U.S. 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 endedSeptember30, 2018 30, 2019

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 0-25844

TAITRON COMPONENTS INCORPORATED

(Exact name of registrant as specified in its charter)

(661) 257-6060

(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 the 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 ☒☑

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

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

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

TAITRON COMPONENTS INCORPORATED

Condensed Consolidated Balance Sheets

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

TAITRON COMPONENTS INCORPORATED

Condensed Consolidated Statements of Operations and Comprehensive Income

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

TAITRON COMPONENTS INCORPORATED

Condensed Consolidated Statements of Cash FlowsShareholders’ Equity

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

TAITRON COMPONENTS INCORPORATED

Condensed Consolidated Statements of Cash Flows

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

TAITRON COMPONENTS INCORPORATED

Notes to Condensed Consolidated Financial Statements (Unaudited)

1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview of Business

In 1989, we were formed and incorporated in California. We maintain a majority-owned subsidiary in Mexico (since 1998) and two divisions in each of Taiwan (since 1998)1997) and China (since 2005). Our Mexico location closed all operations in May 2013 (final closure is pending saleplanned for the fourth quarter of our local 15,000 sq. ft. office and warehouse facility)2019) 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 design support center responsible for 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.

Basis of Presentation

The unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions, 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2018. 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.

New Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”)FASB issued a new accounting standard on leasing. The new standard will require companies to record most leased assets and liabilities on the balance sheet, and also proposes a dual model for recognizing expense. This guidance will bewas effective in theour first quarter of 2019 with early adoption permitted.2019. We have evaluated the impact of adopting this guidance and we expect the adoption of these accounting changes willhave not impactimpacted our assets and liabilities nor our net income or equity, as we currently do not lease any assets.

In January 2017, the FASB issued a new accounting standard which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. This guidance will be effective for the Company for the year ending December 31, 2019 and interim reporting periods within that year. Early adoption is permitted for transactions that have not been reported in financial statements that have been issued or made available for issuance. We are currently evaluating the effect of the adoption of this guidance on our consolidated financial statements.

In May 2017, the FASB issued a new accounting standard which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in ASC Topic 718. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or liability) changes as a result of the change in terms or conditions. This guidance will bewas effective for the year ending December 31, 2019 and interim reporting periods within that year. Early adoption is permitted. We expect thein our first quarter of 2019. The adoption of this guidance willhas not havehad a material effect on our consolidated financial statements.

Impact of Recently Issued Accounting Standards

On January 1, 2018, we adopted Topic 606 (ASU 2014-09) applying the modified retrospective method. The primary impact of adoption relates to additional disclosures and presentation of revenue by primary geographical market, major product line and the timing of revenue recognition. The amount and timing of revenue recognition did not change with the adoption of Topic 606.

Revenue recognition

Revenue is recognized at the point at which control of the underlying products are transferred to the customer. Satisfaction of our performance obligations occur upon the transfer of control of products, either from our facilities or directly from suppliers to customers. We consider customer purchase orders to be the contracts with a customer. All revenue is generated from contracts with customers.

In determining the transaction price, we evaluate whether the price is subject to refund or adjustment to determine the net consideration to which we expect to receive.

Taxes assessed by a governmental authority on revenue-producing transactions are excluded from revenue.

Shipping and handling costs associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment costs and are included in cost of products sold.

Based upon the nature of our contracts with customers and our performance obligations within those contracts, we have no contract assets or liabilities as of September 30, 20182019 and December 31, 2017.2018.

Nature of products

We are primarily a supplier of original designed and manufactured (ODM) products that include value-added engineering and turn-key solutions. The following is a description of major products lines from which we generate our revenue:

ODM Projects - Our custom made small devices for original equipment manufacturers (OEMs) and contract electronic manufacturers (CEMs) in their multi-year turn-key projects and marketed in specific industries such as: wild animal feeders, timers for DC motors, public street light controllers, and battery chargers.

ODM Components - Our private labeled electronic components.

Distribution Components - Our name brand electronic components.

Disaggregation of revenue

In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition.

2 – 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 net realizable value. We had inventory balances in the amount of $4,738,000$4,207,000 and $4,990,000$4,597,000 at September 30, 20182019 and December 31, 2017,2018, respectively, which is presented net of valuation allowances of $7,991,000$7,319,000 and $7,848,000,$7,189,000, 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 complexity of managing and maintaining a large inventory of product offerings, estimates are made regarding adjustments to the carrying values of inventories. Based on our assumptions about future demand and market conditions, inventories are carried at the lower of cost or net realizable value. If our assumptions about future demand change, or market conditions are less favorable than those projected, additional write-downs of inventories or valuation allowances may be required. In any case, actual amounts could be different from those estimated.

3 – OTHER ASSETS

Our $193,000$379,000 investment in securities as of September 30, 20182019 relates to our ownership of 1,322,552 common shares ofthe following investments in Zowie Technology Corporation (New Taipei City, Taiwan)(“ZT”), 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 isproducts located in Taipei City, Taiwan R.O.C.:

Both investments in ZT are accounted for under the cost (plus impairment) method basis of accounting.

Our investment in joint venture as of September 30, 2018, 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. Our investment is accounted for under the equity method basis of accounting. As of September 30, 2018 and December 31, 2017, we have recorded our 49% share of cumulative unrealized losses from the inception of our investment in Grand Shine Management of $1,176,000 and $991,000, respectively.

4 – LONG-TERM DEBT FROM RELATED PARTY

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. Our borrowing ability on this credit facility is closed. As of September 30, 2018 and December 31, 2017, the aggregate outstanding balance on this credit facility was $0 and $500,000, respectively.

5 – 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 $0 and $6,000 for both of the three months ended September 30, 2019 and 2018, respectively and $0 and $18,000 for the nine months ended September 30, 2019 and 2018, and 2017.respectively. These payments were for professional fees related to the operational management of our Taiwan office. In addition, we also made interest expense payments on our prior credit facility of approximately $0 and $11,000 for the three months ended September 30, 2018 and 2017, respectively and $9,000 and $32,000 for the nine months ended September 30, 2019 and 2018, and 2017, respectively. See Note 4.

65 – 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.Plan and 2018 Omnibus Incentive Plan (collectively referred to as “the Plans”). The Options activity during the nine months ended September 30, 20182019 is as follows:

At September 30, 2018,2019, the range of individual outstanding weighted average exercise prices was $0.98$1.02 to $1.08.$2.68.

76 – COMMITMENTS AND CONTINGENCIES

Inventory Purchasing

Outstanding commitments to purchase inventory from suppliers aggregated $1,495,000$980,000 as of September 30, 2018.2019.

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

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, 20178.

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 products, which is when legal transfer of title occurs and control of the product is transferred to the customer. 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 September 30, 2019 and 2018 were $0 and 2017 were $2,000, and $6,000, respectively and for the nine months ended September 30, 2019 and 2018 were $4,000 and 2017 were $5,000, and $154,000, respectively. The allowance for sales returns and doubtful accounts at September 30, 20182019 and December 31, 20172018 aggregated $45,000$40,000 and $40,000,$38,000, 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 net realizable value. We had inventory balances in the amount of $4,738,000$4,207,000 and $4,990,000$4,597,000 at September 30, 20182019 and December 31, 2017,2018, respectively, which is presented net of valuation allowances of $7,991,000$7,319,000 and $7,848,000,$7,189,000, 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 carrying valuescost of inventories. Based on our assumptions about future demand and market conditions, inventories are carried at the lower of cost or net realizable value. If our assumptions about future demand change, or market conditions are less favorable than those projected, additional write-downs of inventories or valuation allowances 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 September 30, 2018,2019, condensed consolidated financial statements representing approximately 51%42% of current assets and 36%30% 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

ThirThirddquarter of 20189 versus 20178.

Net sales in the third quarter of 20182019 totaled $1,902,000$1,658,000 versus $1,679,000$1,902,000 in the comparable period for 2017, an increase2018, a decrease of $223,000$244,000 or 13.3%12.8% over the same period last year. The increasedecrease was primarily driven by an increasea decrease of ODM project sales volume.

Gross profit for the third quarter of 20182019 was $846,000$888,000 versus $768,000$846,000 in the comparable period for 2018, and gross margin percentage of net sales was 44.5%53.6% in the third quarter of 20182019 versus 45.7%44.5% in the comparable period for 2017.2018. The approximately 9.1% gross profit margin increase waswere driven by an increaseshipments of higher gross margin ODM projectprojects despite the lower sales unit pricing.volume.

Selling, general and administrative expenses in the third quarter of 20182019 totaled $544,000$566,000 versus $534,000$544,000 in the comparable period for 2017.2018. The $22,000 increase was primarily driven by increased professional fees incurred for engineering services for our products.an increase in salaries.

Other income, net of other expense, in the third quarter of 20182019 was $29,000$188,000 versus $25,000$29,000 in the comparable period for 2017.2018. Other income for the three months ended September 30, 2019 was primarily derived from the gain on sale of our Mexico property of $160,000 and rental income of excess office space at our headquarters in Valencia, CA.

Income tax provision was $2,000 for both the third quarter of 20182019 and 2017,2018, as we do not expect significant taxable income for the year ending December 31, 2018.2019.

Net income was $279,000$515,000 for the third quarter of 20182019 versus $214,000$279,000 in the comparable period for 2017,2018, an increase of $65,000$236,000 resulting from the reasons discussed above.

Nine Months Ended September30, 20182019 versus NineMonths Ended September30, 20172018.

Net sales in the nine months ended September 30, 20182019 was $5,707,000$4,814,000 versus $5,778,000$5,707,000 in the comparable period for 2017,2018, a decrease of $71,000$893,000 or 1.2%15.6% over the same period last year. The decrease was driven by a decrease in demand forof ODM projects.project sales volume.

Gross profit for the nine months ended September 30, 20182019 was $2,479,000$2,406,000 versus $2,328,000$2,479,000 in the comparable period for 2017,2018, and gross margin percentage of net sales was approximately 43.4%50% for the nine months ended September 30, 2018 and 40.3%43.4% for 2017,2018, respectively. The approximately 6.6% gross profit increase was driven by shipments of new higher gross margin ODM projects.

Selling, general and administrative expenses in the nine months ended September 30, 20182019 totaled $1,654,000$1,712,000 versus $1,618,000$1,654,000 in the comparable period for 2017.2018, an increase of $58,000 or 3.5% over the same period last year.   The $58,000 increase was primarily driven by an increase of $81,000 in salaries primarily for severance pay incurred during the second quarter of 2019, offset by a decrease of $18,000 in professional fees paid for engineering design services.

Interest expense,Other income, net of interestother expenses, in the nine months ended September 30, 2019 was $244,000 versus $106,000 in the comparable period for 2018. Other income was $4,000 for the nine months ended September 30, 2018 versus $29,000 in the comparable period for 2017. The decrease was driven by the reduction of outstanding debt obligations. See Note 4.

Other income, net of other losses, in the nine months ended September 30, 2017 was $106,000 versus $85,000 in the comparable period for 2017. Other income2019 was primarily derived from the gain on sale of our Mexico property of $160,000 and rental income of excess office space at our headquarters in Valencia, CA.

Income tax provision was $5,000$4,000 for the nine months ended September 30, 20182019 versus $3,000$5,000 in 2017,2018, as we do not expect significant taxable income for the year ending December 31, 2018.2019.

Net income was $737,000$955,000 for the nine months ended September 30, 20182019 versus $656,000$737,000 in the comparable period for 2017,2018, an increase of $81,000$236,000 resulting from the reasons discussed above.

Liquidity and Capital Resources

We historically have financedsatisfied our operations with fundsliquidity requirements through cash generated from operating activitiesoperations, short-term commercial loans, subordinated related party promissory notes and borrowings under our revolving credit facility.issuance of equity securities.

Cash flows provided by operating activities were $858,000 and $1,409,000 as opposed to $190,000 in the nine months ended September 30, 20182019 and 2017,2018, respectively. The increasedecrease of $1,219,000$551,000 in cash flows provided by operations compared with the prior period resulted from changes in operating assets and liabilities, primarily from inventory and accounts receivablespayable compared to the prior period.

Cash flows used forprovided by investing activities were $5,000 and $128,000$2,000 for the nine months ended September 30, 20182019 and 2017, respectively.cash flows used in investing activities was $5,000 in the nine months ended September 30, 2018.

Cash flows used for financing activities were $858,000$390,000 and $374,000$858,000 for the nine months ended September 30, 2019 and 2018, respectively. The decrease of $468,000 compared with the prior period was primarily due to $500,000 from payments on notes payable in the prior year and 2017, respectively.

Inventory is includeda $98,000 increase in dividend payments in the current assets; however, it will take over one year for the inventoryyear. The increase to turn. Hence, inventory would not be as readily marketable or liquid as other items included in current assets, such as cash.our cash dividends was based upon our November 2, 2018 announcement that our quarterly cash dividends increased by 20% from $0.025 per share to $0.03 per share.

We believe that funds generated from or used in operations, in addition to existing cash balances and, if necessary, related party short-term loans, 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. Otherwise, we may need to liquidate assets to generate the necessary working capital.

Inventory is included and classified as a current asset. As of September 30, 2019, inventory represented approximately 42% of current assets and 30% of total assets. However, it is likely to take over one year for the inventory to turn and therefore is likely not saleable within a one-year time frame. Hence, inventory would not be as readily marketable or liquid as other items included in current assets, such as cash.

Off-Balance Sheet Arrangements

As of November 14, 2018,September 30, 2019, 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

Our management has evaluated, under the supervision and with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our principal executive and principal financial officers concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting 

There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings. – None

Item 1A. Risk Factors. - Not Applicable

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

Item 3. Defaults Upon Senior Securities. –- None

Item 4. Mine Safety Disclosures.– Not Applicable

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