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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 | |
---|---|---|---|---|---|---|---|---|
0.10 | 4.22% | 2.47 | 2.47 | 2.38 | 2.41 | 147,354 | 21:48:49 |
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| | | | C-1 | | | |
| | | | D-1 | | |
| The Company | | | Proxy Solicitor | |
|
Universal Security Instruments, Inc.
11407 Cronhill Drive, Suite A Owings Mills, Maryland 21117 (410) 363-3000, ext. @universalsecurity.com |
| |
( ) @ .com |
|
| The Company | | | Proxy Solicitor | |
|
Universal Security Instruments, Inc.
11407 Cronhill Drive, Suite A Owings Mills, Maryland 21117
(410)
363-3000, ext.
@universalsecurity.com
|
| |
( ) @ .com |
|
Selected Companies
|
| |
LTM Revenue Multiple
|
|
Resideo Technologies, Inc.
|
| |
0.87x
|
|
Universal Electronics Inc.
|
| |
0.37x
|
|
Orion Energy Systems, Inc.
|
| |
0.41x
|
|
FGI Industries Ltd.
|
| |
0.25x
|
|
|
Announcement Date
|
| |
Acquiror
|
| |
Target
|
| |
LTM Revenue
Multiple |
|
| June 2023 | | |
Intelligent Safety Electronics
Pte. LTD |
| |
FireAngel Safety Technology
Group plc |
| | 0.51x | |
| May 2023 | | | Global Industrial Company | | | Indoff Incorporated | | | 0.38x | |
| February 2022 | | | Resideo, Inc. | | | First Alert, Inc. | | | 1.55x | |
| March 2022 | | | Goodman Distribution, Inc. | | | CCOM Group, Inc. | | | 0.29x | |
| May 2021 | | | Watsco, Inc. | | |
Acme Refrigeration of Baton
Rouge, Inc. |
| | 0.37x | |
|
Announcement Date
|
| |
Acquiror
|
| |
Target
|
| |
LTM Revenue
Multiple |
|
| March 2021 | | |
Watsco, Inc. Carrier Global Corp.
|
| |
Temperature Equipment Corporation
|
| | 0.37x | |
| December 2019 | | | Watsco, Inc. | | | N&S Supply of Fishkill, Inc. | | | 0.09x | |
(US$ in thousands)
Fiscal Year Ending March 31 |
| |
2025E
|
| |
2026E
|
| |
2027E
|
| |
2028E
|
| |
2029E
|
| |||||||||||||||
Revenue
|
| | | $ | 21,000 | | | | | $ | 22,000 | | | | | $ | 23,000 | | | | | $ | 24,000 | | | | | $ | 25,000 | | |
Net Income
|
| | | $ | (115) | | | | | $ | (8) | | | | | $ | 89 | | | | | $ | 180 | | | | | $ | 265 | | |
EBITDA
|
| | | $ | 45 | | | | | $ | 157 | | | | | $ | 264 | | | | | $ | 365 | | | | | $ | 460 | | |
Unlevered Free Cash Flow(*)
|
| | | $ | 26.4 | | | | | $ | (259.5) | | | | | $ | 41.6 | | | | | $ | 121.3 | | | | | $ | 196.4 | | |
Estimated Liquidating Distribution to Shareholders
|
| ||||||||||||
| | |
Low
|
| |
High
|
| ||||||
Cash and cash equivalents as of January 31, 2025
|
| | | | 200,000 | | | | | | 200,000 | | |
Gross proceeds from Feit Electric
|
| | | | 6,000,000 | | | | | | 6,000,000 | | |
Inventory Adjustment
|
| | | | 0 | | | | | | 0 | | |
Collection of outstanding accounts receivable
|
| | | | 3,700,000 | | | | | | 3,700,000 | | |
Reserve for Bad Debts
|
| | | | (400,000) | | | | | | (400,000) | | |
Proceeds from sales of inventory not purchased by Feit Electric
|
| | | | 1,600,000 | | | | | | 1,800,000 | | |
Total
|
| | | | 11,100,000 | | | | | | 11,300,000 | | |
Accounts Payable
|
| | | | (800,000) | | | | | | (800,000) | | |
Operating expenses post January 31, 2025
|
| | | | (350,000) | | | | | | (350,000) | | |
Indebtedness to Factor
|
| | | | (2,000,000) | | | | | | (2,000,000) | | |
Severance
|
| | | | (500,000) | | | | | | (500,000) | | |
Transaction costs
|
| | | | (710,000) | | | | | | (750,000) | | |
Insurance premium and insurance audit
|
| | | | (400,000) | | | | | | (400,000) | | |
Insurance hold back for deductible
|
| | | | 0 | | | | | | 0 | | |
Reserves
|
| | | | (400,000) | | | | | | (400,000) | | |
Estimated Federal and State Income Taxes on sale of intangibles
|
| | | | (140,000) | | | | | | (140,000) | | |
Total
|
| | | | (5,340,000) | | | | | | (5,340,000) | | |
Net total proceeds available for distribution
|
| | | | 5,760,000 | | | | | | 5,960,000 | | |
Assumed shares outstanding
|
| | | | 2,312,887 | | | | | | 2,312,887 | | |
Estimated total liquidating distribution
|
| | | | 2.51 | | | | | | 2.58 | | |
Name of Beneficial Owner
|
| |
Shares Beneficially
Owned |
| |
Percent of Class
|
| ||||||
Harvey B. Grossblatt
|
| | | | 110,402 | | | | | | 4.77% | | |
Cary Luskin
|
| | | | 59,423 | | | | | | 2.57% | | |
Ronald A. Seff, M.D.
|
| | | | 77,469 | | | | | | 3.35% | | |
James B. Huff
|
| | | | 510 | | | | | | 0.02% | | |
Ira F. Bormel, CPA
|
| | | | 0 | | | | | | — | | |
All directors and executive officers as a group (5 persons)
|
| | | | 247,804 | | | | | | 10.71% | | |
| ATTEST: | | | UNIVERSAL SECURITY INSTRUMENTS, INC. | |
|
James B. Huff, Secretary
|
| |
By:
(SEAL)
Harvey B. Grossblatt, President
|
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| | | |
FOR
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AGAINST
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ABSTAIN
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| 1. To approve the Asset Sale | | | | | | | | | | |
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FOR
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AGAINST
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ABSTAIN
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| 2. To Approve the Dissolution | | | | | | | | | | |
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FOR
|
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AGAINST
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ABSTAIN
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| 3. To approve the Charter Amendment | | | | | | | | | | |
| | | |
FOR
|
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AGAINST
|
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ABSTAIN
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| 4. To approve the Board’s authority to adjourn or postpone the Special Meeting, if necessary | | | | | | | | | | |
| | DATED: , 202 | | | |
PRINT CONTROL NUMBER, NAME AND ADDRESS (as shown on the Notice Regarding Availability of Proxy Materials you previously received by mail).
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| | DATED: , 202 | | | |
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To vote by proxy, mark, sign and date this Special Meeting Voting Proxy and return it to us at:
Corporate Secretary Universal Security Instruments, Inc. 11407 Cronhill Drive, Suite A, Owings Mills, Maryland 21117 |
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Exhibit 107
CALCULATION OF FILING FEE TABLES
SCHEDULE 14A
(Form Type)
UNIVERSAL SECURITY INSTRUMENTS, INC.
(Exact name of Registrant as Specified in its Charter)
Table 1 – Transaction Value
Proposed Maximum Aggregate Value of Transaction |
Fee Rate |
Amount of | |
Fees to be Paid | $6,000,000 | 0.0001531 | $918.60 |
Fees Previously Paid | -- | -- | |
Total Transaction Valuation | $6,000,000 | 0.0001531 | $918.60 |
Total Fees Due for Filing | $918.60 | ||
Total Fees Previously Paid | -- | ||
Total Fee Offsets | -- | ||
Net Fee Due | $918.60 |
(i) Title of each class of securities to which transaction applies:
Common Stock, $0.01 par value per share, of the Registrant (“Common Stock”) .
(ii) Aggregate number of securities to which transaction applies:
Not applicable.
(iii) Per unit price or other underlying value of transaction computed pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
Solely for the purpose of calculating the filing fee pursuant to Exchange Act Rule 0-11(c), the underlying value of the transaction (the “Total Consideration”) is based on the $6,000,000 payable to the Registrant in accordance with the terms of the Purchase Agreement. Pursuant to Exchange Act Rule 0-11(c) and Section 14(g) of the Exchange Act, the filing fee equals the product of 0.0001531 multiplied by the Total Consideration.
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