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 SeptemberJune 30, 20192020

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)

 

California

95-4249240

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 

28040 West Harrison Parkway, Valencia, California

91355-4162

 (Address(Address of principal executive offices)

(Zip Code)

 

(661) 257-6060

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A common stock

TAIT

NASDAQ Capital Market

 

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.

 

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

Class A common stock

TAIT

NASDAQ Capital Market

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

 

Classes of common stock

Outstanding on October 31July 31, 20120920

Class A

4,990,2355,040,235

Class B

762,612

 


 

TAITRON COMPONENTS INCORPORATED

   

INDEX

  

Page

PART I - FINANCIAL INFORMATION

 
   

Item 1.

Financial Statements (Unaudited)

 
 

Condensed Consolidated Balance Sheets

1

 

Condensed Consolidated Statements of Operations and Comprehensive Income

2

 

Condensed Consolidated Statements of Shareholders' Equity

3

 

Condensed Consolidated Statements of Cash Flows

4

 

Notes to Condensed Consolidated Financial Statements

5

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

9

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

12

Item 4.

Controls and Procedures

12

 

  

 

PART II - OTHER INFORMATION

 
   

Item 1.

Legal proceedings

13

Item 1A.

Risk Factors

13

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

13

Item 3.

Defaults Upon Senior Securities

13

Item 4.

Mine Safety Disclosures

13

Item 5.

Other Information

13

Item 6.

Exhibits

1314

 

Signatures

1415

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements (Unaudited)

 

TAITRON COMPONENTS INCORPORATED

 

Condensed Consolidated Balance Sheets

 

 

September 30,

  

December 31,

  

June 30,

  

December 31,

 
 

2019

  

2018

  

2020

  

2019

 

Assets

 

(Unaudited)

      

(Unaudited)

     

Current assets:

                

Cash and cash equivalents

 $4,969,000  $4,494,000  $5,880,000  $5,313,000 

Accounts receivable, less allowances of $40,000 and $38,000, respectively

  750,000   901,000 

Inventories, less reserves for obsolescence of $7,319,000, and $7,189,000, respectively (Note 2)

  4,207,000   4,597,000 

Accounts receivable, less allowances of $19,000

  563,000   1,022,000 

Inventories, less reserves for obsolescence of $6,144,000, and $5,893,000, respectively (Note 2)

  3,719,000   3,588,000 

Prepaid expenses and other current assets

  90,000   67,000   109,000   85,000 

Total current assets

  10,016,000   10,059,000   10,271,000   10,008,000 

Property and equipment, net

  3,435,000   3,710,000   3,307,000   3,386,000 

Other assets (Note 3)

  398,000   212,000   206,000   205,000 

Total assets

 $13,849,000  $13,981,000  $13,784,000  $13,599,000 
                

Liabilities and Equity

                

Current liabilities:

                

Accounts payable

 $388,000  $972,000  $690,000  $462,000 

Accrued liabilities

  298,000   311,000   244,000   322,000 

Total current & total liabilities

  686,000   1,283,000 

Total current and total liabilities

  934,000   784,000 

Long-term debt (Note 5)

  163,000   - 

Total Liabilities

  1,097,000   784,000 
                

Commitments and contingencies (Note 6 )

        

Commitments and contingencies (Note 6)

        
                

Equity:

                

Shareholders's 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;

4,990,235 and 4,867,235 shares issued and outstanding, respectively

  5,000   5,000 

Class A common stock, $0.001 par value. Authorized 20,000,000 shares;

5,040,235 and 4,990,235 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   1,000   1,000 

Additional paid-in capital

  10,952,000   10,812,000   11,031,000   10,959,000 

Accumulated other comprehensive income

  43,000   128,000   33,000   38,000 

Retained earnings

  2,062,000   1,656,000   1,517,000   1,712,000 

Total shareholders’ equity - Taitron Components Inc

  13,063,000   12,602,000   12,587,000   12,715,000 

Noncontrolling interest in subsidiary

  100,000   96,000   100,000   100,000 

Total equity

  13,163,000   12,698,000   12,687,000   12,815,000 

Total liabilities and equity

 $13,849,000  $13,981,000  $13,784,000  $13,599,000 

 

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

 

1

 

TAITRON COMPONENTS INCORPORATED

 

Condensed Consolidated Statements of Operations and Comprehensive Income

 

 

Three Months Ended September 30,

  

Nine Months Ended September 30,

  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2019

  

2018

  

2020

  

2019

  

2020

  

2019

 
 

(Unaudited)

  

(Unaudited)

  

(Unaudited)

  

(Unaudited)

  

(Unaudited)

  

(Unaudited)

  

(Unaudited)

  

(Unaudited)

 
                                

Net product revenue

 $1,658,000  $1,902,000  $4,814,000  $5,707,000  $1,303,000  $1,772,000  $2,775,000  $3,156,000 

Cost of products sold

  770,000   1,056,000   2,408,000   3,228,000   684,000   937,000   1,485,000   1,638,000 

Gross profit

  888,000   846,000   2,406,000   2,479,000   619,000   835,000   1,290,000   1,518,000 
                                

Selling, general and administrative expenses

  566,000   544,000   1,712,000   1,654,000   519,000   616,000   1,117,000   1,146,000 

Operating income

  322,000   302,000   694,000   825,000   100,000   219,000   173,000   372,000 
                                

Interest income(expense), net

  7,000   -   21,000   (4,000)

Loss on investments

  -   (50,000)  -   (185,000)

Interest income, net

  10,000   7,000   21,000   14,000 

Other income, net

  188,000   29,000   244,000   106,000   10,000   31,000   17,000   56,000 

Income before income taxes

  517,000   281,000   959,000   742,000   120,000   257,000   211,000   442,000 
                                

Income tax provision

  (2,000)  (2,000)  (4,000)  (5,000)  (1,000)  (1,000)  (2,000)  (2,000)
                                

Net income

  515,000   279,000   955,000   737,000   119,000   256,000   209,000   440,000 

Net income(loss) attributable to noncontrolling interests

  37,000   (2,000)  33,000   (6,000)

Net loss attributable to noncontrolling interests

  -   (2,000)  -   (4,000)

Net income attributable to Taitron Components Inc.

 $478,000  $281,000  $922,000  $743,000  $119,000  $258,000  $209,000  $444,000 
                                
                

Net income per share: Basic

 $0.08  $0.05  $0.16  $0.13  $0.02  $0.05  $0.04  $0.08 

Net income per share: Diluted

 $0.08  $0.05  $0.16  $0.13 

Diluted

 $0.02  $0.04  $0.04  $0.08 

Cash dividends declared per common share

 $0.030  $0.025  $0.090  $0.075  $0.035  $0.030  $0.070  $0.060 
                                

Weighted average common shares outstanding: Basic

  5,752,847   5,615,347   5,714,680   5,586,791   5,800,347   5,726,347   5,787,014   5,695,597 

Weighted average common shares outstanding: Diluted

  5,825,847   5,741,474   5,826,680   5,702,456 

Diluted

  5,849,347   5,827,347   5,849,014   5,807,597 
                
                                

Net income

 $515,000  $279,000  $955,000  $737,000  $119,000  $256,000  $209,000  $440,000 

Other comprehensive income:

                                

Foreign currency translation adjustment

  (100,000)  (8,000)  (85,000)  (6,000)  (5,000)  2,000   (5,000)  15,000 

Comprehensive income

  415,000   271,000   870,000   731,000   114,000   258,000   204,000   455,000 

Comprehensive income(loss) attributable to noncontrolling interests

  9,000   (2,000)  4,000   (5,000)

Comprehensive loss attributable to noncontrolling interests

  -   (2,000)  -   (5,000)

Comprehensive income attributable to Taitron Components Inc.

 $406,000  $273,000  $866,000  $736,000  $114,000  $260,000  $204,000  $460,000 

 

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

 

2

 

TAITRON COMPONENTS INCORPORATED

 

Condensed Consolidated Statements of Shareholders’ Equity

 

                     

Accumulated

              
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Accumulated

             
 

Common Stock

   Additional  

Other

          

Total

  

Common Stock

  Additional  

Other

             
 

Class A

  

Class B

  

Paid-in

  Comprehensive  

Retained

  

Noncontrolling

  

Shareholders’

  

Class A

  

Class B

  

Paid-in

  Comprehensive  

Retained

  

Noncontrolling

  

Total

 
 

Shares

  

Amount

  

Shares

  

Amount

  

capital

  

Income (Loss)

  

Earnings

  

Interest in Sub

  

Equity

  

Shares

  

Amount

  

Shares

  

Amount

  

capital

  

Income (Loss)

  

Earnings

  

Interest in Sub

  

Equity

 
                                                                        
Three months ending March 31, 2019, June 30, 2019 and September 30, 2019 (unaudited):              
Three months ending March 31, 2020 and June 30, 2020 (unaudited)                                    

Balance at December 31, 2019

  4,990,235  $5,000   762,612  $1,000  $10,959,000  $38,000  $1,712,000  $100,000  $12,815,000 

Consolidated net income

  -   -   -   -   -   -   90,000   -   90,000 

Exercise stock options

  45,000   -   -   -   54,000   -   -   -   54,000 

Amortization of stock based compensation

  -   -   -   -   6,000   -   -   -   6,000 

Cash dividends

  -   -   -   -   -   -   (201,000)  -   (201,000)

Balance at March 31, 2020

  5,035,235  $5,000   762,612  $1,000  $11,019,000  $38,000  $1,601,000  $100,000  $12,764,000 

Consolidated net income

  -   -   -   -   -   -   119,000   -   119,000 

Other comprehensive loss

  -   -   -   -   -   (5,000)  -   -   (5,000)

Exercise stock options

  5,000   -   -   -   5,000   -   -   -   5,000 

Amortization of stock based compensation

  -   -   -   -   7,000   -   -   -   7,000 

Cash dividends

  -   -   -   -   -   -   (203,000)  -   (203,000)

Balance at June 30, 2020

  5,040,235  $5,000   762,612  $1,000  $11,031,000  $33,000  $1,517,000  $100,000  $12,687,000 
                                    
Three months ending March 31, 2019 and June 30, 2019 (unaudited):                                    

Balance at December 31, 2018

  4,867,235  $5,000   762,612  $1,000  $10,812,000  $128,000  $1,656,000  $96,000  $12,698,000   4,867,235  $5,000   762,612  $1,000  $10,812,000  $128,000  $1,656,000  $96,000  $12,698,000 

Consolidated net income (loss)

  -   -   -   -   -   -   186,000   (2,000)  184,000   -   -   -   -   -   -   186,000   (2,000)  184,000 

Other comprehensive income(loss)

  -   -   -   -   -   13,000   -   (1,000)  12,000   -   -   -   -   -   13,000   -   (1,000)  12,000 

Exercise stock options

  70,000   -   -   -   76,000   -   -   -   76,000   70,000   -   -   -   76,000   -   -   -   76,000 

Amortization of stock based compensation

  -   -   -   -   4,000   -   -   -   4,000   -   -   -   -   4,000   -   -   -   4,000 

Cash dividends

  -   -   -   -   -   -   (171,000)  -   (171,000)  -   -   -   -   -   -   (171,000)  -   (171,000)

Balance at March 31, 2019

  4,937,235  $5,000   762,612  $1,000  $10,892,000  $141,000  $1,671,000  $93,000  $12,803,000   4,937,235  $5,000   762,612  $1,000  $10,892,000  $141,000  $1,671,000  $93,000  $12,803,000 

Consolidated net income (loss)

  -   -   -   -   -   -   258,000   (2,000)  256,000   -   -   -   -   -   -   258,000   (2,000)  256,000 

Other comprehensive income

  -   -   -   -   -   2,000   -   -   2,000   -   -   -   -   -   2,000   -   -   2,000 

Exercise stock options

  53,000   -   -   -   50,000   -   -   -   50,000   53,000   -   -   -   50,000   -   -   -   50,000 

Amortization of stock based compensation

  -   -   -   -   5,000   -   -   -   5,000   -   -   -   -   5,000   -   -   -   5,000 

Cash dividends

  -   -   -   -   -   -   (172,000)  -   (172,000)  -   -   -   -   -   -   (172,000)  -   (172,000)

Balance at June 30, 2019

  4,990,235  $5,000   762,612  $1,000  $10,947,000  $143,000  $1,757,000  $91,000  $12,944,000   4,990,235  $5,000   762,612  $1,000  $10,947,000  $143,000  $1,757,000  $91,000  $12,944,000 

Consolidated net income

  -   -   -   -   -   -   478,000   37,000   515,000 

Other comprehensive loss

  -   -   -   -   -   (100,000)  -   (28,000)  (128,000)

Amortization of stock based compensation

  -   -   -   -   5,000   -   -   -   5,000 

Cash dividends

  -   -   -   -   -   -   (173,000)  -   (173,000)

Balance at September 30, 2019

  4,990,235  $5,000   762,612  $1,000  $10,952,000  $43,000  $2,062,000  $100,000  $13,163,000 
                                    
Three months ending March 31, 2018, June 30, 2018 and September 30, 2018 (unaudited):              

Balance at December 31, 2017

  4,808,235  $5,000   762,612  $1,000  $10,744,000  $144,000  $867,000  $100,000  $11,861,000 

Consolidated net income (loss)

  -   -   -   -   -   -   61,000   (2,000)  59,000 

Other comprehensive income (loss)

  -   -   -   -   -   (7,000)  -   1,000   (6,000)

Amortization of stock based compensation

  -   -   -   -   1,000   -   -   -   1,000 

Cash dividends

  -   -   -   -   -   -   (139,000)  -   (139,000)

Balance at March 31, 2018

  4,808,235  $5,000   762,612  $1,000  $10,745,000  $137,000  $789,000  $99,000  $11,776,000 

Consolidated net income (loss)

  -   -   -   -   -   -   401,000   (2,000)  399,000 

Other comprehensive income

  -   -   -   -   -   9,000   -   -   9,000 

Exercise stock options

  20,000   -   -   -   18,000   -   -   -   18,000 

Amortization of stock based compensation

  -   -   -   -   1,000   -   -   -   1,000 

Cash dividends

  -   -   -   -   -   -   (139,000)  -   (139,000)

Balance at June 30, 2018

  4,828,235  $5,000   762,612  $1,000  $10,764,000  $146,000  $1,051,000  $97,000  $12,064,000 

Consolidated net income (loss)

  -   -   -   -   -   -   281,000   (2,000)  279,000 

Other comprehensive loss

  -   -   -   -   -   (8,000)  -   -   (8,000)

Exercise stock options

  39,000   -   -   -   42,000   -   -   -   42,000 

Amortization of stock based compensation

  -   -   -   -   -   -   -   -   - 

Cash dividends

  -   -   -   -   -   -   (138,000)  -   (138,000)

Balance at September 30, 2018

  4,867,235  $5,000   762,612  $1,000  $10,806,000  $138,000  $1,194,000  $95,000  $12,239,000 

 

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

 

3

 

 TAITRON COMPONENTS INCORPORATED

 

Condensed Consolidated Statements of Cash Flows

 

 

Nine Months Ended September 30,

  

Six Months Ended June 30,

 
 

2019

  

2018

  

2020

  

2019

 
 

(Unaudited)

  

(Unaudited)

  

(Unaudited)

  

(Unaudited)

 

Operating activities:

                

Net income

 $955,000  $737,000  $209,000  $440,000 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

        

Depreciation and amortization

  124,000   121,000   86,000   82,000 

Provision for sales returns and doubtful accounts

  4,000   3,000   5,000   4,000 

Stock based compensation

  14,000   2,000   13,000   9,000 

Loss on investments

  -   185,000 

Gain on sale of assets

  (160,000)  - 

Changes in assets and liabilities:

                

Accounts receivable

  147,000   255,000   454,000   (176,000)

Inventories

  390,000   252,000   (131,000)  241,000 

Prepaid expenses and other current assets

  (23,000)  4,000   (24,000)  (43,000)

Accounts payable

  (584,000)  (137,000)  228,000   (519,000)

Accrued liabilities

  (13,000)  (25,000)  (78,000)  (40,000)

Other assets and liabilities

  4,000   12,000   (1,000)  (1,000)

Total adjustments

  (97,000)  672,000   552,000   (443,000)

Net cash provided by operating activities

  858,000   1,409,000 

Net cash provided by (used for) operating activities

  761,000   (3,000)
                

Investing activities:

                

Acquisition of property and equipment

  (12,000)  (5,000)  (7,000)  (5,000)

Proceeds from sale of assets

  200,000   - 

Payment for investment in convertible securities

  (186,000)  -   -   (186,000)

Net cash provided by (used for) investing activities

  2,000   (5,000)

Net cash used for investing activities

  (7,000)  (191,000)
                

Financing activities:

                

Payments on notes payable

  -   (500,000)

Proceeds from notes payable to bank

  163,000   - 

Dividend payments

  (516,000)  (418,000)  (404,000)  (343,000)

Proceeds from stock options exercised

  126,000   60,000   59,000   126,000 

Net cash used for financing activities

  (390,000)  (858,000)  (182,000)  (217,000)
                

Impact of exchange rates on cash

  5,000   (6,000)  (5,000)  15,000 
                

Net increase in cash and cash equivalents

  475,000   540,000 

Net increase (decrease) in cash and cash equivalents

  567,000   (396,000)

Cash and cash equivalents, beginning of period

  4,494,000   3,250,000   5,313,000   4,494,000 

Cash and cash equivalents, end of period

 $4,969,000  $3,790,000  $5,880,000  $4,098,000 
                

Supplemental disclosures of cash flow information:

                

Cash paid for interest

 $-  $9,000  $-  $- 

Cash paid for income taxes, net

 $3,000  $3,000  $-  $3,000 

 

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

 

4

 

TAITRON COMPONENTS INCORPORATED

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Overview of Business

 

In 1989, we were formedWe are primarily a supplier of original designed and manufactured (ODM) electronic components (“ODM Components”) with our product offerings ranging from discrete semiconductors through small electronic devices. Our products include value-added engineering and turn-key solutions, focusing on providing contract electronic manufacturers (CEMs) and original equipment manufacturers (OEMs) with ODM products for their multi-year turn-key projects (“ODM Projects”). We also distribute brand name electronic components with a vast inventory available on hand. We are incorporated in California.California and were originally formed in 1989. We maintain a majority-owned subsidiary in Mexico (since 1998)(our Mexico sales and two divisions in each of Taiwan (since 1997) and China (since 2005). Our Mexico locationdistribution operations closed all operations in May 2013 (finaland final Mexico entity closure is planned for the fourththird quarter of 2019)2020) and ourdivisions in Taiwan and China locations are for supporting overseas customers, inventory sourcing, purchaseswhich were established in 1998, 1996 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.2005, respectively.

 

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, 2018.2019. 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.

 

New Accounting Pronouncements

 

In February 2016,December 2019, the FASBFinancial Accounting Standards Board (FASB) issued a newAccounting Standards Update (ASU) 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting standard on leasing.for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The new standardpronouncement also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 will require companies to record most leased assets and liabilities onbe effective for us beginning in the balance sheet, and also proposes a dual model for recognizing expense. This guidance was effective in our first quarter of 2019.fiscal 2021, with early adoption permitted. We have evaluatedare still evaluating the impact of adopting this guidance and the adoption of these accounting changeswill have not impacted our assets and liabilities nor our net income or equity, as we currently do not lease any assets.

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 was effective in our first quarter of 2019. The adoption of this guidance has not had a material effect on our consolidated financial statements.

5

Index

 

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.

 

5

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 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 SeptemberJune 30, 20192020 and December 31, 2018.2019.

 

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.

 

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2019

  

2018

  

2019

  

2018

 

Primary geographical markets:

                

United States

 $1,509,000  $1,622,000  $4,186,000  $5,003,000 

Asia

  145,000   257,000   610,000   627,000 

Other

  4,000   23,000   18,000   77,000 
   1,658,000   1,902,000   4,814,000   5,707,000 

Major product lines:

                

ODM projects

 $1,103,000  $1,006,000  $2,705,000  $3,077,000 

ODM components

  539,000   719,000   2,018,000   2,147,000 

Distribution components

  16,000   177,000   91,000   483,000 
   1,658,000   1,902,000   4,814,000   5,707,000 

Timing of revenue recognition:

                

Products transferred at a point in time

 $1,658,000  $1,902,000  $4,814,000  $5,707,000 

6

Index
  

Three Months Ended June 30,

  

Six Months Ended June 30,

 
  

2020

  

2019

  

2020

  

2019

 

Primary geographical markets:

                

United States

 $1,179,000  $1,544,000  $2,498,000  $2,663,000 

Asia

  119,000   220,000   267,000   479,000 

Other

  5,000   8,000   10,000   14,000 
   1,303,000   1,772,000   2,775,000   3,156,000 

Major product lines:

                

ODM projects

 $779,000  $991,000  $1,568,000  $1,588,000 

ODM components

  505,000   749,000   1,143,000   1,492,000 

Distribution components

  19,000   32,000   64,000   76,000 
   1,303,000   1,772,000   2,775,000   3,156,000 

Timing of revenue recognition:

                

Products transferred at a point in time

 $1,303,000  $1,772,000  $2,775,000  $3,156,000 

 

2INVENTORY

 

Inventory, consisting principally of products held for resale, is recorded at the lower of cost (determined using the first in-first out method) orand net realizable value. We had inventory balances in the amount of $4,207,000$3,719,000 and $4,597,000$3,588,000 at SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively, which is presented net of valuation allowances of $7,319,000$6,144,000 and $7,189,000,$5,893,000, 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 orand 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.

 

6

3 – OTHER ASSETS

 

  

Investment in securities - Zowie Technology

  

Other

  

Other Assets Total

 
             

Balance at December 31, 2018

 $193,000  $19,000  $212,000 

Investment

  186,000   -   186,000 

Balance at September 30, 2019

 $379,000  $19,000  $398,000 
  

Investment in securities - Zowie Technology

  

Other

  

Other Assets Total

 
             

Balance at December 31, 2019

 $186,000  $19,000  $205,000 

Other changes

  -   1,000   1,000 

Balance at June 30, 2020

 $186,000  $20,000  $206,000 

 

Our $379,000$186,000 investment in securities as of SeptemberJune 30, 20192020 relates to the following investments in317,428 shares of preferred convertible debt of Zowie Technology (“ZT”)Corporation (Taipei Hsien, Taiwan), a supplier of electronic component products, located in Taipei City, Taiwan R.O.C.:

(a)

$193,000 relates to 1,322,552 common shares of ZT and represents approximately 9% of their total outstanding shares although we do not have significant influence or control.

(b)

$186,000 relates to 317,428 shares of preferred convertible debt of ZT with our option after 3 (three) years to convert the investment into common stock or refundable bearing 7% annual interest rate.

Both investments in ZT arewith our option after three (3) years to convert into common stock or refundable bearing 7% annual interest rate. Our investment represents approximately 7.9% of their total outstanding shares, although we do not have significant influence or control. This investment is accounted for under the cost (plus impairment) basis of accounting.accounting, however when facts and circumstances indicate that the carrying value of this asset may not be recoverable, we recognize an impairment loss. The impairment loss recognized is the amount by which the carrying amount exceeds the estimated fair value. In the fourth quarter ending December 31, 2019, based on our estimated valuation assessment, we recognized an impairment loss of $193,000.

 

4RELATED 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 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, 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 $9,000 for the nine months ended September 30, 2019 and 2018, respectively.

7

Index

5 – 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 (3) equal annual installments beginning one (1) year from the date of grant and are subject to termination provisions as defined in our 2005 Stock Incentive Plan and 2018 Omnibus Incentive Plan (collectively referred to as “the Plans”). The Options activity during the ninesix months ended SeptemberJune 30, 20192020 is as follows:

 

  

Number of Shares

  

Weighted Average Exercise Price

  

Weighted Average Years Remaining Contractual Term

  

Aggregate Intrinsic Value

 
                 

Outstanding at December 31, 2018

  453,000  $1.35   5.0  $182,000 

Grants

  52,500  $2.78   8.0   - 

Exercised

  (123,000)  1.03   -   - 

Forfeited

  (1,000)  0.84   -   - 

Outstanding at September 30, 2019

  381,500  $1.65   5.8  $428,000 

Exercisable at September 30, 2019

  114,000  $1.05   3.3  $192,000 
  

Number of Shares

  

Weighted Average Exercise Price

  

Weighted Average Years Remaining Contractual Term

  

Aggregate Intrinsic Value

 
                 

Outstanding at December 31, 2019

  381,500  $1.65   5.6  $429,000 

Exercised

  (50,000)  1.18         

Forfeited

  (55,000)  1.36         

Outstanding at June 30, 2020

  276,500  $1.80   5.5  $220,000 

Exercisable at June 30, 2020

  96,000  $1.44   4.3  $81,000 

 

At SeptemberJune 30, 2019,2020, the range of individual outstanding weighted average exercise prices was $1.02 to $2.68.$2.68 and the unamortized compensation expense was approximately $46,000.

 

65LONG-TERM DEBT

On April 27, 2020 we received loan proceeds in the amount of $163,200 from the Small Business Administration under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loans and accrued interest are forgivable after twenty-four (24) weeks as long as the loan proceeds are used for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The amount of loan forgiveness may be reduced if we terminate, lay-off or furlough employees or reduce salaries during the period.

7

Any unforgiven portion of the PPP loan is payable over two (2) years at an interest rate of 1%, with a deferral of payments for the first six (6) months. We intend to use the proceeds for purposes consistent with the PPP. While we currently believe that our use of the loan proceeds will meet the conditions for forgiveness of the loan, we cannot ensure that we will receive forgiveness of the loan, in whole or in part.

6 – COMMITMENTS AND CONTINGENCIES

 

Inventory Purchasing

Outstanding commitments to purchase inventory from suppliers aggregated $980,000approximately $1,800,000 as of SeptemberJune 30, 2019.2020.

 

7SUBSEQUENT EVENTS

We have evaluated subsequent events through August 14, 2020, the date on which the accompanying condensed consolidated financial statements were available to be issued. Based upon its evaluation, management has determined that no subsequent events have occurred that would require recognition in the accompanying condensed consolidated financial statements or disclosures in the notes thereto, except as follows:

During the first and second quarters of 2020, we experienced increased costs associated with our logistics operations, and shipping delays. Our suppliers and customers were also negatively impacted, including delays in the production and export of products. The impact to our customers may also result in an increase in past due accounts receivable. To mitigate the impact of novel coronavirus 2019 (“COVID-19”), we have taken measures to promote the safety and security of our employees while complying with various government mandates, including work-from-home arrangements and social-distancing initiatives to reduce the transmission of COVID-19.

The COVID-19 pandemic has had a negative impact on our results of operations and financial performance for the first and second quarters of 2020, and we expect it will continue to have a negative impact on our revenue, earnings and cash flows in the third quarter of 2020 and possibly into 2021. Accordingly, current results and financial condition discussed herein may not be indicative of future operating results and trends.

 

8

 

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 1 of 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, 20189.

 

ThisThis document containscontains forward-looking statementsas defined inwithin the Privatemeaning of Section 27A of the Securities Litigation Reform Act of 1995 which are subject1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the financial condition, results of operations and business of the Company.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. uncertaintiesWe do not , including the risks described in our Annual Report on Form 10-K for the year ended December 31, 2019 and other reports we file with the Securities and Exchange Commission. Except as required by law, we undertake any duty no obligation 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.statements.

 

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.requires.

 

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 both the three months ended SeptemberJune 30, 2020 and 2019 and 2018 were $0 and $2,000, respectively$1,000 and for the ninesix months ended SeptemberJune 30, 2020 and 2019 were $5,000 and 2018 were $4,000, and $5,000, respectively. The allowance for sales returns and doubtful accounts at SeptemberJune 30, 20192020 and December 31, 20182019 aggregated $40,000 and $38,000, respectively.$19,000.

 

Inventory – Inventory, consisting principally of products held for resale, is recorded at the lower of cost (determined using the first in-first out method) orand net realizable value. We had inventory balances in the amount of $4,207,000$3,719,000 and $4,597,000$3,588,000 at SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively, which is presented net of valuation allowances of $7,319,000$6,144,000 and $7,189,000,$5,893,000, 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. 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 (custom made small devices) for our OEM and CEM customer’s multi-year turn-key projects. We also distribute discrete semiconductors, commodity Integrated Circuits (ICs), optoelectronic devicesODM components (private labeled electronic components) and passive components to othername brand electronic distributors, CEMs and OEMs, who incorporate them in their products.components.

 

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.

 

9

 

In accordance with generally accepted accounting principles, we have classified inventory as a current asset in our SeptemberJune 30, 2019,2020, condensed consolidated financial statements representing approximately 42%36.2% of current assets and 30%27% 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

 

Significant Risks and Uncertainties

On January 30, 2020, the World Health Organization declared the novel coronavirus 2019 (“COVID-19”) outbreak to constitute a “Public Health Emergency of International Concern.” The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving and many countries, including the United States, have reacted by instituting quarantines, mandating business and school closures and restricting travel. The extent of the impact of COVID-19 on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, impact on our customers, employees and vendors all of which are uncertain and cannot be predicted. At this point, the extent to which COVID-19 may impact our financial condition or results of operations is uncertain.

During the second quarter of fiscal 2020, we continued to experience increased costs associated with our logistics operations, and shipping delays. Our suppliers and customers were also negatively impacted, including delays in the production and export of products. The impact to our customers may also result in an increase in past due accounts receivable. To mitigate the impact of COVID-19, we have taken measures to promote the safety and security of our employees while complying with various government mandates, including work-from-home arrangements and social-distancing initiatives to reduce the transmission of COVID-19.

The COVID-19 pandemic has had a negative impact on our results of operations and financial performance for the second quarter of 2020, and we expect it will continue to have a negative impact on our revenue, earnings and cash flows in the third quarter of 2020 and possibly into 2021. Accordingly, current results and financial condition discussed herein may not be indicative of future operating results and trends. See the Risk Factors included in our Annual report on Form 10-K for the year ended December 31, 2019 as filed with the Securities and Exchange Commission as well as the additional Risk Factor included in Part II—Item 1A of this quarterly report regarding the impacts of the COVID-19 outbreak.

ThirdSecond quarter of 20120920 versus 20189.

 

Net sales in the thirdsecond quarter of 20192020 totaled $1,658,000$1,303,000 versus $1,902,000$1,772,000 in the comparable period for 2018,2019, a decrease of $244,000$469,000 or 12.8%26.5% over the same period last year. The decrease was primarily driven by a decrease of ODM project sales volume.

 

Gross profit for the thirdsecond quarter of 20192020 was $888,000$619,000 versus $846,000$835,000 in the comparable period for 2018,2019, and gross margin percentage of net sales was 53.6%47.5% in the thirdsecond quarter of 20192020 versus 44.5%47.1% in the comparable period for 2018. The approximately 9.1% gross profit margin increase were driven by shipments of higher gross margin ODM projects despite the lower sales volume.2019.

 

Selling, general and administrative expenses in the thirdsecond quarter of 20192020 totaled $566,000$519,000 versus $544,000$616,000 in the comparable period for 2018.2019. The $22,000 increase$97,000 decrease was primarily driven by an increase in salaries.lower salaries and personnel related costs.

 

Other income, net of other expense, in the thirdsecond quarter of 20192020 was $188,000$10,000 versus $29,000$31,000 in the comparable period for 2018.2019. 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.California and our Shanghai, China office.

 

Income tax provision was $2,000$1,000 for the both the thirdsecond quarter of 20192020 and 2018,2019, as we do not expect significant taxable income for the year ending December 31, 2019.2020.

10

 

Net income was $515,000$119,000 for the thirdsecond quarter of 20192020 versus $279,000$256,000 in the comparable period for 2018, an increase2019, a decrease of $236,000$137,000 resulting from the reasons discussed above.

 

NineSix Months Ended June 30, 2020 versus Six Months Ended September June 30, 2019 versus Nine Months Ended September 30, 2018.

 

Net sales in the ninesix months ended SeptemberJune 30, 20192020 was $4,814,000$2,775,000 versus $5,707,000$3,156,000 in the comparable period for 2018,2019, a decrease of $893,000$381,000 or 15.6%12.1% over the same period last year. The decrease was driven by a decrease of ODM project sales volume.

 

Gross profit for the ninesix months ended SeptemberJune 30, 20192020 was $2,406,000$1,290,000 versus $2,479,000$1,518,000 in the comparable period for 2018,2019, and gross margin percentage of net sales was approximately 50%46.5% for the ninesix months ended SeptemberJune 30, 20182020 and 43.4%48.1% for 2018,2019, 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 ninesix months ended SeptemberJune 30, 20192020 totaled $1,712,000$1,117,000 versus $1,654,000$1,146,000 in the comparable period for 2018, an increase2019, a decrease of $58,000 or 3.5%$29,000 over the same period last year. The $58,000 increase$29,000 decrease was primarily driven by an increase of $81,000 inlower 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.and personnel related costs.

 

Other income, net of other expenses, in the ninesix months ended SeptemberJune 30, 20192020 was $244,000$17,000 versus $106,000$56,000 in the comparable period for 2018.2019. Other income for the nine 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.California and our Shanghai, China office.

10

Index

 

Income tax provision was $4,000$2,000 for the ninesix months ended SeptemberJune 30, 2019 versus $5,000 in 2018,and 2019, as we do not expect significant taxable income for the year ending December 31, 2019.2020.

 

Net income was $955,000$209,000 for the ninesix months ended SeptemberJune 30, 20192020 versus $737,000$440,000 in the comparable period for 2018, an increase2019, a decrease of $236,000$231,000 resulting from the reasons discussed above.

 

Liquidity and Capital Resources

 

We historically have satisfied our liquidity requirements through cash generated from operations, short-term commercial loans, subordinated related party promissory notes and issuance of equity securities.

 

Cash flows provided by operating activities were $858,000 and $1,409,000$761,000 as opposed to $3,000 used for in the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively. The decreaseincrease of $551,000$764,000 in cash flows provided by operations compared with the prior period resulted from changes in operating assets and liabilities, primarily from inventoryaccounts receivable and accounts payable compared to the prior period.

 

Cash flows provided byused for investing activities were $2,000$7,000 and $191,000 for the ninesix months ended SeptemberJune 30, 2020 and 2019, and cash flows usedrespectively. The decrease of $184,000 compared with the prior period was primarily due to our $186,000 investment in investing activities was $5,000 in the nine months ended September 30, 2018.convertible securities (see Note 3).

 

Cash flows used for financing activities were $390,000$182,000 and $858,000$217,000 for the ninesix months ended SeptemberJune 30, 20192020 and 2018,2019, respectively. The decrease of $468,000$35,000 compared with the prior period was primarily due to $500,000 from payments on notes payable in the prior yearloan proceeds (see Note 5) and a $98,000 increase instock options exercised, offset by increased cash dividend payments in the current year.of $61,000. The increase to our cash dividends was based upon our November 2, 20181, 2019 announcement that our quarterly cash dividends increased by 20%16.7% from $0.025$0.03 per share to $0.03$0.035 per share.

 

We believe that funds generated from operations, 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 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 SeptemberJune 30, 2019,2020, inventory represented approximately 42%36.2% of current assets and 30%27% of total assets. However, it is likely to take over one (1) year for the inventory to turn and therefore is likely not saleable within a one-yearthis time frame. Hence, inventory would not be as readily marketable or liquid as other items included in current assets, such as cash.

 

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Off-Balance Sheet Arrangements

 

As of SeptemberJune 30, 2019,2020, we had no off-balance sheet arrangements.

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Index

 

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.

 

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings. – None

In the ordinary course of business, we may become involved in legal proceedings from time to time. As of the date of this report, we are not aware of any material pending legal proceedings.

 

Item 1A. Risk Factors. - Not Applicable

The discussion of our business and operations should be read together with the risk factor set forth below and the risk factors contained in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019, which describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner. Other than the additional risk factor set forth below, as of August 14, 2020, there have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2019.

The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains, impacted the operations of our business partners and negatively impacted our operations and financial results.

The COVID-19 outbreak has negatively impacted the global economy, disrupted global supply chains, constrained workforce participation due to travel restrictions and quarantine orders, disrupted logistics and distribution systems, and created significant volatility and disruption of financial markets. As a result, this pandemic has negatively impacted our operations and those of our customers and suppliers, and heightened the risks of customer bankruptcies, customer delayed payments, restrictions on access to financial markets and other risk factors described in our Annual Report. While we have not yet experienced any material disruption to our supply chain and our headquarters and main distribution warehouse remains operational under business continuity plans, we have experienced increased logistics costs, lower product demand, longer lead times, and shipping delays. To mitigate the impact of COVID-19, we have implemented business continuity plans, with a focus on employee safety and mitigation of business disruptions. As the scope and duration of the COVID-19 outbreak is unknown and the extent of its economic impact continues to evolve globally, there is significant uncertainty related to the ultimate impact that it will have on our business, our employees, results of operations and financial condition.

Tariffs may result in increased prices and could adversely affect the company's business and results of operations.

Recently, the U.S. government imposed tariffs on certain products imported into the U.S. and the Chinese government imposed tariffs on certain products imported into China, which have increased the prices of many of the products that the company purchases from its suppliers. The tariffs, along with any additional tariffs or trade restrictions that may be implemented by the U.S., China or other countries, could result in further increased prices. While the company intends to pass price increases on to its customers, the effect of tariffs on prices may impact sales and results of operations. Retaliatory tariffs imposed by other countries on U.S. goods have not yet had a significant impact, but the company cannot predict further developments. The tariffs and the additional operational costs incurred in minimizing the number of products subject to the tariffs could adversely affect the operating profits of the company and customer demand for certain products which could have an adverse effect on the company’s business and results of operations.

 

Item 2. Unregistered SalesUnregistered Sales of Equity Securities and Use of Proceeds. - NoneNone.

 

Item 3. Defaults Upon Senior Securities. - NoneNone.

 

Item 4. Mine Safety Disclosures. Not ApplicableApplicable.

 

Item 5. Other Information. - NoneNone.

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Item 6. Exhibits.

 

Exhibit

Number

Description of Document

31.1 *

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 *

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32 *** Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 USC. Section 1350).

101.INS*

XBRL Instance Document

101.SCH*

XBRL Taxonomy Extension Schema

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase

101.DEF*

XBRL Taxonomy Extension Definition Linkbase

101.LAB*

XBRL Taxonomy Extension Label Linkbase

101.PRE*

 

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

   

*

 

Filed herewith.

**

Furnished herewith.

 

13
14

 

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: November 14, 2019 

TAITRON COMPONENTS INCORPORATED

Date: August 14, 2020

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)

 

 

 


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