UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
or
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
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(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 |
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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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
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 ☐ |
| 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 ☐
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 31, 2021 |
Class A | |
Class B | |
TAITRON COMPONENTS INCORPORATED |
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INDEX |
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Page |
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PART I - FINANCIAL INFORMATION |
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Item 1. |
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1 |
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Condensed Consolidated Statements of Operations and Comprehensive Income |
2 |
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3 |
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4 |
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5 |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
9 |
Item 3. |
12 |
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Item 4. |
12 |
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PART II - OTHER INFORMATION |
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Item 1. |
13 |
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Item 1A. |
13 |
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Item 2. |
13 |
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Item 3. |
13 |
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Item 4. |
13 |
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Item 5. |
13 |
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Item 6. |
14 |
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15 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
TAITRON COMPONENTS INCORPORATED
Condensed Consolidated Balance Sheets
September 30, |
December 31, |
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2021 |
2020 |
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Assets |
(Unaudited) |
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Current assets: |
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Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, less allowances of $ |
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Short-term investments (Note 2) |
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Inventories, less reserves for obsolescence of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Other assets (Note 4) |
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Total assets |
$ | $ | ||||||
Liabilities and Equity |
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Current liabilities: |
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Accounts payable |
$ | $ | ||||||
Accrued liabilities |
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Total current liabilities |
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Long-term debt (Note 5) |
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Total liabilities |
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Commitments and contingencies (Note 7) |
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Equity: |
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Shareholders' equity: |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ outstanding |
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Additional paid-in capital |
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Accumulated other comprehensive income |
( |
) | ( |
) | ||||
Retained earnings |
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Total equity |
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Total liabilities and equity |
$ | $ |
See accompanying notes to condensed consolidated financial statements (unaudited).
TAITRON COMPONENTS INCORPORATED
Condensed Consolidated Statements of Operations and Comprehensive Income
Three Months Ended September 30, |
Nine Months Ended September 30, |
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2021 |
2020 |
2021 |
2020 |
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(Unaudited) |
(Unaudited) |
(Unaudited) |
(Unaudited) |
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Net product revenue |
$ | $ | $ | $ | ||||||||||||
Cost of products sold |
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Gross profit |
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Selling, general and administrative expenses |
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Operating income |
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Interest income, net |
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Other (expense)income, net |
( |
) | ||||||||||||||
Income before income taxes |
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Income tax provision |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Net income |
$ | $ | $ | $ | ||||||||||||
Net income per share: Basic |
$ | $ | $ | $ | ||||||||||||
Diluted |
$ | $ | $ | $ | ||||||||||||
Weighted average common shares outstanding: Basic |
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Diluted |
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Cash dividends declared per common share |
$ | $ | $ | $ | ||||||||||||
Net income |
$ | $ | $ | $ | ||||||||||||
Other comprehensive income: |
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Foreign currency translation adjustment |
( |
) | ( |
) | ( |
) | ||||||||||
Comprehensive income |
$ | $ | $ | $ |
See accompanying notes to condensed consolidated financial statements (unaudited).
TAITRON COMPONENTS INCORPORATED
Condensed Consolidated Statements of Shareholders’ Equity
Accumulated |
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Common Stock |
Additional |
Other |
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Class A |
Class B |
Paid-in |
Comprehensive |
Retained |
Noncontrolling |
Total |
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Shares |
Amount |
Shares |
Amount |
capital |
Income (Loss) |
Earnings |
Interest in Sub |
Equity |
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Three months ending March 31, 2021, June 30, 2021 and September 30, 2021 (unaudited) |
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Balance at December 31, 2020 |
$ | $ | $ | $ | ( |
) | $ | $ | - | $ | ||||||||||||||||||||||||||
Consolidated net income |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Other comprehensive loss |
- | - | - | - | - | ( |
) | - | - | ( |
) | |||||||||||||||||||||||||
Amortization of stock based compensation |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Cash dividends |
- | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||||||||||||
Balance at March 31, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | - | $ | ||||||||||||||||||||||||||
Consolidated net income |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Other comprehensive loss |
- | - | - | - | - | ( |
) | - | - | ( |
) | |||||||||||||||||||||||||
Exercise stock options |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Amortization of stock based compensation |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Cash dividends |
- | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||||||||||||
Balance at June 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | - | $ | ||||||||||||||||||||||||||
Consolidated net income |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Other comprehensive loss |
- | - | - | - | - | ( |
) | - | - | ( |
) | |||||||||||||||||||||||||
Exercise stock options |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Amortization of stock based compensation |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Cash dividends |
- | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||||||||||||
Balance at September 30, 2021 |
$ | $ | $ | $ | ( |
) | $ | $ | - | $ |
Three months ending March 31, 2020, June 30, 2020 and September 30, 2020 (unaudited) |
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Balance at December 31, 2019 |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Consolidated net income |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Exercise stock options |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Amortization of stock based compensation |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Cash dividends |
- | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||||||||||||
Balance at March 31, 2020 |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Consolidated net income |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Other comprehensive loss |
- | - | - | - | - | ( |
) | - | - | ( |
) | |||||||||||||||||||||||||
Exercise stock options |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Amortization of stock based compensation |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Cash dividends |
- | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||||||||||||
Balance at June 30, 2020 |
$ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Consolidated net income |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Amortization of stock based compensation |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Cash dividends |
- | - | - | - | - | - | ( |
) | - | ( |
) | |||||||||||||||||||||||||
Balance at September 30, 2020 |
$ | $ | $ | $ | $ | $ | $ |
See accompanying notes to condensed consolidated financial statements (unaudited).
TAITRON COMPONENTS INCORPORATED
Condensed Consolidated Statements of Cash Flows
Nine Months Ended September 30, |
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2021 |
2020 |
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(Unaudited) |
(Unaudited) |
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Operating activities: |
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Net income |
$ | $ | ||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Provision for sales returns and doubtful accounts |
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Stock based compensation |
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Forgiveness of PPP loan |
( |
) | ||||||
Changes in assets and liabilities: |
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Accounts receivable |
( |
) | ||||||
Inventories |
( |
) | ||||||
Prepaid expenses and other current assets |
( |
) | ( |
) | ||||
Accounts payable |
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Accrued liabilities |
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All other operating activities |
( |
) | ||||||
Total adjustments |
( |
) | ||||||
Net cash provided by operating activities |
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Investing activities: |
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Acquisition of property and equipment |
( |
) | ( |
) | ||||
Purchase of short-term investments |
( |
) | ||||||
Net cash used for investing activities |
( |
) | ( |
) | ||||
Financing activities: |
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Proceeds from PPP loan |
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Dividend payments |
( |
) | ( |
) | ||||
Proceeds from stock options exercised |
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Net cash used for financing activities |
( |
) | ( |
) | ||||
Impact of exchange rates on cash |
( |
) | ( |
) | ||||
Net increase in cash and cash equivalents |
( |
) | ||||||
Cash and cash equivalents, beginning of period |
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Cash and cash equivalents, end of period |
$ | $ | ||||||
Supplemental disclosures of cash flow information: |
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Cash paid for interest |
$ | $ | ||||||
Cash paid for income taxes, net |
$ | $ | ||||||
Supplemental disclosures of non-cash financing activities: |
||||||||
On June 4, 2021, PPP loan was forgiven in full by SBA |
$ | $ |
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
We 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 and were originally formed in 1989. We maintain divisions in Taiwan and China which were established in 1996 and 2005, respectively.
Basis of Presentation
The unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions. 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, 2020. 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.
Risks and Uncertainties
In 2020, the spread of COVID-19 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, we are unable to determine if it will have a material impact to our operations and cash flows.
New Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The pronouncement also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 was effective for us beginning in the first quarter of fiscal 2021, with early adoption permitted. The adoption of this guidance has not had a material effect on our consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements, to make incremental improvements to U.S. GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update was effective for us beginning with fiscal year 2021, with early adoption permitted. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The adoption of the amendments in this update has not had a material impact on our consolidated financial position and results of operations.
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 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, 2021 and December 31, 2020.
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, |
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2021 |
2020 |
2021 |
2020 |
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Primary geographical markets: |
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United States |
$ | $ | $ | $ | ||||||||||||
Asia |
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Other |
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Major product lines: |
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ODM projects |
$ | $ | $ | $ | ||||||||||||
ODM components |
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Distribution components |
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Timing of revenue recognition: |
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Products transferred at a point in time |
$ | $ | $ | $ |
2 – SHORT-TERM INVESTMENTS
Short-term investments, consisting principally of marketable U.S. equity securities, are classified as short-term based on the nature of the securities and their availability for use in current operations. Measurement is based on fair value with gains and losses recognized in other income/(expense), net.
3 – INVENTORY
Inventory, consisting principally of products held for resale, is recorded at the lower of cost (determined using the first in-first out method) and net realizable value. We had inventory balances in the amount of $
4 – OTHER ASSETS
Investment in securities - Zowie Technology |
Other |
Other Assets Total |
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Balance at December 31, 2020 |
$ | $ | $ | |||||||||
Other changes |
||||||||||||
Balance at September 30, 2021 |
$ | $ | $ |
Our $
5 – LONG-TERM DEBT
On April 27, 2020, we received loan proceeds in the amount of $
On June 4, 2021, the SBA approved full loan forgiveness of $
6 – 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”)
Number of Shares |
Weighted Average Exercise Price |
Weighted Average Years Remaining Contractual Term |
Aggregate Intrinsic Value |
|||||||||||||
Outstanding at December 31, 2020 |
$ | $ | ||||||||||||||
Grants |
- | |||||||||||||||
Exercised |
( |
) | - | |||||||||||||
Outstanding at September 30, 2021 |
$ | $ | ||||||||||||||
Exercisable at September 30, 2021 |
$ | $ |
At September 30, 2021, the range of individual outstanding weighted average exercise prices was $
7 – COMMITMENTS AND CONTINGENCIES
Inventory Purchasing
Outstanding commitments to purchase inventory from suppliers aggregated approximately $
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, 2020.
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, 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. 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, including the risks described in our Annual Report on Form 10-K for the year ended December 31, 2020 and other reports we file with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update forward-looking statements.
References to “Taitron,” the “Company,” “we,” “our” and “us” refer to Taitron Components Incorporated and its wholly owned and majority-owned subsidiaries or divisions, unless the context otherwise 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, accrued liabilities 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, 2021 and 2020 were $1,000 and $0, respectively and for the nine months ended September 30, 2021 and 2020 were $1,000 and $5,000, respectively. The allowance for sales returns and doubtful accounts at September 30, 2021 and December 31, 2020 aggregated $7,000.
Inventory – Inventory, consisting principally of products held for resale, is recorded at the lower of cost (determined using the first in-first out method) and net realizable value. We had inventory balances in the amount of $3,948,000 and $3,518,000 at September 30, 2021 and December 31, 2020, respectively, which is presented net of valuation allowances of $4,848,000 and $4,759,000, 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 ODM components (private labeled electronic components) and name brand electronic 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.
In accordance with generally accepted accounting principles, we have classified inventory as a current asset in our September 30, 2021, condensed consolidated financial statements representing approximately 32% of current assets and 25% 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
See the Risk Factors included in our Annual report on Form 10-K for the year ended December 31, 2020 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.
Third quarter of 2021 versus 2020.
Net sales in the third quarter of 2021 totaled $2,485,000 versus $1,991,000 in the comparable period for 2020, an increase of $494,000 or 24.8% over the same period last year. The increase was primarily driven by an increase of ODM project sales volume.
Gross profit for the third quarter of 2021 was $1,178,000 versus $967,000 in the comparable period for 2020, and gross margin percentage of net sales was 47.4% in the third quarter of 2021 versus 48.6% in the comparable period for 2020.
Selling, general and administrative expenses in the third quarter of 2021 totaled $467,000 versus $542,000 in the comparable period for 2020. The $75,000 decrease was primarily driven by trade commissions and professional fees.
Other income, net of other expense, in the third quarter of 2021 was ($38,000) versus $12,000 in the comparable period for 2020 and primarily derived from changes in our investments and income of excess office space at office in Shanghai, China. The $50,000 decrease was primarily derived from investment losses.
Income tax provision was $1,000 for the third quarter of 2021 and 2020, as we do not expect significant taxable income for the year ending December 31, 2021.
Net income was $678,000 for the third quarter of 2021 versus $443,000 in the comparable period for 2020, an increase of $235,000 resulting from the reasons discussed above.
Nine Months Ended September 30, 2021 versus Nine Months Ended September 30, 2020.
Net sales in the nine months ended September 30, 2021 was $6,374,000 versus $4,766,000 in the comparable period for 2020, an increase of $1,608,000 or 33.7% over the same period last year. The increase was driven by an increase of ODM project sales volume.
Gross profit for the nine months ended September 30, 2021 was $2,969,000 versus $2,257,000 in the comparable period for 2020, and gross margin percentage of net sales was approximately 46.6% for the nine months ended September 30, 2021 and 47.4% for 2020, respectively.
Selling, general and administrative expenses in the nine months ended September 30, 2021 totaled $1,527,000 versus $1,659,000 in the comparable period for 2020, a decrease of $132,000 over the same period last year. The $132,000 decrease was primarily driven by lower salaries and personnel related costs, trade commissions and professional fees.
Other income, net of other expenses, in the nine months ended September 30, 2021 was $151,000 versus $29,000 in the comparable period for 2020. Other income was primarily from rental income of excess office space at our Shanghai, China office. The $122,000 increase was primarily derived from PPP loan forgiveness of $163,000.
Income tax provision was $3,000 for the nine months ended September 30, 2021 and 2020, as we do not expect significant taxable income for the year ending December 31, 2021.
Net income was $1,605,000 for the nine months ended September 30, 2021 versus $652,000 in the comparable period for 2020, a decrease of $953,000 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 $1,423,000 versus $1,467,000 in the nine months ended September 30, 2021 and 2020, respectively. The decrease of $44,000 in cash flows provided by operations compared with the prior period resulted from changes in operating assets and liabilities, primarily from accounts receivable, inventories and accounts payable compared to the prior period.
Cash flows used for investing activities were $1,439,000 versus $13,000 provided by for the nine months ended September 30, 2021 and 2020, respectively. The increase of $1,426,000 in cash flows used for investing compared with the prior period resulted from the purchase of short-term investments (see Note 2).
Cash flows used for financing activities were $645,000 and $385,000 for the nine months ended September 30, 2021 and 2020, respectively. The increase of $260,000 compared with the prior period was primarily due to the loan proceeds (see Note 5) and increased cash dividend payments of $94,000. The increase to our cash dividends was based upon our November 1, 2020 announcement that our quarterly cash dividends increased by 14.3% from $0.035 per share to $0.04 per share.
We believe that funds generated from operations, existing cash balances, short-term investments 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 September 30, 2021, inventory represented approximately 31.7% of current assets and 25.1% 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 this 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 September 30, 2021, 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.
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.
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, 2020, 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 November 15, 2021, 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, 2020.
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 our 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 on many of the products we purchase from our 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 we intend to pass price increases on to our 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 we 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 our operating profits and customer demand for certain products which could have an adverse effect on our business and results of operations.
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.
Exhibit Number |
Description of Document |
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31.1 * |
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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31.2 * |
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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32 ** |
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101.INS* |
Inline XBRL Instance Document |
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101.SCH* |
Inline XBRL Taxonomy Extension Schema |
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101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase |
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101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase |
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101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase |
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101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase |
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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* |
Filed herewith. |
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** |
Furnished herewith. |
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.
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TAITRON COMPONENTS INCORPORATED |
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Date: November 15, 2021 |
By: |
/s/ Stewart Wang |
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Stewart Wang |
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Chief Executive Officer and President (Principal Executive Officer) |
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By: |
/s/ David Vanderhorst |
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David Vanderhorst |
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Chief Financial Officer and Secretary (Principal Financial Officer) |
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EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13A-14 AND 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Stewart Wang, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Taitron Components Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 15, 2021 |
/s/ Stewart Wang Stewart Wang Chief Executive Officer and President (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13A-14 AND 15D-14
OF THE SECURITIES EXCHANGE ACT OF 1934
I, David Vanderhorst, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Taitron Components Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the issuer's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: November 15, 2021 |
/s/ David Vanderhorst David Vanderhorst Chief Financial Officer and Secretary (Principal Financial Officer) |
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report on Form 10-Q of Taitron Components Incorporated (the “Company”) for the period ended September 30, 2021 (the “Report”), the undersigned hereby certify in their capacities as Chief Executive Officer and Chief Financial Officer of the Company, respectively, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1 ) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 15, 2021 |
/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) |
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) |
Sep. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Accounts receivable, allowances (in Dollars) | $ 7,000 | $ 7,000 |
Inventories, reserves for obsolescence (in Dollars) | $ 4,848,000 | $ 4,759,000 |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common Stock, shares issued | 5,103,568 | 5,062,235 |
Common stock, shares outstanding | 5,103,568 | 5,062,235 |
Common Class B [Member] | ||
Common stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 762,612 | 762,612 |
Common Stock, shares issued | 762,612 | 762,612 |
Common stock, shares outstanding | 762,612 | 762,612 |
Condensed Consolidated Statements of Operations and Comprehensive Income - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2021 |
Sep. 30, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Net product revenue | $ 2,485,000 | $ 1,991,000 | $ 6,374,000 | $ 4,766,000 |
Cost of products sold | 1,307,000 | 1,024,000 | 3,405,000 | 2,509,000 |
Gross profit | 1,178,000 | 967,000 | 2,969,000 | 2,257,000 |
Selling, general and administrative expenses | 467,000 | 542,000 | 1,527,000 | 1,659,000 |
Operating income | 711,000 | 425,000 | 1,442,000 | 598,000 |
Interest income, net | 6,000 | 7,000 | 15,000 | 28,000 |
Other (expense)income, net | (38,000) | 12,000 | 151,000 | 29,000 |
Income before income taxes | 679,000 | 444,000 | 1,608,000 | 655,000 |
Income tax provision | (1,000) | (1,000) | (3,000) | (3,000) |
Net income | 678,000 | 443,000 | 1,605,000 | 652,000 |
Other comprehensive income: | ||||
Foreign currency translation adjustment | (9,000) | 0 | (25,000) | (5,000) |
Comprehensive income | $ 669,000 | $ 443,000 | $ 1,580,000 | $ 647,000 |
Net income per share: Basic (in Dollars per share) | $ 0.12 | $ 0.08 | $ 0.27 | $ 0.11 |
Diluted (in Dollars per share) | 0.11 | 0.08 | 0.27 | 0.11 |
Cash dividends declared per common share (in Dollars per share) | $ 0.04 | $ 0.035 | $ 0.12 | $ 0.105 |
Common Class A [Member] | ||||
Other comprehensive income: | ||||
Weighted average shares outstanding: Basic (in Shares) | 5,861,180 | 5,802,847 | 5,838,699 | 5,787,014 |
Common Class B [Member] | ||||
Other comprehensive income: | ||||
Weighted average shares outstanding: Diluted (in Shares) | 5,931,180 | 5,845,847 | 5,918,699 | 5,840,014 |
Condensed Consolidated Statements of Shareholders' Equity - USD ($) |
Common Class A [Member]
Common Stock [Member]
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Common Class A [Member] |
Common Class B [Member]
Common Stock [Member]
|
Common Class B [Member] |
Additional Paid-in Capital [Member] |
AOCI Attributable to Parent [Member] |
Retained Earnings [Member] |
Noncontrolling Interest [Member] |
Total |
---|---|---|---|---|---|---|---|---|---|
Balance at Dec. 31, 2019 | $ 5,000 | $ 1,000 | $ 10,959,000 | $ 38,000 | $ 1,712,000 | $ 100,000 | $ 12,815,000 | ||
Balance (in Shares) at Dec. 31, 2019 | 4,990,235 | 762,612 | |||||||
Consolidated net income | 90,000 | 90,000 | |||||||
Exercise stock options | 54,000 | 54,000 | |||||||
Exercise stock options (in Shares) | 45,000 | ||||||||
Amortization of stock based compensation | 6,000 | 6,000 | |||||||
Cash dividends | (201,000) | (201,000) | |||||||
Balance at Mar. 31, 2020 | $ 5,000 | $ 1,000 | 11,019,000 | 38,000 | 1,601,000 | 100,000 | 12,764,000 | ||
Balance (in Shares) at Mar. 31, 2020 | 5,035,235 | 762,612 | |||||||
Balance at Dec. 31, 2019 | $ 5,000 | $ 1,000 | 10,959,000 | 38,000 | 1,712,000 | 100,000 | 12,815,000 | ||
Balance (in Shares) at Dec. 31, 2019 | 4,990,235 | 762,612 | |||||||
Other comprehensive loss | (5,000) | ||||||||
Balance at Sep. 30, 2020 | $ 5,000 | $ 1,000 | 11,037,000 | 33,000 | 1,757,000 | 100,000 | 12,933,000 | ||
Balance (in Shares) at Sep. 30, 2020 | 5,040,235 | 762,612 | |||||||
Balance at Mar. 31, 2020 | $ 5,000 | $ 1,000 | 11,019,000 | 38,000 | 1,601,000 | 100,000 | 12,764,000 | ||
Balance (in Shares) at Mar. 31, 2020 | 5,035,235 | 762,612 | |||||||
Consolidated net income | 119,000 | 119,000 | |||||||
Other comprehensive loss | (5,000) | (5,000) | |||||||
Exercise stock options | 5,000 | 5,000 | |||||||
Exercise stock options (in Shares) | 5,000 | ||||||||
Amortization of stock based compensation | 7,000 | 7,000 | |||||||
Cash dividends | (203,000) | (203,000) | |||||||
Balance at Jun. 30, 2020 | $ 5,000 | $ 1,000 | 11,031,000 | 33,000 | 1,517,000 | 100,000 | 12,687,000 | ||
Balance (in Shares) at Jun. 30, 2020 | 5,040,235 | 762,612 | |||||||
Consolidated net income | 443,000 | 443,000 | |||||||
Other comprehensive loss | 0 | ||||||||
Amortization of stock based compensation | 6,000 | 6,000 | |||||||
Cash dividends | (203,000) | (203,000) | |||||||
Balance at Sep. 30, 2020 | $ 5,000 | $ 1,000 | 11,037,000 | 33,000 | 1,757,000 | $ 100,000 | 12,933,000 | ||
Balance (in Shares) at Sep. 30, 2020 | 5,040,235 | 762,612 | |||||||
Balance at Dec. 31, 2020 | $ 5,000 | $ 1,000 | 11,071,000 | (66,000) | 2,231,000 | 13,242,000 | |||
Balance (in Shares) at Dec. 31, 2020 | 5,062,235 | 5,062,235 | 762,612 | 762,612 | |||||
Consolidated net income | 337,000 | 337,000 | |||||||
Other comprehensive loss | (13,000) | (13,000) | |||||||
Amortization of stock based compensation | 8,000 | 8,000 | |||||||
Cash dividends | (233,000) | (233,000) | |||||||
Balance at Mar. 31, 2021 | $ 5,000 | $ 1,000 | 11,079,000 | (79,000) | 2,335,000 | 13,341,000 | |||
Balance (in Shares) at Mar. 31, 2021 | 5,062,235 | 762,612 | |||||||
Balance at Dec. 31, 2020 | $ 5,000 | $ 1,000 | 11,071,000 | (66,000) | 2,231,000 | 13,242,000 | |||
Balance (in Shares) at Dec. 31, 2020 | 5,062,235 | 5,062,235 | 762,612 | 762,612 | |||||
Other comprehensive loss | $ (25,000) | ||||||||
Exercise stock options (in Shares) | 41,500 | ||||||||
Balance at Sep. 30, 2021 | $ 5,000 | $ 1,000 | 11,150,000 | (91,000) | 3,135,000 | $ 14,200,000 | |||
Balance (in Shares) at Sep. 30, 2021 | 5,103,568 | 5,103,568 | 762,612 | 762,612 | |||||
Balance at Mar. 31, 2021 | $ 5,000 | $ 1,000 | 11,079,000 | (79,000) | 2,335,000 | 13,341,000 | |||
Balance (in Shares) at Mar. 31, 2021 | 5,062,235 | 762,612 | |||||||
Consolidated net income | 590,000 | 590,000 | |||||||
Other comprehensive loss | (3,000) | (3,000) | |||||||
Exercise stock options | 46,000 | 46,000 | |||||||
Exercise stock options (in Shares) | 31,333 | ||||||||
Amortization of stock based compensation | 6,000 | 6,000 | |||||||
Cash dividends | (233,000) | (233,000) | |||||||
Balance at Jun. 30, 2021 | $ 5,000 | $ 1,000 | 11,131,000 | (82,000) | 2,692,000 | 13,747,000 | |||
Balance (in Shares) at Jun. 30, 2021 | 5,093,568 | 762,612 | |||||||
Consolidated net income | 678,000 | 678,000 | |||||||
Other comprehensive loss | (9,000) | (9,000) | |||||||
Exercise stock options | 10,000 | 10,000 | |||||||
Exercise stock options (in Shares) | 10,000 | ||||||||
Amortization of stock based compensation | 9,000 | 9,000 | |||||||
Cash dividends | (235,000) | (235,000) | |||||||
Balance at Sep. 30, 2021 | $ 5,000 | $ 1,000 | $ 11,150,000 | $ (91,000) | $ 3,135,000 | $ 14,200,000 | |||
Balance (in Shares) at Sep. 30, 2021 | 5,103,568 | 5,103,568 | 762,612 | 762,612 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview of Business
We 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 and were originally formed in 1989. We maintain divisions in Taiwan and China which were established in 1996 and 2005, respectively.
Basis of Presentation
The unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions. 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, 2020. 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.
Risks and Uncertainties
In 2020, the spread of COVID-19 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, we are unable to determine if it will have a material impact to our operations and cash flows.
New Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The pronouncement also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 was effective for us beginning in the first quarter of fiscal 2021, with early adoption permitted. The adoption of this guidance has not had a material effect on our consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements, to make incremental improvements to U.S. GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update was effective for us beginning with fiscal year 2021, with early adoption permitted. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The adoption of the amendments in this update has not had a material impact on our consolidated financial position and results of operations.
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 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, 2021 and December 31, 2020.
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.
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SHORT-TERM INVESTMENTS |
9 Months Ended |
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Sep. 30, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
Investment [Text Block] | 2 – SHORT-TERM INVESTMENTS
Short-term investments, consisting principally of marketable U.S. equity securities, are classified as short-term based on the nature of the securities and their availability for use in current operations. Measurement is based on fair value with gains and losses recognized in other income/(expense), net. |
INVENTORY |
9 Months Ended |
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Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 3 – INVENTORY
Inventory, consisting principally of products held for resale, is recorded at the lower of cost (determined using the first in-first out method) and net realizable value. We had inventory balances in the amount of $3,948,000 and $3,518,000 at September 30, 2021 and December 31, 2020, respectively, which is presented net of valuation allowances of $4,848,000 and $4,759,000, 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 and 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. |
OTHER ASSETS |
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Other Assets Disclosure [Text Block] | 4 – OTHER ASSETS
Our $186,000 investment in securities as of September 30, 2021 relates to 317,428 shares of preferred convertible debt of Zowie Technology Corporation (Taipei Hsien, Taiwan), a supplier of electronic component products, with 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, 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. |
LONG-TERM DEBT |
9 Months Ended |
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Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt [Text Block] | 5 – LONG-TERM DEBT
On April 27, 2020, we received loan proceeds in the amount of $163,200 from the Small Business Administration (“SBA”) 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.
On June 4, 2021, the SBA approved full loan forgiveness of $163,200 including forgiveness of all interest accrued on the loan. |
SHARE BASED COMPENSATION |
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Share-based Payment Arrangement [Text Block] | 6 – 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 (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 nine months ended September 30, 2021 is as follows:
At September 30, 2021, the range of individual outstanding weighted average exercise prices was $1.02 to $4.44 and the unamortized compensation expense was approximately $42,000. Stock based compensation recorded in the three and nine months ended September 30, 2021 was $9,000 and $23,000, respectively and is included in selling, general and administrative expenses on the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
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Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 7 – COMMITMENTS AND CONTINGENCIES
Inventory Purchasing Outstanding commitments to purchase inventory from suppliers aggregated approximately $3,800,000 as of September 30, 2021. |
Accounting Policies, by Policy (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation
The unaudited condensed consolidated interim financial statements include the accounts of the Company and all wholly owned divisions. 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, 2020. 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.
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Risks and Uncertainties, Policy [Policy Text Block] | Risks and Uncertainties
In 2020, the spread of COVID-19 has caused significant volatility in U.S. and international markets. There is significant uncertainty around the breadth and duration of business disruptions related to COVID-19, as well as its impact on the U.S. and international economies and, as such, we are unable to determine if it will have a material impact to our operations and cash flows.
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New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements
In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Simplifying the Accounting for Income Taxes”. The pronouncement simplifies the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740, “Income Taxes”. The pronouncement also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. ASU 2019-12 was effective for us beginning in the first quarter of fiscal 2021, with early adoption permitted. The adoption of this guidance has not had a material effect on our consolidated financial statements.
In October 2020, the FASB issued ASU No. 2020-10 Codification Improvements, to make incremental improvements to U.S. GAAP and address stakeholder suggestions, including, among other things, clarifying that the requirement to provide comparative information in the financial statements extends to the corresponding disclosures section. The amendments in this update was effective for us beginning with fiscal year 2021, with early adoption permitted. The amendments in this update should be applied retrospectively and at the beginning of the period that includes the adoption date. The adoption of the amendments in this update has not had a material impact on our consolidated financial position and results of operations.
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Revenue from Contract with Customer [Policy Text Block] | 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 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, 2021 and December 31, 2020.
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Revenue [Policy Text Block] | 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.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disaggregation of Revenue [Table Text Block] | In the following table, revenue is disaggregated by primary geographical market, major product line, and timing of revenue recognition.
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OTHER ASSETS (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of Other Assets [Table Text Block] |
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SHARE BASED COMPENSATION (Tables) |
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Share-based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement, Option, Activity [Table Text Block] | The Options activity during the nine months ended September 30, 2021 is as follows:
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INVENTORY (Details) - USD ($) |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2021 |
Dec. 31, 2020 |
|
Inventory Disclosure [Abstract] | ||
Provision for Other Losses | $ 3,948,000 | $ 3,518,000 |
Reversal of Inventory Reserves | $ 4,848,000 | $ 4,759,000 |
OTHER ASSETS (Details) - Zowie Technology [Member] |
Sep. 30, 2021
USD ($)
shares
|
---|---|
OTHER ASSETS (Details) [Line Items] | |
Equity Method Investments | $ | $ 186,000 |
Investment Owned, Balance, Shares | shares | 317,428 |
Equity Method Investment, Ownership Percentage | 7.90% |
OTHER ASSETS (Details) - Schedule of Other Assets |
9 Months Ended |
---|---|
Sep. 30, 2021
USD ($)
| |
OTHER ASSETS (Details) - Schedule of Other Assets [Line Items] | |
Investments Balance | $ 189,000 |
Other changes | 1,000 |
Investments Balance | 190,000 |
Zowie Technology [Member] | |
OTHER ASSETS (Details) - Schedule of Other Assets [Line Items] | |
Investments Balance | 186,000 |
Other changes | 0 |
Investments Balance | 186,000 |
Other Investments [Member] | |
OTHER ASSETS (Details) - Schedule of Other Assets [Line Items] | |
Investments Balance | 3,000 |
Other changes | 1,000 |
Investments Balance | $ 4,000 |
LONG-TERM DEBT (Details) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Apr. 27, 2020 |
Sep. 30, 2021 |
Sep. 30, 2020 |
|
Debt Disclosure [Abstract] | |||
Proceeds from Notes Payable | $ 163,200 | ||
Extinguishment of Debt, Amount | $ 163,200 | $ 0 |
COMMITMENTS AND CONTINGENCIES (Details) |
Sep. 30, 2021
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
Purchase Commitment, Remaining Minimum Amount Committed | $ 3,800,000 |
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