to September 30, 2024, the Company entered into an Asset Purchase Agreement with Feit Electric Company, Inc. (Feit) pursuant to which Feit agreed to acquire certain inventory and non-tangible assets of the Company, constituting substantially all of the assets of the Company. The Closing is subject to the satisfaction or waiver of certain customary closing conditions, including but not limited to, the approval of the transaction by the requisite vote of the stockholders of the Company. For additional information, please refer to the Company’s Current Report on Form 8-K filed by the Company on October 31, 2024.

Line of Credit – Factor

The Company entered into an Agreement with Merchant Financial Group (Merchant) for the purpose of factoring the Company’s trade accounts receivable. Under the Agreement the Company may borrow eighty percent (80%) of eligible accounts receivable. The Agreement, which was extended and expires on January 6, 2026, provides for continuation of the program for successive two-year periods until terminated by one of the parties to the Agreement. In June 2024, additional funding, characterized by Merchant as an over advance, and providing funding of up to $1,600,000 secured by inventory was approved by Merchant and expired during the three-month period ended September 30, 2024. The amount available to borrow from Merchant is approximately $91,000 at September 30, 2024. Advances on factored trade accounts receivable are secured by all assets, 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 10.0% at September 30, 2024). Advances under the Agreement are made at the sole discretion of Merchant, based on their assessment of the receivables and inventory, and our financial condition at the time of each request for an advance. At September 30, 2024 there was $4,216,134 borrowed and outstanding under the terms of the factoring agreement.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with US-GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. During the three-month period ending September 30, 2024, management increased the reserve for excess and obsolete inventory by $300,000 to reflect potential losses arising from the sale of inventory under a proposed asset purchase agreement as discussed earlier.

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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 cost to complete the sale and are recorded in selling, general and administrative expense. Remaining performance obligations represent the transaction price of firm orders for satisfied or partially satisfied performance obligations on contracts with an original expected duration of one year or more. The Company’s contracts are predominantly short-term in nature with a contract term of one year or less. For those contracts, the Company has utilized the practical expedient in ASC Topic 606 exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance obligation is part of a contract that has an original expected duration of one year or less.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for products sold. Purchase orders may contain stand-alone pricing applied to each of the multiple products ordered. 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 Eyston Company Ltd. (Eyston) 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 three and six months ended September 30, 2024, and 2023 are as follows:


	Three months ended				Six months ended
	Sept. 30, 2024		Sept. 30, 2023		Sept. 30, 2024		Sept. 30, 2023
Sales of products acquired from Eyston	$	6,556,544	$	2,931,316	$	10,491,034	$	8,795,179
Sales of GFCI’s and ventilation fans		646,725		786,139		1,310,751		1,621,047
	$	7,203,269	$	3,717,455	$	11,801,785	$	10,416,226

Concentrations

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. The Company acquires all of the smoke alarm and carbon monoxide alarm safety products that it sells from Eyston Company, Ltd. In addition, the Company had two customers in the six-month period ended September 30, 2024, that represented 30.0%, and 13.1% of the Company’s net sales, with the same two customers representing 49.2% and 15.0% of the Company’s net sales for the three-month period ended September 30, 2024. These customers represented 50.9% and 13.2%, respectively, of the total trade accounts receivable at September 30, 2024.

The Company had three customers in the six-month period ended September 30, 2023, that represented 18.1%, 16.9%, and 10.6% of the Company’s net sales, and two customers in the three-month period ended September 30, 2023, that represented 15.6% and 14.9% of the Company’s net sales, respectively.

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Related Party Transactions

During the three and six-month periods ended September 30, 2024, inventory purchases and other company expenses of approximately $386,000 and $946,000 respectively, were charged to credit card accounts of Harvey B. Grossblatt, the Company’s Chief Executive Officer and certain of his immediate family members. During the three and six-month periods ended September 30, 2023, inventory purchases and other company expenses of approximately $376,000 and $701,000 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 six-month period ended September 30, 2024, and 2023 amounted to $285,333 and $167,435, respectively. The amount due to Mr. Grossblatt at September 30, 2024 amounted to approximately $7,000.

Receivables

Receivables are recorded when the Company has an unconditional right to consideration. We have established a provision for credit losses based upon historical experience and the consideration of current and future economic conditions.

Income Taxes

We calculate our interim tax provision in accordance with the guidance for accounting for income taxes in interim periods. We estimate the annual effective tax rate and apply that tax rate to our ordinary quarterly pre-tax income. The tax expense or benefit related to discrete events during the interim period is recognized in the interim period in which those events occurred.

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 condensed 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.

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, the components of the deferred tax asset, and the current global economic conditions including unresolved supply chain issues related to the acquisition of electronic microchips, 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 prior 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 condensed 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.

Accounts Receivable and Amount Due From Factor

The Company assigns the majority of its short-term receivables arising in the ordinary course of business to our factor. At the time a receivable is assigned to our factor the credit risk associated with the credit worthiness of the debtor is assumed by the factor. The Company continues to bear any credit risk associated with sales to customers that are denied credit by the factor, dispute delivery, and/or have 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. A provision for credit losses is provided based on that assessment. Changes in the provision 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 provision for credit losses in the period that the receivables’ status is determined to be uncollectible.

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Based on the nature of the factoring agreement and prior experience, no provision for credit losses related to Amounts Due from Factor has been provided. At September 30, 2024 and March 31, 2024 a provision for credit losses of approximately $325,000 has been provided for uncollectible trade accounts receivable.

Earnings (loss) per Common Share

Basic earnings (loss) per common share is computed based on the weighted average number of common shares outstanding during the periods presented. Diluted earnings (loss) per common share is computed based on the weighted average number of common shares outstanding plus the effect of stock options and other potentially dilutive common stock equivalents. The dilutive effect of stock options and other potentially dilutive common stock equivalents is determined using the treasury stock method based on the Company’s average stock price. There were no potentially dilutive common stock equivalents outstanding during the three and six months ended September 30, 2024, or 2023. As a result, basic and diluted weighted average common shares outstanding are identical for the three and six months ended September 30, 2024, and 2023.

Contingencies

From time to time, the Company is involved in various claims and routine litigation matters. In the opinion of management, after consultation with legal counsel, the outcomes of such matters are not anticipated to have a material adverse effect on the Company’s condensed consolidated financial position, results of operations, or cash flows in future years.

Leases

The Company is a lessee in lease agreements for office space. Certain of the Company’s leases contain provisions that provide for one or more options to terminate or extend the lease at the Company’s sole discretion. The Company’s leases are comprised of fixed lease payments, with its real estate leases including lease payments subject to a rate or index which may be variable. Certain real estate leases also include executory costs such as common area maintenance (non-lease component). As a practical expedient permitted under ASC 842, the Company has elected to account for the lease and non-lease components as a single lease component. The Company utilizes certain practical expedients for short-term leases, including the election not to reassess its prior conclusions about lease identification, lease classification and initial direct costs, as well as the election not to separate lease and non-lease components for arrangements where the Company is a lessee. Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable lease amounts based on a rate or index (fixed in substance) as stipulated in the lease contract.

Effective March 2022, we extended our operating lease for a 15,000 square foot office and warehouse located in Baltimore County, Maryland to expire in April 2025 subject to a right to terminate the lease if the Company enters into a binding agreement to sell the assets of the Company. No option to continue the lease beyond April 2025 has been provided in the lease extension. Monthly rental expense, with common area maintenance, currently approximates $15,000 and increases 3.0% per year.

None of the Company’s lease agreements contain any residual value guarantees or material restrictive covenants. As a result of the Company’s election of the package of practical expedients permitted within ASC 842, which among other things, allows for the carryforward of historical lease classification, all of the Company’s lease agreements in existence at the date of adoption that were classified as operating leases under ASC 840 have been classified as operating leases under ASC 842. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

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Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term. When the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s borrowing rates at the lease commencement date in determining the present value of lease payments. The right-of use asset also includes any lease payments made at or before lease commencement less any lease incentives. As of September 30, 2024, the Company had right-of-use assets of $77,881 and lease liabilities of $93,065 related to its operating leases. Right-of-use assets are included in property and equipment, net, on the consolidated balance sheet and lease liabilities related to the Company’s operating leases are included in short-term and long-term lease liability on the consolidated balance sheet. As of September 30, 2024, the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases is seven months and 5.5%, respectively. During the six-month period ended September 30, 2024, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was $80,284, which is included as an operating cash outflow within the condensed consolidated statements of cash flows. During the six-month period ended September 30, 2024, the operating lease costs related to the Company’s operating leases was $81,038 which is included in operating costs and expenses in the consolidated statements of operations. During the six-month period ended September 30, 2023, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was $77,945, which is included as an operating cash outflow within the condensed consolidated statements of cash flows. During the six-month period ended September 30, 2023, the operating lease costs related to the Company’s operating leases was $75,268 which is included in operating costs and expenses in the consolidated statements of operations.

The future minimum payments under operating leases are as follows for the fiscal periods ended March 31:


2025	$	80,284
2026		13,381
Total operating lease payments	$	93,665
Less: amounts representing interest		(600)
Present value of net operating lease payments	$	93,065
Less: current portion		93,065
Long-term portion of operating lease obligations	$	—

Recently Adopted Accounting Standards

Changes to US-GAAP are established by the Financial Accounting Standards Board (FASB) in the form of Accounting Standards Updates (ASU’s) to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASU’s. Management is considering the adoption of ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Reporting and ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. Management currently believes that adoption of the guidance of the ASU’s will not have a material impact on the consolidated financial statements on the date of adoption or for the fiscal year ending March 31, 2025.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used throughout this Report, “we,” “our,” “the Company” “USI” and similar words refers to Universal Security Instruments, Inc.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements reflecting our current expectations with respect to our operations, performance, financial condition, and other developments. These forward-looking statements may generally be identified by the use of the words “may”, “will”, “believes”, “should”, “expects”, “anticipates”, “estimates”, and similar expressions. These statements are necessarily estimates reflecting management’s best judgment based upon current information and involve a number of risks and uncertainties. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made, and readers are advised that various factors could affect our financial performance and could cause our actual results for future periods to differ materially from those anticipated or projected. While it is impossible to identify all such factors, such factors include, but are not limited to, those risks identified in our periodic reports filed with the Securities and Exchange Commission.

OVERVIEW

We are in the business of marketing and distributing safety and security products. Our financial statements detail our sales and other operational results for the three and six-month periods ended September 30, 2024, and 2023.

The Company has developed products based on new smoke and gas detection technologies, with what the Company believes are improved sensing technology and product features. Most of our new technologies and features have been trademarked under the trade name IoPhic.

Changes in international trade duties and other aspects of international trade policy, both in the U.S. and abroad, could materially impact the cost of our products. All of our products are imported from the Peoples Republic of China (PRC). To date, only certain of our products such as Carbon Monoxide and Photoelectric alarms, and certain wiring devices, have been subjected to tariffs of 25%. We are monitoring these developments and will determine our strategies as additional information becomes available. Any increase in tariffs that is not offset by an increase in our sales prices could have an adverse effect on our business, financial position, results of operations or cash flows.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2024 and 2023

Sales. Net sales for the three months ended September 30, 2024, were $7,203,269 compared to $3,717,455 for the comparable three months in the prior year, an increase of $3,485,814 (93.8%). Sales increased principally due to the timing of orders from a large retail customer.

Gross Profit Margin. Gross profit margin is calculated as net sales less cost of goods sold expressed as a percentage of net sales. Our gross profit margin was 27.7% and 35.2% of sales for the quarters ended September 30, 2024, and 2023, respectively. Gross margins for the three-month period ended September 30, 2024, decreased principally due to an increase in the allowance for excess and obsolete inventory recorded during the period ended September 30, 2024. In addition, gross margins in the current quarter decreased due to continued increases in the cost of certain electronic components and variations in the mix of products sold. Gross margins were negatively impacted in the period ended September 30, 2023, principally due to increases in the cost of certain electronic components.

Expenses. Selling, general and administrative expenses were $1,209,352 for the three months ended September 30, 2024, compared to $1,334,351 for the comparable three months in the prior year. As a percentage of net sales, these expenses decreased to 16.8% for the three-month period ended September 30, 2024, from 35.9% for the 2023 period. These expenses decreased as a percentage of net sales principally since selling, general, and administrative expenses do not increase or decrease in direct proportion to changes in sales. These expenses decreased as a dollar amount principally due to the timing of expenditures related to efforts in the current quarter and the comparable quarter of the prior year to pursue strategic alternatives and merger activities.

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Engineering and product development expenses were $110,371 for the three-month period ended September 30, 2024, and $131,415 for the comparable quarter of the prior year, a $21,044 (16.0%) decrease. These expenses decreased primarily due to a reduction in product development costs.

Interest Expense. Our interest expense was $89,642 for the quarter ended September 30, 2024, compared to interest expense of $33,509 for the quarter ended September 30, 2023. Interest expense is dependent upon the total amounts borrowed from the Factor and changes in interest rates during the period as compared to the corresponding period of the prior year.

Net Income (Loss). We reported net income of $576,978 for the quarter ended September 30, 2024, compared to a net loss of $186,425 for the corresponding quarter of the prior fiscal year, a $763,403 (409.5%) increase in net income. Net income increased principally due to the timing of orders to a large retailer as discussed above.

Six Months Ended September 30, 2024 and 2023

Sales. Net sales for the six months ended September 30, 2024, were $11,801,785 compared to $10,416,226 for the comparable six months in the prior period, an increase of $1,385,559 (13.3%). Sales increased principally due to the timing of orders to a large retailer, and due to improvements in deliveries of products, due to the easing of supply chain disruptions in shipping and handling of containers at California ports of entry. While delays in manufacturing and shipping have improved somewhat over the past fiscal year, we continue to experience delays in receiving inventory for sale.

Gross Profit Margin. The gross profit margin is calculated as net sales less cost of goods sold expressed as a percentage of net sales. The Company’s gross profit margin was 26.1% for the period ended September 30, 2024, and 29.0% for the period ended September 30, 2023. Gross margins for the six-month period ended September 30, 2024, decreased principally due to an increase in the allowance for excess and obsolete inventory recorded during the period ended September 30, 2024. Gross margins are also impacted by variations in the mix of products sold and due to continued increases in the cost of certain electronic components.

Expenses. Selling, general and administrative expenses were $2,606,773 for the six months ended September 30, 2024, compared to $2,757,290 for the comparable six months in the prior year. As a percentage of sales, these expenses were 22.1% for the six-month period ended September 30, 2024, and 26.5% for the comparable 2023 period. These expenses decreased as a percentage of net sales principally since selling, general, and administrative expenses do not increase or decrease in direct proportion to changes in sales. These expenses decreased as a dollar amount principally due to the timing of expenditures related to efforts in the current six-month period and the comparable period of the prior year to pursue strategic alternatives and merger activities.

Engineering and product development expenses were comparable at $197,972 for the six months ended September 30, 2024, to $196,378 for the comparable period of the prior year.

Interest Expense. Our interest expense was $134,530 for the six months ended September 30, 2024, compared to interest expense of $84,005 for the six months ended September 30, 2023. Interest expense is dependent upon the total amounts borrowed from the Factor and changes in interest rates during the period as compared to the corresponding period of the prior year.

Net Income (Loss). We reported net income of $134,772 for the six months ended September 30, 2024, compared to a net loss of $21,295 for the corresponding period of the prior fiscal year, an increase in net income of $156,067 (732.9%).

Operating activities used cash of $3,278,163 for the six months ended September 30, 2024. This was primarily due to an increase in accounts receivable and amount due from factor of $3,150,214, and an increase in inventories and prepaid expenses of $1,154,669, and partially offset by an increase in accounts payable and accrued expenses of $888,890 and net income of $134,772. Operating activities provided cash of $650,519 for the six months ended September 30, 2023. This was primarily due to a decrease in accounts receivable and amount due from factor of $534,490, and an increase in accounts payable and accrued expenses and of $1,239,275, and partially offset by an increase in inventories, prepaid expenses of $1,105,053 and a net loss of $21,295.

There were no investing activities for the six months ended September 30, 2024, or 2023.

Financing activities provided cash of $3,447,281 during the six months ended September 30, 2024, which is comprised of borrowings net of repayments to the factor. Financing activities used cash of $547,203 during the six months ended September 30, 2023, which is comprised of repayments net of borrowings from the factor.

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Liquidity and Capital Resources

The Company believes its balances of cash, funds available to borrow under the terms of its factoring agreement, and cash generated by ongoing operations will be sufficient to satisfy its cash requirements over the next twelve months and beyond. The Company’s contractual cash requirements have not changed materially since it filed its Form 10-K for the period ended March 31, 2024.

CRITICAL ACCOUNTING POLICIES

In the notes to the consolidated financial statements, and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K, we have disclosed those accounting policies that we consider to be significant in determining our results of Operations and financial condition. There have been no material changes to those policies that we consider to be significant since the filing of our Form 10-K. The accounting principles used in preparing our unaudited condensed consolidated financial statements conform in all material respects to accounting principles generally accepted in the United States of America.

ITEM 4.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.

A material weakness arose during the fiscal years ended March 31, 2024, and 2023, in the management review controls over classification of and disclosure of amounts within the financial statements. The Company plans to remediate the material weakness by clarification of the classification of amounts and inclusion of the required disclosures.

A material weakness arose during the fiscal years ended March 31, 2024, and 2023, in the management review controls over the classification of and accounting for income taxes. The Company plans to remediate the material weakness by clarification of the classification of amounts and inclusion of the required disclosures.

A material weakness arose during the fiscal year ended March 31, 2024, in management’s review and control over documentation supporting entries posted to the Company’s general ledger. The Company plans to remediate the material weakness by implementing procedures to improve documentation used to support entries to the Company’s general ledger.

Changes in Internal Control over Financial Reporting

There have been no other 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 September 30, 2024.

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

From time to time, the Company is involved in various lawsuits and legal matters. It is the opinion of management, based on the advice of legal counsel, that these matters will not have a material adverse effect on the Company’s financial statements.

ITEM 5.

OTHER INFORMATION

ITEM 6.

EXHIBITS


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		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)
10.3		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)
10.4		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)

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10.5		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), by addendum dated July 12, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 16, 2019, file No. 1-31747), by addendum dated July 27, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 27, 2020, file No. 1-31747). by addendum dated July 18, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2021, file No. 1-31747), by addendum dated July 22, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 28, 2022, file No. 1-31747), by addendum dated June 12, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 12, 2023, file No. 1-31747), and by addendum dated July 10, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 11, 2024, file No. 1-31747).
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 November 19, 2024*
101		Interactive data files providing financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 in XBRL (eXtensible Business Reporting Language) pursuant to Rule 405 of Regulation S-T: (i) Condensed Consolidated Balance Sheets as of September 30, 2024 and March 31, 2024, (ii) Condensed Consolidated Statements of Operations for the three and six months ended September 30, 2024 and 2023, (iii) Condensed Consolidated Statements of Cash Flows for the six months ended September 30, 2024 and 2023, (v) Condensed Consolidated Statements of Shareholders’ Equity for the six months ended September 30, 2024 and 2023, and (vi) Notes to Condensed Consolidated Financial Statements*

*	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	UNIVERSAL SECURITY INSTRUMENTS, INC.
	(Registrant)

Date: November 19, 2024	By:	/s/ Harvey B. Grossblatt
		Harvey B. Grossblatt
		President, Chief Executive Officer

	By:	/s/ James B. Huff
		James B. Huff
		Vice President, Chief Financial Officer

Exhibit 31.1

CERTIFICATION

I, Harvey B. Grossblatt, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Universal Security Instruments, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent function):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

November 19, 2024	/s/ Harvey B. Grossblatt
	Harvey B. Grossblatt
	Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, James B. Huff, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Universal Security Instruments, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

November 19, 2024	/s/ James B. Huff
	James B. Huff
	Chief Financial Officer

Exhibit 32.1

SECTION 1350 CERTIFICATIONS

In connection with the Quarterly Report of Universal Security Instruments, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2024, as filed with the Securities and Exchange Commission and to which this Certification is an exhibit (the “Report”), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company for the periods reflected therein.

November 19, 2024	/s/ Harvey B. Grossblatt
	Harvey B. Grossblatt
	Chief Executive Officer

	/s/ James B. Huff
	James B. Huff
	Chief Financial Officer

Exhibit 99.1

For Immediate Release

Contact: Harvey Grossblatt, CEO

Universal Security Instruments, Inc.

(410) 363-3000, Ext. 224

Zachary Mizener

Lambert & Co.

(315) 529-2348

Universal Security Instruments Reports Second-Quarter Results

OWINGS MILLS, Md. November 19, 2024 - Universal Security Instruments, Inc. (NYSE AMEX: UUU) today announced results for its fiscal second quarter and six months ended September 30, 2024.

For the three months ended September 30, 2024, sales increased 93.8% to $7,203,269 compared to sales of $3,717,455 for the same period last year. The Company reported net income of $576,978, or $0.25 per basic and diluted share, compared to a net loss of $186,425 or $0.08 per basic and diluted share for the same period last year.

For the six months ended September 30, 2024, sales increased 13.3% to $11,801,785 versus $10,416,266 for the same period last year. The Company reported net income of $134,772, or $0.06 per basic and diluted share, compared to a net loss of $21,295 or $0.01, per basic and diluted share for the corresponding 2022 period. Included in the results for the quarter ended September 30, 2024, were sales to a national retail chain which accounted for approximately $3,541,000 of the increased sales. The Company does not anticipate that this level of sales and net income will continue in succeeding quarters.

“As previously reported, on October 29, 2024, the Company entered into an Asset Purchase Agreement by and among the Company and its a wholly owned subsidiary and Feit Electric Company, Inc., a California corporation. The Company expects to continue business as usual pending shareholder approval and the closing of the Asset Purchase Agreement which is expected to be in the first quarter of calendar 2025” said Harvey Grossblatt, CEO.

UNIVERSAL SECURITY INSTRUMENTS, INC. is a U.S.-based manufacturer and distributor of safety and security devices. Founded in 1969, the Company has an over 55-year heritage of developing innovative and easy-to-install products, including smoke, fire and carbon monoxide alarms. For more information on Universal Security Instruments, visit our website at www.universalsecurity.com.

------------------------------------------------------------

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: Certain matters discussed in this news release may constitute forward-looking statements within the meaning of the federal securities laws that inherently include certain risks and uncertainties. Actual results could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, among other items, currency fluctuations, the impact of current and future laws and governmental regulations affecting us and other factors which may be identified from time to time in our Securities and Exchange Commission filings and other public announcements. We do not undertake and specifically disclaim any obligation to update any forward-looking statements to reflect occurrence of anticipated or unanticipated events or circumstances after the date of such statements. We will revise our outlook from time to time and frequently will not disclose such revisions publicly.

-- more --

Universal/Page 2

UNIVERSAL SECURITY INSTRUMENTS, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(UNAUDITED)


		Three Months Ended September 30,
		2024	2023
Sales	$	7,203,269	$	3,717,455
Net income (loss)		576,978		(186,425)
Earnings (Loss) per share:
Basic and diluted	$	0.25	$	(0.08)

Weighted average number of common shares outstanding:
Basic and diluted		2,312,887		2,312,887


		Six Months Ended September 30,
		2024	2023
Sales	$	11,801,785	$	10,416,226
Net income (loss)		134,772		(21,295)
Earnings (Loss) per share:
Basic and diluted	$	0.06	$	(0.01)

Weighted average number of common shares outstanding:
Basic and diluted		2,312,887		2,312,887

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


ASSETS
	Sept. 30, 2024		Sept. 30, 2023
Cash	$	234,199	$	254,818

Accounts receivable and amount due from factor		6,460,368		3,130,458
Inventory		5,980,798		4,968,433
Prepaid expense		152,429		365,630

TOTAL CURRENT ASSETS		12,827,794		8,719,339

PROPERTY, EQUIPMENT AND INTANGIBLE ASSETS–NET		108,892		276,043
OTHER ASSETS		—		—
TOTAL ASSETS	$	12,936,686	$	8,995,382

LIABILITIES AND SHAREHOLDERS’ EQUITY

Line of credit – factor.	$	4,216,134	$	912,147
Short-term portion of operating lease liability		93,065		154,969
Accounts payable		3,064,147		1,990,116
Accrued liabilities		465,541		507,563
TOTAL CURRENT LIABILITIES		7,838,887		3,564,795

LONG TERM PORTION OF OPERATING LEASE LIABILITY		—		93,065
TOTAL LONG-TERM LIABILITIES		—		93,065

SHAREHOLDERS’ EQUITY:
Common stock, $.01 par value per share; authorized 20,000,000 shares; issued and outstanding 2,312,887 at September 30, 2024 and 2023		23,129		23,129
Additional paid-in capital		12,885,841		12,885,841
Accumulated Deficit		(7,811,171)		(7,571,448)

TOTAL SHAREHOLDERS’ EQUITY		5,097,799		5,337,522
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	12,936,686	$	8,995,382

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Nov. 19, 2024
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Current Fiscal Year End Date	--03-31
Document Transition Report	false
Entity File Number	001-31747
Entity Registrant Name	UNIVERSAL SECURITY INSTRUMENTS INC
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	52-0898545
Entity Address, Address Line One	11407 Cronhill Drive
Entity Address, Address Line Two	Suite A
Entity Address, City or Town	Owings Mills
Entity Address, Country	MD
Entity Address, Postal Zip Code	21117
City Area Code	410
Local Phone Number	363-3000
Title of 12(b) Security	Common Stock
Trading Symbol	UUU
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		2,312,887
Entity Central Index Key	0000102109
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Mar. 31, 2024
CURRENT ASSETS
Cash	$ 234,199	$ 65,081
Accounts receivable:
Trade, less provision for credit losses of $325,000	279,665	1,101,991
Other receivables	5,050	5,500
Total accounts receivable	284,715	1,107,491
Amount due from factor	6,175,653	2,202,663
Inventories - finished goods net of allowance for excess and obsolete inventories of $400,000 at September 30, 2024 and $100,000 at March 31, 2024	5,980,798	4,751,826
Prepaid expenses	152,429	226,732
TOTAL CURRENT ASSETS	12,827,794	8,353,793
INTANGIBLE ASSETS - NET	29,065	31,301
PROPERTY AND EQUIPMENT - NET	79,827	159,656
TOTAL ASSETS	12,936,686	8,544,750
CURRENT LIABILITIES
Line of credit - factor	4,216,134	768,853
Short-term portion of operating lease liability	93,065	158,742
Accounts payable - trade	766,576	870,323
Accounts payable - Eyston Company, Ltd.	2,297,571	1,501,169
Accrued liabilities:
Accrued payroll and employee benefits	111,866	154,878
Accrued commissions and other	353,675	114,428
TOTAL CURRENT LIABILITIES	7,838,887	3,568,393
LONG-TERM PORTION OF OPERATING LEASE LIABILITY		13,330
TOTAL LONG-TERM LIABILITIES		13,330
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock, $.01 par value per share; authorized 20,000,000 shares; 2,312,887 shares issued and outstanding at September 30, 2024 and March 31, 2024	23,129	23,129
Additional paid-in capital	12,885,841	12,885,841
Accumulated Deficit	(7,811,171)	(7,945,943)
TOTAL SHAREHOLDERS' EQUITY	5,097,799	4,963,027
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 12,936,686	$ 8,544,750

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2024	Mar. 31, 2024
CONDENSED CONSOLIDATED BALANCE SHEETS
Provision for credit losses	$ 325,000	$ 325,000
Allowance for excess and obsolete inventories	$ 400,000	$ 100,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	2,312,887	2,312,887
Common stock, shares outstanding	2,312,887	2,312,887

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Net sales	$ 7,203,269	$ 3,717,455	$ 11,801,785	$ 10,416,226
Cost of goods sold	5,205,326	2,409,277	8,716,138	7,399,848
GROSS PROFIT	1,997,943	1,308,178	3,085,647	3,016,378
Selling, general and administrative expense	1,209,352	1,334,351	2,606,773	2,757,290
Engineering and product development expense	110,371	131,415	197,972	196,378
Operating income (loss)	678,220	(157,588)	280,902	62,710
Other expense:
Interest expense	(89,642)	(33,509)	(134,530)	(84,005)
Net income (loss) before taxes	588,578	(191,097)	146,372	(21,295)
Provision for income tax (expense) benefit	(11,600)	4,672	(11,600)
NET INCOME (LOSS)	$ 576,978	$ (186,425)	$ 134,772	$ (21,295)
Earnings (Loss) per share:
Basic	$ 0.25	$ (0.08)	$ 0.06	$ (0.01)
Diluted	$ 0.25	$ (0.08)	$ 0.06	$ (0.01)
Shares used in computing (loss) earnings per share:
Weighted average basic shares outstanding	2,312,887	2,312,887	2,312,887	2,312,887
Weighted average diluted shares outstanding	2,312,887	2,312,887	2,312,887	2,312,887

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Mar. 31, 2023	$ 23,129	$ 12,885,841	$ (7,550,153)	$ 5,358,817
Balance (in shares) at Mar. 31, 2023	2,312,887
Net Income (loss)			165,130	165,130
Balance at Jun. 30, 2023	$ 23,129	12,885,841	(7,385,023)	5,523,947
Balance (in shares) at Jun. 30, 2023	2,312,887
Balance at Mar. 31, 2023	$ 23,129	12,885,841	(7,550,153)	5,358,817
Balance (in shares) at Mar. 31, 2023	2,312,887
Net Income (loss)				(21,295)
Balance at Sep. 30, 2023	$ 23,129	12,885,841	(7,571,448)	5,337,522
Balance (in shares) at Sep. 30, 2023	2,312,887
Balance at Jun. 30, 2023	$ 23,129	12,885,841	(7,385,023)	5,523,947
Balance (in shares) at Jun. 30, 2023	2,312,887
Net Income (loss)			(186,425)	(186,425)
Balance at Sep. 30, 2023	$ 23,129	12,885,841	(7,571,448)	5,337,522
Balance (in shares) at Sep. 30, 2023	2,312,887
Balance at Mar. 31, 2024	$ 23,129	12,885,841	(7,945,943)	4,963,027
Balance (in shares) at Mar. 31, 2024	2,312,887
Net Income (loss)			(442,206)	(442,206)
Balance at Jun. 30, 2024	$ 23,129	12,885,841	(8,388,149)	4,520,821
Balance (in shares) at Jun. 30, 2024	2,312,887
Balance at Mar. 31, 2024	$ 23,129	12,885,841	(7,945,943)	4,963,027
Balance (in shares) at Mar. 31, 2024	2,312,887
Net Income (loss)				134,772
Balance at Sep. 30, 2024	$ 23,129	12,885,841	(7,811,171)	5,097,799
Balance (in shares) at Sep. 30, 2024	2,312,887
Balance at Jun. 30, 2024	$ 23,129	12,885,841	(8,388,149)	4,520,821
Balance (in shares) at Jun. 30, 2024	2,312,887
Net Income (loss)			576,978	576,978
Balance at Sep. 30, 2024	$ 23,129	$ 12,885,841	$ (7,811,171)	$ 5,097,799
Balance (in shares) at Sep. 30, 2024	2,312,887

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
OPERATING ACTIVITIES:
Net Income (Loss)	$ 134,772	$ (21,295)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	3,058	3,102
Allowance for excess and obsolete inventory	300,000
Changes in operating assets and liabilities:
(Increase) Decrease in accounts receivable and amount due from factor	(3,150,214)	534,490
Increase in inventories, prepaid expenses	(1,454,669)	(1,105,053)
Increase in accounts payable and accrued expenses	888,890	1,239,275
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES	(3,278,163)	650,519
FINANCING ACTIVITIES:
Net borrowing (repayment) - line of credit - factor	3,447,281	(547,203)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	3,447,281	(547,203)
NET INCREASE IN CASH	169,118	103,316
Cash at beginning of period	65,081	151,502
CASH AT END OF PERIOD	234,199	254,818
SUPPLEMENTAL INFORMATION:
Interest paid	$ 134,530	$ 84,005

Statement of Management

6 Months Ended

Sep. 30, 2023

Statement of Management

Statement of Management

Subsequent Events

Line of Credit - Factor

6 Months Ended

Sep. 30, 2024

Line of Credit - Factor

Line of Credit - Factor

Line of Credit – Factor

Use of Estimates

6 Months Ended

Sep. 30, 2024

Use of Estimates

Use of Estimates

Revenue Recognition

6 Months Ended

Sep. 30, 2024

Revenue Recognition

Revenue Recognition

Disaggregation of Revenue


	Three months ended				Six months ended
	Sept. 30, 2024		Sept. 30, 2023		Sept. 30, 2024		Sept. 30, 2023
Sales of products acquired from Eyston	$	6,556,544	$	2,931,316	$	10,491,034	$	8,795,179
Sales of GFCI’s and ventilation fans		646,725		786,139		1,310,751		1,621,047
	$	7,203,269	$	3,717,455	$	11,801,785	$	10,416,226

Concentrations

6 Months Ended

Sep. 30, 2024

Concentrations

Concentrations

Related Party Transactions

Receivables

Income Taxes

6 Months Ended

Sep. 30, 2024

Income Taxes

Income Taxes

Accounts Receivable and Amount Due From Factor

6 Months Ended

Sep. 30, 2024

Accounts Receivable and Amount Due From Factor

Accounts Receivable and Amount Due From Factor

Earnings (loss) per Common Share

6 Months Ended

Sep. 30, 2024

Earnings (loss) per Common Share

Earnings (loss) per Common Share

Contingencies

6 Months Ended

Sep. 30, 2024

Contingencies

Contingencies

Leases

6 Months Ended

Sep. 30, 2024

Leases

Leases

The future minimum payments under operating leases are as follows for the fiscal periods ended March 31:


2025	$	80,284
2026		13,381
Total operating lease payments	$	93,665
Less: amounts representing interest		(600)
Present value of net operating lease payments	$	93,065
Less: current portion		93,065
Long-term portion of operating lease obligations	$	—

Recently Adopted Accounting Standards

6 Months Ended

Sep. 30, 2024

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

Revenue Recognition (Tables)

6 Months Ended

Sep. 30, 2024

Revenue Recognition

Schedule of revenue recognized by categories


	Three months ended				Six months ended
	Sept. 30, 2024		Sept. 30, 2023		Sept. 30, 2024		Sept. 30, 2023
Sales of products acquired from Eyston	$	6,556,544	$	2,931,316	$	10,491,034	$	8,795,179
Sales of GFCI’s and ventilation fans		646,725		786,139		1,310,751		1,621,047
	$	7,203,269	$	3,717,455	$	11,801,785	$	10,416,226

Leases (Tables)

6 Months Ended

Sep. 30, 2024

Leases

Schedule of future minimum payments under operating leases

The future minimum payments under operating leases are as follows for the fiscal periods ended March 31:


2025	$	80,284
2026		13,381
Total operating lease payments	$	93,665
Less: amounts representing interest		(600)
Present value of net operating lease payments	$	93,065
Less: current portion		93,065
Long-term portion of operating lease obligations	$	—

Line of Credit - Factor (Details) - USD ($)	6 Months Ended	12 Months Ended
Line of Credit - Factor (Details) - USD ($)	Sep. 30, 2024	Mar. 31, 2015	Mar. 31, 2024
Line of Credit - Factor
Percentage of maximum borrowing capacity of eligible accounts receivables under the line of credit		80.00%
Additional funding amount	$ 1,600,000
Variable rate on the debt instrument (as a percent)	2.00%
Effective interest rate (as a percent)	10.00%
Line of credit - factor	$ 4,216,134		$ 768,853
Accounts receivables factoring agreement term	2 years
Line of credit facility of remaining borrowing capacity	$ 91,000
Merchant Factors Corporation
Line of Credit - Factor
Line of credit - factor	$ 4,216,134

Use of Estimates (Details) - USD ($)	3 Months Ended	6 Months Ended
Use of Estimates (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2024
Use of Estimates
Allowance for excess and obsolete inventory	$ 300,000	$ 300,000

Revenue Recognition (Details) - USD ($)	3 Months Ended		6 Months Ended
Revenue Recognition (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue Recognition
Revenue recognition	$ 7,203,269	$ 3,717,455	$ 11,801,785	$ 10,416,226
Sales of products acquired from Eyston
Revenue Recognition
Revenue recognition	6,556,544	2,931,316	10,491,034	8,795,179
Sales of GFCI's and ventilation fans
Revenue Recognition
Revenue recognition	$ 646,725	$ 786,139	$ 1,310,751	$ 1,621,047

Concentrations (Details) - USD ($)	3 Months Ended		6 Months Ended
Concentrations (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Concentrations
Purchase of inventory and other company	$ 386,000	$ 376,000	$ 946,000	$ 701,000
Due to related parties	$ 7,000		7,000
Maximum amount outstanding			$ 285,333	$ 167,435
One Customer \| Net Sales \| Customer Concentration Risk
Concentrations
Concentration risk, percentage	49.20%	15.60%	30.00%	18.10%
One Customer \| Accounts Receivable \| Trade Accounts Receivable \| Customer Concentration Risk
Concentrations
Concentration risk, percentage			50.90%
Two Customer \| Net Sales \| Customer Concentration Risk
Concentrations
Concentration risk, percentage	15.00%	14.90%	13.10%	16.90%
Two Customer \| Accounts Receivable \| Trade Accounts Receivable \| Customer Concentration Risk
Concentrations
Concentration risk, percentage			13.20%
Three Customer \| Net Sales \| Customer Concentration Risk
Concentrations
Concentration risk, percentage				10.60%

Accounts Receivable and Amount Due From Factor (Details) - USD ($)	6 Months Ended
	Sep. 30, 2024	Mar. 31, 2024
Accounts Receivable and Amount Due From Factor
Provision for credit losses related to amounts due from factor	$ 0
Provision for credit losses	$ 325,000	$ 325,000

Earnings per Common Share (Details) - shares	3 Months Ended		6 Months Ended
Earnings per Common Share (Details) - shares	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings (loss) per Common Share
Number of potentially dilutive common stock equivalents outstanding	0	0	0	0

Leases - Additional Information (Details)	6 Months Ended
Leases - Additional Information (Details)	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)
Leases
Monthly rental expense	$ 15,000
Operating lease rent increment percentage	3.00%
Right-of-use asset in exchange for operating lease liability		$ 77,945
Right-of-use lease assets	$ 77,881
Right-of-use lease assets	Property, Plant and Equipment, Net
Lease liabilities	$ 93,065		$ 93,065
Weighted-average remaining lease term	7 months
Weighted-average discount rate	5.50%
Cash paid for amounts included in measurement of lease liabilities	$ 80,284
Operating lease costs	$ 81,038	$ 75,268
Office In Baltimore
Leases
Land subject to ground leases \| ft²	15,000

Leases (Details) - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Future minimum payments under operating leases
2025		$ 80,284
2026		13,381
Total operating lease payments		93,665
Less: amounts representing interest		(600)
Present value of net operating lease payments	$ 93,065	93,065
Less: current portion		$ 93,065

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UUU Universal Security Instruments Inc