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UNIVERSAL SAFETY PRODUCTS, INC.

For the period ended Sep 30, 2025. Filed Nov 19, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 19, 2025

UUU$5.29+3.7%Stored close · as of Oct 16, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-19.

0001410578-25-001850

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-19.

0001104659-25-114128

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 25 previous paragraphs and 31 current paragraphs.

10 unchanged; 12 reworded; 9 added; 3 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Engineering and product development expenses were $76,682 for the three-month period ended September 30, 2025, and $110,371 for the comparable quarter of the prior year, a $33,689 (30.5%) decrease. These expenses decreased primarily due the cessation of engineering and product development activities during the current quarter due to the sale of the smoke and carbon monoxide portion of the Company’s business as previously discussed.

Current report

Sales*.* Net sales for the six months ended September 30, 2025, were $4,584,246 compared to $11,801,785 for the comparable six months in the prior fiscal year, a decrease of $7,217,539 (61.2%). Sales decreased principally due to the sale of the smoke and carbon monoxide alarm portion of the Company’s business as previously discussed.

Current report

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 25.2% for the six months ended September 30, 2025, and 26.1% for the six months ended September 30, 2024. Gross margins for the six-month period ended September 30, 2025, decreased principally due to the sale of the smoke and carbon monoxide alarm portion of the Company’s business as previously discussed.

Current report

Expenses. Selling, general and administrative expenses were $2,424,490 for the six months ended September 30, 2025, compared to $2,606,773 for the comparable six months in the prior year. As a percentage of sales, these expenses were 52.9% for the six-month period ended September 30, 2025, and 22.1% for the comparable 2024 period. These expenses increased as a percentage of net sales principally due to the increase in the allowance for credit losses of $400,000, and since selling, general, and administrative expenses do not decrease in direct proportion to changes in sales. These expenses decreased as a dollar amount principally due to the increase in the allowance for credit losses and 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.

Current report

Engineering and product development expenses were comparable at $188,689 for the six months ended September 30, 2025, to $197,972 for the comparable period of the prior year. These expenses decreased primarily due the cessation of engineering and product development activities during the period due to the sale of the smoke and carbon monoxide portion of the Company’s business as previously discussed.

Current report

Other income (expense). Other expense for the six-month period ended September 30, 2025, included the change in the fair value of the derivative component of convertible debentures issued of $47,000. Other income included the gain of the sale of inventory and intangible assets of $2,820,668. Our interest expense was $7,225 for the six months ended September 30, 2025, compared to interest expense of $134,530 for the six months ended September 30, 2024. 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.

Current report

NetIncome. We reported net income of $810,541 for the six months ended September 30, 2025, compared to net income of $134,772 for the corresponding period of the prior fiscal year, an increase in net income of $675,769 (501.4%). Net income increased due to the gain on the sale of the smoke and carbon monoxide portion of the Company’s business, and was offset by lower sales in the quarter ended September 30, 2025, and the increase in the allowance for credit losses.

Current report

Financing activities used cash of $1,883,890 during the six months ended September 30, 2025, which is comprised of net repayments to the factor of $2,100,458, a one-time special dividend to shareholders in the amount of $2,312,787 and partially offset by net borrowing of convertible debt of $2,529,355.
Removed paragraphs (3)

Previous report

Engineering and Product Development. Engineering and product development expenses were $112,007 for the three-month period ended June 30, 2025, were comparable to $87,601 for the same quarter of the prior year.

Previous report

Gain on Sale of Assets. We reported a gain on the sale of assets previously held for sale in the amount of $2,820,668. The purchase price of approximately $4,955,000 was reduced by the basis of the assets held for sale amounting to approximately $1,682,000 and by certain customary costs associated with the sale, including commissions and consulting fees amounting to approximately $834,000.

Previous report

Provision for Income Taxes. Current and deferred income tax provisions amounting to $122,000 and $361,000, respectively were provided in the current fiscal quarter ended June 30, 2025, to record the expected tax liability associated with net earnings, principally arising as a result of the gain on the sale of assets held for sale. The deferred tax liability is a reversal of the deferred tax asset recorded in the fiscal year ended March 31, 2025, related to the sale of assets held for sale.
Reworded paragraphs (12)

Previous wording

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-month periods ended June 30, 2025, and 2024.

Current wording

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, 2025, and 2024.

Previous wording

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. We import all 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 our safety products are imported from the People’s Republic of China. Certain of these products are currently subject to tariffs of fifty-five (55%) percent. The imposition of and modification of tariffs during the latter half of the fiscal year ended March 31, 2025, and subsequent thereto, has increased uncertainty as to the short-term sustainability of importing products from our principal suppliers. If the Company is unable to import products at a competitive price point our sales could be adversely affected.

Current wording

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. We import all 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 our safety products are imported from the People’s Republic of China. Certain of these products are currently subject to tariffs of from thirty (30%) to fifty-five (55%) percent. The imposition of and modification of tariffs during the latter half of the fiscal year ended March 31, 2025, and subsequent thereto, has increased uncertainty as to the short-term sustainability of importing products from our principal suppliers. If the Company is unable to import products at a competitive price point our sales could be adversely affected.

Previous wording

Sales. Net sales for the three months ended June 30, 2025, were $3,824,247 compared to $4,598,516 for the comparable three months in the prior year, a decrease of $774,269 (16.8%). As previously discussed, the Company sold the rights to sell a significant portion of its product line on May 22, 2025. Sales subsequent to this date include only those products which the Company continues to import and market.

Current wording

Sales. Net sales for the three months ended September 30, 2025, were $759,999 compared to $7,203,269 for the comparable three months in the prior year, a decrease of $6,443,270 (89.4%). Sales decreased principally due to the sale of the smoke and carbon monoxide alarm portion of the Company’s business as previously discussed.

Previous wording

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 18 2% and 23.7% of sales for the quarters ended June 30, 2025, and 2024, respectively. Gross margins were negatively impacted in the periods ended June 30, 2025, and 2024 principally due to tariffs, the mix of products sold due to the previously discussed sale of a portion of our business, and higher ocean freight costs.

Current wording

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 60.4% and 27.7% of sales for the quarters ended September 30, 2025, and 2024, respectively. Gross margins for the three-month period ended September 30, 2025, increased principally due to a refund of previously recorded tariffs during the three-month period ended September 30, 2025.

Previous wording

Expenses. Selling, general and administrative expenses were $1,113,303 for the three months ended June 30, 2025, and $1,397,421 for the comparable three months in the prior year. As a percentage of net sales, these expenses decreased to 29.1% for the three-month period ended June 30, 2025, from 30.4% for the 2024 period. These expenses, as a percentage of net sales, were comparable to the same period of the prior fiscal year.

Current wording

Expenses. Selling, general and administrative expenses were $1,311,187 for the three months ended September 30, 2025, compared to $1,209,352 for the comparable three months in the prior year. As a percentage of net sales, these expenses increased to 172.5% for the three-month period ended September 30, 2025, from 16.8% for the 2024 period. These expenses increased as a percentage of net sales principally due to the increase in the allowance for credit losses of $400,000, and since selling, general, and administrative expenses do not decrease in direct proportion to changes in sales. These expenses increased as a dollar amount principally due to increase in the allowance for credit losses and 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.

Previous wording

Interest Expense. Our interest income was $3,827 for the quarter ended June 30, 2025, compared to interest expense of $44,888 for the quarter ended June 30, 2024. Interest expense is dependent upon the total amounts borrowed from the Factor and interest rates during the period as compared to the corresponding period of the prior year.

Current wording

Other expense. Other expense recorded during the three-month period ended September 30, 2025, included the change in the fair value of the derivative component of convertible debentures issued in the period of $47,000. Net interest expense was $11,053 for the quarter ended September 30, 2025, compared to interest expense of $89,642 for the quarter ended September 30, 2024. 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 for 2024.

Previous wording

Net Income (Loss). We reported net income of $1,810,321 for the quarter ended June 30, 2025, compared to a net loss of $442,206 for the corresponding quarter of the prior fiscal year, a $2,252,527 increase in net income. The primary reason for the increase in the net income is the Company’s sale of a portion of its business, as previously discussed, resulting in a gain on the sale of $2,820,668.

Current wording

Net (Loss) Income. We reported a net loss of $999,780 for the quarter ended September 30, 2025, compared to net income of $576,978 for the corresponding quarter of the prior fiscal year, a $1,576,758 (273.3%) decrease in net income. Net income decreased principally due to the sale of the smoke and carbon monoxide portion of the Company’s business as discussed above and the increase in the allowance for credit losses.

Previous wording

Operating activities provided cash of $2,752,110 for the three months ended June 30, 2025. This was primarily due to a decrease in accounts receivable and amounts due from factor or $1,579,321, a decrease in inventories and prepaid expenses of $3,768,052, net income of $1,810,321, a decrease in deferred tax assets of $361,000, and offset by a decrease in accounts payable and accrued expenses of $1,945,916 and the gain on sale of asset of $2,820,668.

Current wording

Operating activities provided cash of $3,940,773 for the six months ended September 30, 2025. This was primarily due to a decrease in accounts receivable and amount due from factor of $3,148,400, a decrease in inventories and prepaid expenses of $4,014,594, net income of $810,541 and partially offset by a decrease in accounts payable and accrued expenses of $2,006,764, and the non-cash change in the fair value of the derivative component of convertible debt of $47,000, the increase in the allowance for credit losses of $400,000, and $361,000 in deferred income taxes.

Previous wording

Operating activities used cash of $1,198,108 for the three months ended June 30, 2024. This was primarily due to an increase in inventories, prepaid expenses and other of $260,271, a decrease in accounts payable and accrued liabilities of $852,240, and a net loss of $442,206, and offset by a decrease in accounts receivable and amount due from factor of $354,990.

Current wording

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.

Previous wording

Financing activities used cash of $2,100,458 during the three months ended June 30, 2025, which is comprised of repayments net of advances from the factor. Financing activities provided cash of $1,454,566 during the three months ended June 30, 2024, which is comprised of borrowings net of advances from the factor.

Current wording

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.

Previous wording

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 fiscal year ended March 31, 2025.

Current wording

The Company believes its balances of cash received from the sales of convertible debentures, 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 fiscal year ended March 31, 2025.

Previous wording

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.

Current wording

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. With the exception of the adoption of accounting principles relating to convertible debt and the fair value of the derivative component thereof, 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.