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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 10-Q

 

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For the quarterly period ended June 30, 2017

or

For the transition period from __________ to __________

Commission File Number:  0-25844

 

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).     Yes ☒ No ☐

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

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 ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

 

	TAITRON COMPONENTS INCORPORATED
	FORM 10-Q
	June 30, 2017
	TABLE OF CONTENTS
		Page
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets at June 30, 2017 and December 31, 2016	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 30, 2017 and 2016	2
	Condensed Consolidated Statements of Cash Flows for the three and six months ended June 30, 2017 and 2016	3
	Notes to Condensed Consolidated Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
PART II - OTHER INFORMATION
Item 1.	Legal proceedings	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	[Removed and Reserved]	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
	Signatures	10

 

 

PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

TAITRON COMPONENTS INCORPORATED

Condensed Consolidated Balance Sheets

 

		June 30,				December 31,
		2017				2016
Assets		(Unaudited)
Current Assets:
Cash and cash equivalents		$	3,707,000			$	4,018,000
Accounts receivable, less allowances of  $47,000 and $49,000, respectively			737,000				233,000
Inventories, less reserves for obsolescence of $8,630,000, and $8,537,000, respectively (Note 3)			5,169,000				5,055,000
Prepaid expenses and other current assets			326,000				227,000
Total current assets			9,939,000				9,533,000
Property and equipment, net			3,939,000				4,032,000
Other assets (Note 4)			494,000				471,000
Total assets		$	14,372,000			$	14,036,000
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable		$	947,000			$	857,000
Accrued liabilities			484,000				492,000
Current portion, long-term debt (Note 5)			500,000				-
Total current liabilities			1,931,000				1,349,000
Long-term debt from related party (Note 5)			500,000				1,000,000
Total Liabilities			2,431,000				2,349,000
Commitments and contingencies (Notes 6 and 8)
Shareholders’ Equity:
Preferred stock, $0.001 par value.  Authorized 5,000,000 shares; None issued or outstanding			-				-
Class A common stock, $0.001 par value.  Authorized 20,000,000 shares; 4,808,235 and 4,768,235 shares issued and outstanding, respectively			5,000				5,000
Class B common stock, $0.001 par value.  Authorized, issued and outstanding 762,612 shares			1,000				1,000
Additional paid-in capital			10,743,000				10,701,000
Accumulated other comprehensive income			129,000				156,000
Retained earnings			961,000				720,000
Total Shareholders’ Equity - Taitron Components Inc			11,839,000				11,583,000
Noncontrolling interest in subsidiary			102,000				104,000
Total Shareholders’ Equity			11,941,000				11,687,000
Total Liabilities and Shareholders’ Equity		$	14,372,000			$	14,036,000

See accompanying notes to condensed consolidated financial statements (unaudited).

TAITRON COMPONENTS INCORPORATED

Condensed Consolidated Statements of Operations and Comprehensive Income(Loss)

		Three Months Ended June 30,								Six Months Ended June 30,
		2017				2016				2017				2016
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net sales		$	1,773,000			$	1,932,000			$	3,940,000			$	3,602,000
Cost of goods sold			1,016,000				1,245,000				2,310,000				2,346,000
Gross profit			757,000				687,000				1,630,000				1,256,000
Selling, general and administrative expenses			542,000				544,000				1,082,000				1,085,000
Operating income			215,000				143,000				548,000				171,000
Interest expense, net			(11,000	)			(7,000	)			(20,000	)			(22,000	)
Loss on investments			(19,000	)			(60,000	)			(73,000	)			(134,000	)
Other income, net			31,000				12,000				60,000				27,000
Income before income taxes			216,000				88,000				515,000				42,000
Income tax provision			(1,000	)			(6,000	)			(1,000	)			(6,000	)
Net income			215,000				82,000				514,000				36,000
Net loss attributable to noncontrolling interest in subsidiary			(2,000	)			(1,000	)			(3,000	)			(4,000	)
Net income attributable to Taitron Components Inc.		$	217,000			$	83,000			$	517,000			$	40,000
Net income per share:  Basic & Diluted		$	0.04			$	0.01			$	0.09			$	0.01
Cash dividends declared per common share		$	0.025			$	0.025			$	0.05			$	0.025
Weighted average common shares outstanding:  Basic			5,540,847				5,530,847				5,550,847				5,530,847
Weighted average common shares outstanding:  Diluted			5,841,847				5,940,847				5,907,847				5,940,847
Net income		$	215,000			$	82,000			$	514,000			$	36,000
Other comprehensive income (loss) :
Foreign currency translation adjustment			(9,000	)			(4,000	)			(27,000	)			(28,000	)
Comprehensive income(loss)			206,000				78,000				487,000				8,000
Comprehensive income(loss) attributable to noncontrolling interests			(2,000	)			(1,000	)			(2,000	)			1,000
Comprehensive income attributable to Taitron Components Inc.		$	208,000			$	79,000			$	489,000			$	7,000

See accompanying notes to condensed consolidated financial statements (unaudited).

TAITRON COMPONENTS INCORPORATED

Condensed Consolidated Statements of Cash Flows

		Six Months Ended June 30,
		2017				2016
		(Unaudited)				(Unaudited)
Operating activities:
Net income		$	514,000			$	36,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			118,000				90,000
Provision for sales returns and doubtful accounts			148,000				69,000
Stock based compensation			2,000				(3,000	)
Loss on investments			73,000				134,000
Changes in assets and liabilities:
Trade accounts receivable			(652,000	)			(639,000	)
Inventories			(114,000	)			1,065,000
Prepaid expenses and other current assets			(99,000	)			(66,000	)
Trade accounts payable			90,000				(481,000	)
Accrued liabilities			(8,000	)			91,000
Other assets and liabilities			(2,000	)			7,000
Total adjustments			(444,000	)			267,000
Net cash provided by operating activities			70,000				303,000
Investing activities:
Acquisition of property & equipment			(25,000	)			(6,000	)
Investment in securities			(93,000	)			-
Net cash used for investing activities			(118,000	)			(6,000	)
Financing activities:
Dividend payments			(276,000	)			(138,000	)
Proceeds from stock options exercised			40,000				-
Net cash used for financing activities			(236,000	)			(138,000	)
Impact of exchange rates on cash			(27,000	)			(28,000	)
Net decrease in cash and cash equivalents			(311,000	)			131,000
Cash and cash equivalents, beginning of period			4,018,000				3,692,000
Cash and cash equivalents, end of period		$	3,707,000			$	3,823,000
Supplemental disclosures of cash flow information:
Cash paid for interest		$	20,000			$	28,000
Cash paid for income taxes, net		$	3,000			$	1,000

 

See accompanying notes to condensed consolidated financial statements (unaudited).

TAITRON COMPONENTS INCORPORATED

Notes to Condensed Consolidated Financial Statements (Unaudited)

1 – ORGANIZATION

In 1989, we were formed and incorporated in California.  We maintain a majority-owned subsidiary in Mexico (since 1998) and two subsidiaries in each of Taiwan (since 1998) and China (since 2005).  Our Mexico location closed all operations in May 2013 (final closure is pending sale of our local 15,000 sqft office and warehouse facility) and our Taiwan and China locations are for supporting overseas customers, inventory sourcing, purchases and coordinating the manufacture of our products.  Our China location also serves as the engineering center responsible for designing circuits, arranging pre-production scheduling and mass production runs with joint venture partners for our projects, making component datasheets and test specifications, preparing samples, monitoring quality of shipments and performing failure analysis reports.

2 – BASIS OF PRESENTATION

The unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned subsidiaries, including its 60% majority-owned subsidiary, Taitron Components Mexico, S.A. de C.V.  All significant intercompany accounts and transactions have been eliminated in consolidation.

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.  In the opinion of management, all adjustments of a normal recurring nature and considered necessary for a fair presentation of its financial condition and results of operations for the interim periods presented in this Quarterly Report on Form 10-Q have been included.  Operating results for the interim periods are not necessarily indicative of financial results for the full year.  These unaudited condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  In preparing these financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements and the reported amount of revenues and expenses during the reporting periods.  Actual results could differ from those estimates.  Significant estimates and assumptions included in the Company’s condensed consolidated financial statements relate to the allowance for sales returns, doubtful accounts, inventory reserves, accrued liabilities and deferred income taxes.  Certain amounts in the prior year condensed consolidated financial statements have been reclassified to conform to the current year presentation.

3 – INVENTORY

Inventory – Inventory, consisting principally of products held for resale, is recorded at the lower of cost (determined using the first in-first out method) or estimated market value.  We had inventory balances in the amount of $5,169,000 and $5,055,000 at June 30, 2017 and December 31, 2016, respectively, which is presented net of valuation allowances of $8,630,000 and $8,537,000, respectively.  We evaluate inventories to identify excess, high-cost, slow-moving or other factors rendering inventories as unmarketable at normal profit margins.  Due to the large number of transactions and the complexity of managing and maintaining a large inventory of product offerings, estimates are made regarding adjustments to the cost of inventories.  Based on our assumptions about future demand and market conditions, inventories are carried at the lower of cost or estimated market value.  If our assumptions about future demand change, or market conditions are less favorable than those projected, additional write-downs of inventories may be required.  In any case, actual amounts could be different from those estimated.

4 – OTHER ASSETS

 

		June 30,				December 31,
		2017				2016
		(Unaudited)
Investment in securities - Zowie Technology		$	193,000			$	100,000
Investment in joint venture - Grand Shine Mgmt			274,000				347,000
Other			27,000				24,000
Other Assets		$	494,000			$	471,000

Our $193,000 investment in securities as of June 30, 2017 relates to our ownership of 1,322,552 common shares of Zowie Technology Corporation (New Taipei City, Taiwan), a supplier of electronic component products.  Our investment relates to approximately 8.9% of their total outstanding shares although we do not have significant influence or control.  This investment is accounted for under the cost method basis of accounting.

Our $274,000 investment in joint venture as of June 30, 2017, relates to our 49% ownership of Grand Shine Management Limited (Dong Guan, China), an electronic device contract manufacturer, and joint venture with its 51% owner, Teamforce Company Limited.  This joint venture is not considered to be a “Variable Interest Entity”, and as such, is accounted for under the equity method basis of accounting.  As of June 30, 2017 and December 31, 2016, we have recorded cumulative unrealized loss from the inception of our investment in Grand Shine Management of $902,000 and $829,000, respectively.

5 – LONG-TERM DEBT FROM RELATED PARTY

Secured credit facility - On April 21, 2008 we entered into a $3,000,000 credit facility, collateralized by real property, from K.S. Best International Co. Ltd., a company controlled by the brother of our Chief Executive Officer.  Credit is available in $500,000 advances, each advance payable in monthly interest only installments, at the rate of Prime + 0.25% per annum.  On August 11, 2016 we renewed and extended maturities to June 30, 2018 and beyond. As of June 30, 2017 and December 31, 2016, the aggregate outstanding balance on this credit facility was $1,000,000.

6 – RELATED PARTY TRANSACTIONS

We made payments to K.S. Best International Co. Ltd., a company controlled by the brother of our Chief Executive Officer of approximately $6,000 for both of the quarters ending June 30, 2017 and 2016.  These payments were for professional fees related to the operational management of our Taiwan office.  In addition, we also made payments of approximately $11,000 and $13,000 for the quarters ended June 30, 2017 and 2016, respectively, for interest expense on our credit facility from K.S. Best International Co. Ltd.  See Note 5.

We have a $3,000,000 credit facility, collateralized by real property, from K.S. Best International Co. Ltd., a company controlled by the brother of our Chief Executive Officer.  See Note 5.

7 – SHARE BASED COMPENSATION

Accounting for stock options issued to employees measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.  That cost is recognized over the period during which an employee is required to provide service in exchange for the award.  Outstanding options to purchase Class A common stock (“the Options”) vest in three equal annual installments beginning one year from the date of grant and are subject to termination provisions as defined in our 2005 Stock Incentive Plan.  The option activity during the six months ended June 30, 2017 is as follows:

 

		Number of Shares				Weighted Average Exercise Price				Weighted Average Years Remaining Contractual Term				Aggregate Intrinsic Value
Outstanding at December 31, 2016			376,000			$	1.07				4.1			$	72,000
Grants			-				-				-				-
Exercised			(40,000	)
Forfeited			(5,000	)			-				-				-
Outstanding at June 30, 2017			331,000				1.08				4.0			$	189,000
Exercisable at June 30, 2017			304,666			$	1.08				3.9			$	153,000

At June 30, 2017 the range of individual outstanding weighted average exercise prices was $0.98 to $1.10.

8 – COMMITMENTS AND CONTINGENCIES

Outstanding commitments to purchase inventory from suppliers aggregated $1,600,000 as of June 30, 2017.

The following discussion should be read in conjunction with the condensed consolidated financial statements, including the related notes, appearing in Item 1 of Part 1of this quarterly report on Form 10-Q, as well as our most recent annual report on Form 10-K for the year ended December 31, 2016.

This document contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 which are subject to risks and uncertainties.  Forward-looking statements usually are denoted by words or phrases such as “believes,” “expects,” “projects,” “estimates,” “anticipates,” “will likely result” or similar expressions.  We wish to caution readers that all forward-looking statements are necessarily speculative and not to place undue reliance on forward-looking statements, which speak only as of the date made, and to advise readers that actual results could vary due to a variety of risks and uncertainties.  We do not undertake any duty to update forward-looking statements after the date they are made or to conform them to actual results or to changes in circumstances or expectations.

References to “Taitron,” the “Company,” “we,” “our” and “us” refer to Taitron Components Incorporated and its wholly owned and majority-owned subsidiaries, unless the context otherwise specifically defines.

Critical Accounting Policies and Estimates

Use of Estimates - Management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States.  These estimates have a significant impact on our valuation and reserve accounts relating to the allowance for sales returns, doubtful accounts, inventory reserves and deferred income taxes.  Actual results could differ from these estimates.

Revenue Recognition – Revenue is recognized upon shipment of the merchandise, which is when legal transfer of title occurs.  Reserves for sales allowances and customer returns are established based upon historical experience and our estimates of future returns.  Sales returns for the three months ended June 30, 2017 and 2016 were $36,000 and $3,000, respectively and for the six months ended June 30, 2017 and 2016 were $148,000 and $69,000, respectively.  The allowance for sales returns and doubtful accounts at June 30, 2017 and December 31, 2016 aggregated $47,000 and $49,000, respectively.

Inventory – Inventory, consisting principally of products held for resale, is recorded at the lower of cost (determined using the first in-first out method) or estimated market value.  We had inventory balances in the amount of $5,169,000 and $5,055,000 at June 30, 2017 and December 31, 2016, respectively, which is presented net of valuation allowances of $8,630,000 and $8,537,000, respectively.  We evaluate inventories to identify excess, high-cost, slow-moving or other factors rendering inventories as unmarketable at normal profit margins.  Due to the large number of transactions and the complexity of managing and maintaining a large inventory of product offerings, estimates are made regarding adjustments to the cost of inventories.  Based on our assumptions about future demand and market conditions, inventories are carried at the lower of cost or estimated market value.  If our assumptions about future demand change, or market conditions are less favorable than those projected, additional write-downs of inventories may be required.  In any case, actual amounts could be different from those estimated.

Overview

 

We are primarily focused on supplying ODM products for our OEM customer’s multi-year turn-key projects.  We also distribute discrete semiconductors, commodity Integrated Circuits (ICs), optoelectronic devices and passive components to other electronic distributors, CEMs and OEMs, who incorporate them in their products.

 

Our core strategy has shifted to primarily focus on higher margin ODM Projects that require custom products designed for specific applications to OEM customers, and away from actively marketing our superstore strategy of maintaining a vast quantity of electronic components to fill customer orders immediately from available stock held in inventory.  As a result, we expect our components inventory will be more passively marketed and distributed online for clearance through our internet sales portal, however at potentially lower rates due to the pricing pressures normally attributed with online shopping.

In accordance with generally accepted accounting principles, we have classified inventory as a current asset in our June 30, 2017, condensed consolidated financial statements representing approximately 52% of current assets and 36% of total assets.  However, if all or a substantial portion of the inventory was required to be immediately liquidated, the inventory would not be as readily marketable or liquid as other items included or classified as a current asset, such as cash.  We cannot assure you that demand in the discrete semiconductor market will increase and that market conditions will improve.  Therefore, it is possible that further declines in our carrying values of inventory may result.

Our gross profit margins are subject to a number of factors, including product demand, the relative strength of the U.S. dollar, provisions for inventory reserves, our ability to purchase inventory at favorable prices and our sales product mix.

Results of Operations

Net sales in the second quarter of 2017 totaled $1,773,000 versus $1,932,000 in the comparable period for 2016, a decrease of $159,000 or 8.2% over the same period last year.

 

Gross profit for the second quarter of 2017 was $757,000 versus $687,000 in the comparable period for 2017, and gross margin percentage of net sales was 42.7% in the second quarter of 2017 versus 35.6% in the comparable period for 2016.

 

Selling, general and administrative expenses in the second quarter of 2017 totaled $542,000 versus $544,000 in the comparable period for 2016.

 

Interest expense, net of interest income, was $11,000 for the second quarter of 2017 and $7,000 in the comparable period for 2016.

 

Other income, net of other expense, in the second quarter of 2017 was $31,000 versus $12,000 in the comparable period for 2016.  Other income was primarily derived from the rental income of excess space at our headquarters’ facility in Valencia, CA.

 

Income tax provision was $1,000 for the second quarter of 2017 and $6,000 in 2016, as we do not expect significant taxable income.

 

Net income was $215,000 for the second quarter of 2017 versus $82,000 in the comparable period for 2016, an increase of $133,000 resulting from the reasons discussed above.

Net sales in the six months ended June 30, 2017 was $3,940,000 versus $3,602,000 in the comparable period for 2016, an increase of $338,000 or 9.4% over the same period last year.

 

Gross profit for the six months ended June 30, 2017 was $1,630,000 versus $1,256,000 in the comparable period for 2016, and gross margin percentage of net sales was approximately 41.4% for the six months ended June 30, 2017 and 34.9% for 2016, respectively.

 

Selling, general and administrative (“SG&A”) expenses in the six months ended June 30, 2017 totaled $1,082,000 versus $1,085,000 in the comparable period for 2016.

 

Interest expense, net of interest income, was $20,000 for the six months ended June 30, 2017 versus $22,000 in the comparable period for 2016.

 

Other income, net of other losses, in the six months ended June 30, 2017 was $60,000 versus $27,000 in the comparable period for 2016.

 

Income tax provision was $1,000 for the six months ended June 30, 2017 versus $6,000 in 2016.

Net income was $514,000 for the six months ended June 30, 2017 versus $36,000 in the comparable period for 2016, an increase of $478,000 resulting from the reasons discussed above.

Liquidity and Capital Resources

We have financed our operations with funds generated from operating activities and borrowings under our revolving credit facility.

Cash flows provided by operating activities were $70,000 as opposed to $303,000 in the six months ending June 30, 2017 and 2016, respectively.  The decrease of $233,000 in cash flows used in operations compared with the prior period resulted from changes in operating assets and liabilities, primarily from net income and reductions of accounts payables compared to the prior period.

Cash flows used in investing activities were $118,000 and $6,000 for the six months ending June 30, 2017 and 2016, respectively.

Cash flows used in financing activities were $236,000 and $138,000 for the six months ending June 30, 2017 and 2016, respectively.

Inventory is included in current assets; however, it will take over one year for the inventory to turn.  Hence, inventory would not be as readily marketable or liquid as other items included in current assets, such as cash.

We believe that funds generated from, or used in operations, in addition to existing cash balances are likely to be sufficient to finance our working capital and capital expenditure requirements for the foreseeable future.  If these funds are not sufficient, we may secure new sources of short-term commercial loans, asset-based lending on accounts receivables or issue debt or equity securities.

As of August 14, 2017, we had no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk. - Not applicable.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings. - None

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds. - None

Item 3.  Defaults Upon Senior Securities. - None

Item 4.  [Removed and Reserved]

Item 5.  Other Information. – None

Item 6.  Exhibits.

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.

 

	TAITRON COMPONENTS INCORPORATED
Date:  August 14, 2017	By:	/s/ Stewart Wang
		Stewart Wang,
		Chief Executive Officer and President
		(Principal Executive Officer)
		/s/ David Vanderhorst
		David Vanderhorst
		Chief Financial Officer and Secretary
		(Principal Financial Officer)