RESULTS OF OPERATIONS
The Company distributes a wide variety of transistors, diodes and other discrete semiconductors, optoelectronic devices and passive components to other electronic distributors, contract electronic manufacturers (CEMs) and original equipment manufacturers (OEMs), who incorporate them in their products.
The following table sets forth, for the periods indicated, certain operating amounts and ratios:
YEAR ENDED DECEMBER 31,
-------------------------------------------------
1999 1998 1997
-------------- --------------- -------------
(dollars in thousands)
Net sales $29,326 $30,828 $33,945
Cost of goods sold 20,930 21,991 24,293
% of net sales 71.4% 71.3% 71.6%
Gross profit 8,396 8,837 9,652
% of net sales 28.6% 28.7% 28.4%
Selling, general and administrative expenses 6,053 5,333 5,641
% of net sales 20.6% 17.3% 16.6%
Operating earnings 2,343 3,504 4,011
% of net sales 8.0% 11.4% 11.8%
Income tax expense 759 1,023 1,220
Effective tax rate as a % of earnings
before income taxes 42.45% 40.6% 39.7%
Net earnings $ 1,029 $ 1,499 $ 1,850
% of net sales 3.5% 4.9% 5.5%
THE YEAR ENDED DECEMBER 31, 1999 COMPARED TO THE YEAR ENDED DECEMBER 31,
1998
Net sales for the year ended December 31, 1999 were $29,326,000 compared with net sales for the year ended December 31, 1998 of $30,828,000, a decrease of $1,502,000 or 4.9%. This decrease in net sales during 1999 was attributable principally to a decline in the Company's domestic sales volume by approximately $2,480,000. For most of 1999, the supply for discrete semiconductors was greater than the demand. The overall sales decrease was mainly attributable to a decrease in the average per unit sales price to 2.7 cents for the current year from 3.1 cents during the same time last year. The decrease in sales was partially offset by an increase in export sales of approximately $980,000 or 37% as compared to the year ended December 31, 1998. The decline in net sales was principally a result of a continued industry wide decline in demand for discrete semiconductors.
Cost of goods sold decreased by $1,061,000 to $20,930,000 for the year ended December 31, 1999, a decrease of 4.8 % from the year ended December 31, 1998. Consistent with the decrease in net sales, the Company was able to reduce the cost of goods sold. Gross profit decreased as a percentage of net sales to 28.6% from 28.7%. Primarily due to inventory price protection programs, the Company was able reduce cost of sales, thus, able to maintain its gross profit margins despite the decrease in net sales and cost of goods sold of approximately 4.9% and 4.8%, respectively.
Selling, general and administrative expenses increased by $720,000 or 13.5% for 1999 compared to 1998. These expenses, as a percentage of net sales, increased to 20.6% for the year ended December 31, 1999 compared to 17.3% for the year ended December 31, 1998. The increase is primarily attributable to increased payroll and new operating costs incurred from opening the Company's four new offices in the United States and additional selling, general and
administrative expenses from our subsidiary in Mexico. Also, contributing to the increase is additional depreciation expense related to the Oracle Application System ("Oracle") purchased last year. In July 1998, we implemented Oracle which resulted in increased depreciation expense and maintenance fees beginning in the same month. As such, there were no Oracle related depreciation and maintenance fees during the first six months of 1998. Also, contributing to the increase are additional expenses related to the purchase of our new warehouse and headquarters. At the end of June 1999, we purchased our new facilities for $3.3 million which increased depreciation and maintenance fees during the last six months of the year ended December 31, 1999. There was no such purchase or related deprecation during the same period last year.
Operating earnings decreased by $1,161,000 or 33.1% between the years ended December 31, 1999, and 1998, and decreased as a percentage of net sales to 8.0% from 11.4%. Operating earnings decreased principally as a result of higher selling, general and administrative expenses discussed above.
Interest expense for the year ended December 31, 1999 decreased by $211,000 compared to the year ended December 31, 1998. The decrease is due to lower borrowings as smaller purchases of inventory were made during the current year ended December 31, 1999 as compared to 1998. Additionally, the decrease in borrowings were partially offset by financing the purchase of our new warehouse and headquarters mentioned above.
Income taxes were $759,000 for the year ended December 31, 1999, representing an effective tax rate of 42.45%, compared to $1,023,000 for the year ended December 31, 1998, an effective tax rate of 40.6%.
The Company had net earnings of $1,029,000 for the year ended December 31, 1999 as compared with net earnings of $1,499,000 for the year ended December 31, 1998, a decrease of $470,000 or 31.4%. The decrease in net earnings are primarily attributable to lower gross profit dollars and higher selling, general and administrative expenses both discussed above. Net earnings as a percentage of net sales decreased to 3.5% from 4.9%.
THE YEAR ENDED DECEMBER 31, 1998 COMPARED TO THE YEAR ENDED DECEMBER 31,
1997
Net sales for the year ended December 31, 1998 were $30,828,000 compared with net sales for the year ended December 31, 1997 of $33,945,000, a decrease of $3,117,000 or 9.2%. This decrease in net sales during 1998 was attributable principally to a decline in the Company's domestic sales volume of approximately $1,550,000. For most of 1998, the supply for discrete semiconductors was greater than the demand. A decrease in export sales of $1,500,000 also contributed to the decline in net sales. The Company has continued to add new customers during 1998, but at a slower rate than during previous years. The decline in net sales was principally a result of an industry wide decline in demand for discrete semiconductors.
Cost of goods sold decreased by $2,302,000 to $21,991,000 for the year ended December 31, 1998, a decrease of 9.5% from the year ended December 31, 1997. Consistent with the decrease in net sales, the Company was able to reduce the cost of goods sold. Gross profit on net sales decreased by $815,000 to $8,837,000 for the year ended December 31, 1998 from $9,652,000 for the same period in 1997 and increased as a percentage of net sales to 28.7% from 28.4%. The increase in gross profit as a percentage of net sales is primarily due to inventory price protection programs from various suppliers partially offset by lower selling prices obtained in the market place.
Selling, general and administrative expenses decreased by $308,000 or 5.5% for 1998 compared to 1997. These expenses, as a percentage of net sales, increased to 17.3% for the year ended December 31, 1998 compared to 16.6% for the year ended December 31, 1997. The Company was able to reduce selling, general and administrative expenses during 1998, principally by eliminating non-essential expenditures and reducing other non-essential overhead.
Operating earnings decreased by $507,000 or 12.6% between the years ended December 31, 1998, and 1997 and decreased as a percentage of net sales to 11.4% from 11.8%. Operating earnings decreased principally as a result of decreases in both domestic and export sales and market price reductions. The decrease in revenue was offset somewhat by a reduction in cost of goods sold and selling, general and administrative expenses.
Interest expense for the year ended December 31, 1998 increased by $109,000 compared to the year ended December 31, 1997. This increase is primarily due to higher average principal credit line borrowings of $12.9 million during the current year as compared to $9.9 million average principal credit line borrowings during the same period last year. The borrowings were made to finance the acquisition of the Oracle Application System, stock repurchase program and investment in a joint venture in Mexico during the current year.
Income taxes were $1,023,000 for the year ended December 31, 1998, representing an effective tax rate of 40.6%, compared to $1,220,000 for the year ended December 31, 1997, an effective tax rate of 39.7%.
The Company had net earnings of $1,499,000 for the year ended December 31, 1998 as compared with net earnings of $1,850,000 for the year ended December 31, 1997 a decrease of $351,000 or 19% for the reasons discussed above. Net earnings as a percentage of net sales decreased to 4.9% from 5.5%.
SUPPLY AND DEMAND ISSUES
BACKGROUND
In 1996, suppliers increased capacity and the weak demand left suppliers with large amounts of uncommitted products. During 1996 and continuing into 1997, the Company decided to take advantage of this situation by intensifying its long standing purchasing strategy by making opportunistic purchases of suppliers' uncommitted capacity, at favorable pricing. The Company believes this strategy of opportunistic purchasing will posture the Company to be price competitive, while still maintaining acceptable profit margins.
Since 1996, the demand for discrete semiconductors in the U.S. market had continued to decrease through the middle of 1999. The Company sold more units of components in 1999 than 1998, but has been unable to offset the price reductions that have occurred during most of 1999. During 1999, the Company continued to focus its efforts to maintain or gradually reduce its inventory while keeping adequate stock to accommodate the Company's future growth. Toward the end of 1999 and through the date of this Report, demand for discrete semiconductors has increased with recent shortages creating significant price increases. Management believes that with $29.1 million of inventory on hand as of December 31, 1999, the Company can help customers absorb some of the price increases and still benefit from increasing profit margins.
CURRENT ISSUES
Taitron's competitive edge is in its ability to fill customer orders immediately from stock held in inventory. Thus, management has structured inventory levels in such a way as to poise the Company to take advantage of the recent recovery in the discrete semiconductor market. At the same time, if the market recovery is temporary or slow in taking place, inventory levels should not impose an unwarranted financial burden on the Company's earnings.
Management believes that the strategies it has followed with its customers and suppliers have cemented its relationships which will benefit the Company in the future. The Company's core strategy has been to maintain a substantial inventory of discrete semiconductors purchased at prices generally lower than those commonly available to its competitors. The Company has been able to offer its products to customers at competitive prices and offers other incentives to customers, such as its no hassle returns policy, which distinguishes the Company from most of its competitors.
Several of the matters discussed under Supply and Demand Issues contain forward
looking statements that involve risks and uncertainties with respect to growth
and relationships with suppliers. Many factors could cause actual results to
differ materially from these statements. See "BUSINESS - Cautionary Statements
and Risk Factors - RELATIONSHIP WITH SUPPLIERS; NEED TO MAINTAIN
LARGE INVENTORY; PRICE FLUCTUATIONS."
LIQUIDITY AND CAPITAL RESOURCES
Since 1993, the Company has satisfied its liquidity requirements principally through cash generated from operations, short-term commercial loans and the sale of equity securities, including the initial public offering of its common stock in April 1995 and convertible bond in 1996. The Company's cash flows provided by (used in) operating, financing and investing activities for the years ended December 31, 1999, 1998 and 1997 were as follows:
YEAR ENDED DECEMBER 31,
(In thousands)
------------------------------------------
1999 1998 1997
---- ---- ----
Operating activities.......................................... $ 6,054 $ 4,220 $ (478)
Investing activities.......................................... (3,858) (1,176) (998)
Financing activities.......................................... (2,323) (2,887) 1,398
Cash flows provided by operating activities increased to $6,054,000 during the year ended December 31, 1999, as compared to $4,220,000 during same period last year. The change is primarily due to lower purchases of inventory. For example, in positioning ourselves as a "Discrete Components Superstore," the Company has been required to carry large inventory levels. However, since 1997, we have focused on utilizing our current inventory, thereby reducing inventory through 1999. As a result, inventory has decreased to $35.8, $34.9 and $29.1 million at December 31, 1997, 1998 and
1999, respectively, in turn, contributing to an increase in cash flow provided by operating activities, most notably during the current year ended December 31, 1999. Additionally, cash flows generated by a $5.7 million decrease in inventory was partially offset by a $2.2 million decrease in accounts payable during the current year as compared to the same time last year.
The discrete semiconductor products distributed by the Company are mature products, used in a wide range of commercial and industrial products and industries. As a result, the Company has never experienced any material amounts of product obsolescence. The Company also attempts to control our inventory risks by matching large customer orders with simultaneous orders to suppliers. Nonetheless, the high levels of inventory carried by the Company increases the risks of price fluctuations and product obsolescence.
Investment activities consisted of the purchase of property and equipment, principally the Company's new warehouse and headquarters. Cash flows used in investing activities increased to $3,858,000 from $1,176,000 during the years ended December 31, 1999 and 1998, respectively. The increase is due primarily to the purchase of the Company's new warehouse and headquarters in the amount of $3.3 million. The Company anticipates moving into the offices of its newly purchased building during the third quarter of 2000, however, as of the date of this Report, the interior office improvements remain in progress. Moreover, during 1998, the Company purchased its Oracle Application System in the amount of $957,000. Also during 1997, the Company invested $519,000 in its Taiwan office, principally for acquisition of office and warehouse space.
Cash flows used in financing activities decreased to $2,323,000 from $2,887,000 cash used during the year ended December 31, 1999 and 1998, respectively. The change resulted from lower net principal repayments on the revolving line of credit during the current year as compared to the same time last year.
The Company believes that funds generated from operations and the revolving line of credit will be sufficient to finance its working capital and capital expenditures requirements for the foreseeable future.
As of the date of this Report, the Company has no commitment for other equity or debt financing or other capital expenditures, except for contracts to complete the interior of the Companys new $3.3 million facility.
In June 1999, the Company renewed its $20 million revolving line of credit that had been in place since March 1996. The renewed revolving line of credit provides the Company with up to $16 million for operating purposes and up to an additional $4 million for business acquisition purposes. Both facilities mature on May 18, 2001. The agreement governing these credit facilities contains covenants that require the Company to be in compliance with certain financial ratios. As of December 31, 1999, borrowings under the line of credit was $9.3 million in aggregate.
YEAR 2000 ISSUES
In 1999, the Company completed its remediation and testing of the Company's systems. Because of those planning and implementation efforts, the Company experienced no significant disruptions in critical information technology and non-information technology systems and those systems have successfully responded to the Year 2000 date change. The Company did not incur any significant expenses during 1999 in connection with remediating its systems. The Company is not aware of any material problems resulting from Year 2000 issues, either with its products, internal systems, or the products and services of third parties. The Company will continue to monitor its critical computer applications and those of its suppliers and vendors throughout the year 2000 to ensure any latent Year 2000 matters arising are addressed promptly.
ASIAN ECONOMIC ISSUES
Many of the Company's suppliers have their manufacturing facilities in countries whose economies continue to be volatile while recovering from recent years of financial concerns. Although local currencies are recovering, the US dollar's strength compared with Asian currencies may further reduce exports to Asia in the future. Sales to Asian customers were 1.1% and 4.3% of the Company's total sales in 1999 and 1998, respectively. Conversely, the Company believes that the weaker Asian currencies may actually benefit the Company in the short-term by providing opportunities for the Company to purchase products at lower prices.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements as of December 31, 1999, 1998 and 1997 and for the years then ended and the Independent Auditors' Report are included on pages 20 to 35 of this Annual Report on Form 10-K.
INDEX TO FINANCIAL STATEMENTS
TAITRON COMPONENTS INCORPORATED
PAGE Independent Auditors' Reports....................................................................................20 Consolidated Balance Sheets at December 31, 1999 and 1998........................................................22 Consolidated Statements of Earnings for the Years Ended December 31, 1999, 1998 and 1997.........................24 Consolidated Statement of Shareholders' Equity for the Three Years Ended December 31, 1999.......................25 Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997.......................26 Notes to Consolidated Financial Statements for the Years Ended December 31, 1999, 1998 and 1997 .................27
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTSThe Board of Directors Taitron Components Incorporated:
We have audited the accompanying consolidated balance sheets of Taitron Components Incorporated as of December 31, 1999 and 1998 and the related consolidated statements of earnings, shareholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Taitron Components Incorporated as of December 31, 1999 and 1998 and the consolidated results of its operations and its consolidated cash flows for the years then ended, in conformity with generally accepted accounting principles.
/s/ Grant Thornton
Los Angeles, California February 25, 1999
INDEPENDENT AUDITORS' REPORTThe Board of Directors Taitron Components Incorporated:
We have audited the accompanying statements of earnings, shareholders' equity and cash flows for the year ended December 31, 1997 of Taitron Components Incorporated. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of Taitron Components Incorporated for the year ended December 31, 1997, in conformity with generally accepted accounting principles.
/s/ KPMG LLP
Los Angeles, California February 11, 1998
TAITRON COMPONENTS INCORPORATED
Consolidated Balance Sheets
December 31,
1999 1998
-------------- --------------
ASSETS
Current assets:
Cash and cash equivalents $ 274,000 $ 364,000
Trade accounts receivable, net 4,055,000 4,528,000
Inventory, net 29,153,000 34,868,000
Prepaid expenses 391,000 360,000
Deferred income taxes 496,000 861,000
Other current assets 234,000 290,000
-------------- --------------
Total current assets 34,603,000 41,271,000
Property and equipment, net 6,392,000 2,976,000
Other assets 86,000 336,000
-------------- --------------
Total assets $ 41,081,000 $ 44,583,000
============== ==============
See accompanying notes to consolidated financial statements.
Continued next page
TAITRON COMPONENTS INCORPORATED
Consolidated Balance Sheets - continued
December 31,
1999 1998
-------------- --------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving line of credit $ 9,319,000 $ 10,900,000
Current portion of long-term debt 21,000 20,000
Trade accounts payable 2,250,000 4,407,000
Accrued liabilities and other 617,000 705,000
-------------- --------------
Total current liabilities 12,207,000 16,032,000
Long-term debt, less current portion 3,434,000 3,455,000
-------------- --------------
Commitments -- --Shareholders' equity: Preferred stock, $.001 par value Authorized 5,000,000 shares
None issued or outstanding -- --
Class A common stock, $.001 par value
Authorized 20,000,000 shares;
5,085,026 and 5,376,096 shares issued
and outstanding at December 31, 1999
and 1998, respectively 5,000 5,000
Class B common stock, $.001 par value
Authorized, issued and outstanding
762,612 shares at December 31,
1999 and 1998 1,000 1,000
Additional paid-in capital 11,457,000 12,179,000
Accumulated other comprehensive
income, net of tax 24,000 (13,000)
Retained earnings 13,953,000 12,924,000
-------------- --------------
Total shareholders' equity 25,440,000 25,096,000
-------------- --------------
Total liabilities and
shareholders' equity $ 41,081,000 $ 44,583,000
============== ==============
See accompanying notes to consolidated financial statements.
TAITRON COMPONENTS INCORPORATED
Consolidated Statements of Earnings
Year ended December 31,
1999 1998 1997
------------ ------------ ------------
Net sales $ 29,326,000 $ 30,828,000 $ 33,945,000
Cost of goods sold 20,930,000 21,991,000 24,293,000
------------ ------------ ------------
Gross profit 8,396,000 8,837,000 9,652,000
Selling, general and administrative expenses 6,053,000 5,333,000 5,641,000
------------ ------------ ------------
Operating earnings 2,343,000 3,504,000 4,011,000
Interest expense, net 854,000 1,065,000 956,000
Other income (299,000) (83,000) (15,000)
------------ ------------ ------------
Earnings before income taxes 1,788,000 2,522,000 3,070,000
Income tax expense 759,000 1,023,000 1,220,000
------------ ------------ ------------
Net earnings $ 1,029,000 $ 1,499,000 $ 1,850,000
============ ============ ============
Earnings Per Share:
Basic $ .17 $ .24 $ .28
============ ============ ============
Diluted $ .17 $ .24 $ .27
============ ============ ============
Weighted Average Common Shares Outstanding:
Basic 6,006,436 6,277,697 6,643,975
============ ============ ============
Diluted 6,050,322 6,286,912 6,732,856
============ ============ ============
See accompanying notes to consolidated financial statements.
TAITRON COMPONENTS INCORPORATED
Consolidated Statement of Shareholders' Equity
Three years ended December 31, 1999
Class A common Class B common
stock stock Additional
---------------------------- --------------------------- paid-in
Shares Amount Shares Amount capital
------------ ------------ ------------ ------------ ------------
Balances at December 31, 1996 6,167,341 $ 6,000 762,612 $ 1,000 $ 14,531,000
Exercise of stock options 4,834 -- -- -- 11,000
Repurchase of common stock (487,113) (1,000) -- -- (1,548,000)Tax effect of disqualifying
disposition of stock options -- -- -- -- 3,000Comprehensive income: Foreign currency
translation adjustment -- -- -- -- --
Net earnings -- -- -- -- --
Comprehensive income -- -- -- -- --
------------ ------------ ------------ ------------ ------------ Balances at December 31, 1997 5,685,062 5,000 762,612 1,000 12,997,000
Exercise of stock options 5,334 -- -- -- 12,000
Repurchase of common stock (314,300) -- -- -- (830,000)Comprehensive income: Foreign currency
translation adjustment -- -- -- -- --
Net earnings -- -- -- -- --
Comprehensive income -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balances at December 31, 1998 5,376,096 5,000 762,612 1,000 12,179,000
Repurchase of common stock (291,070) -- -- -- (722,000)Comprehensive income: Foreign currency
translation adjustment -- -- -- -- --
Net earnings -- -- -- -- --
Comprehensive income -- -- -- -- --
------------ ------------ ------------ ------------ ------------
Balances at December 31, 1999 5,085,026 $ 5,000 762,612 $ 1,000 $ 11,457,000
============ ============ ============ ============ ============
Accumulated
other Total
Retained comprehensive shareholders'
earnings income equity
-------------- -------------- --------------
Balances at December 31, 1996 $ 9,575,000 $ -- $ 24,113,000
Exercise of stock options -- -- 11,000
Repurchase of common stock -- -- (1,549,000)Tax effect of disqualifying
disposition of stock options -- -- 3,000Comprehensive income: Foreign currency
translation adjustment -- (57,000) (57,000)
Net earnings 1,850,000 -- 1,850,000
--------------
Comprehensive income -- -- 1,793,000
-------------- -------------- --------------
Balances at December 31, 1997 11,425,000 (57,000) 24,371,000
Exercise of stock options -- -- 12,000
Repurchase of common stock -- -- (830,000)Comprehensive income: Foreign currency
translation adjustment -- 44,000 44,000
Net earnings 1,499,000 -- 1,499,000
--------------
Comprehensive income -- -- 1,543,000
-------------- -------------- --------------
Balances at December 31, 1998 12,924,000 (13,000) 25,096,000
Repurchase of common stock -- -- (722,000)Comprehensive income: Foreign currency
translation adjustment -- 37,000 37,000
Net earnings 1,029,000 -- 1,029,000
--------------
Comprehensive income -- -- 1,066,000
-------------- -------------- --------------
Balances at December 31, 1999 $ 13,953,000 $ 24,000 $ 25,440,000
============== ============== ==============
See accompanying notes to consolidated financial statements.
TAITRON COMPONENTS INCORPORATED
Consolidated Statements of Cash Flows
Year ended December 31,
1999 1998 1997
------------ ------------ ------------
Cash flows from operating activities:
Net earnings $ 1,029,000 $ 1,499,000 $ 1,850,000
------------ ------------ ------------
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 442,000 309,000 348,000
Deferred income taxes 314,000 (145,000) (104,000)
Changes in assets and liabilities:
Trade accounts receivable 353,000 870,000 (1,288,000)
Inventory 5,715,000 889,000 (589,000)
Prepaid expenses and other current assets 145,000 (45,000) (42,000)
Other assets 250,000 (99,000) (12,000)
Trade accounts payable (2,157,000) 1,172,000 (502,000)
Accrued liabilities (37,000) (230,000) (139,000)
------------ ------------ ------------
Total adjustments 5,025,000 2,721,000 (2,328,000)
------------ ------------ ------------
Net cash provided by (used in) operating activities 6,054,000 4,220,000 (478,000)
Cash flows from investing activities:
Acquisition of property and equipment (3,858,000) (976,000) (998,000)
Loans to others (200,000) --
------------ ------------ ------------
Net cash used in investing activities (3,858,000) (1,176,000) (998,000)
Cash flows from financing activities:
Borrowings on long-term debt 8,986,000 4,000,000 12,950,000
Proceeds from exercise of stock options -- 12,000 11,000
Tax effect of disqualifying dispositions of stock options -- -- 3,000
Payments on long-term debt (10,587,000) (6,069,000) (10,017,000)
Repurchase of Common stock (722,000) (830,000) (1,549,000)
------------ ------------ ------------
Net cash (used in) provided by financing activities (2,323,000) (2,887,000) 1,398,000
------------ ------------ ------------
Impact of changes in exchange rates on cash 37,000 44,000 (59,000)
------------ ------------ ------------
Net (decrease) increase in cash and cash equivalents (90,000) 201,000 (137,000)
Cash and cash equivalents, beginning of year 364,000 163,000 300,000
------------ ------------ ------------
Cash and cash equivalents, end of year $ 274,000 $ 364,000 $ 163,000
============ ============ ============
Supplemental disclosures of cash flow information:
Cash paid for interest $ 992,000 $ 1,182,000 $ 1,008,000
============ ============ ============
Cash paid for income taxes $ 564,000 $ 996,000 $ 1,410,000
============ ============ ============
See accompanying notes to consolidated financial statements.
TAITRON COMPONENTS INCORPORATED
Notes to Consolidated Financial Statements
DESCRIPTION OF BUSINESS
Taitron Components Incorporated ("Taitron" or the "Company") is a "discrete components superstore," which distributes a wide variety of transistors, diodes and other discrete semiconductors, optoelectronic devices and passive components to other electronic distributors, contract electronic manufacturers (CEMs) and original equipment manufacturers (OEMs), who incorporate these devices into their products. In order to meet the rapid delivery requirements of its customers, the Company maintains a significant inventory of discrete components.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and its majority-owned subsidiary. All significant intercompany transactions have been eliminated in consolidation.
CONCENTRATION OF RISK
A significant number of the products distributed by the Company are manufactured in Taiwan, China, South Korea and the Philippines. The purchase of goods manufactured in foreign countries is subject to a number of risks, including economic disruptions, transportation delays and interruptions, foreign exchange rate fluctuations, imposition of tariffs and import and export controls and changes in governmental policies, any of which could have a material adverse effect on the Company's business and results of operations.
The ability to remain competitive with respect to the pricing of imported components could be adversely affected by increases in tariffs or duties, changes in trade treaties, strikes in air or sea transportation, and possible future United States legislation with respect to pricing and import quotas on products from foreign countries. For example, it is possible that political or economic developments in China, or with respect to the United States relationship with China, could have an adverse effect on the Company's business. The Company's ability to remain competitive could also be affected by other government actions related to, among other things, anti-dumping legislation and international currency fluctuations. While the Company does not believe that any of these factors adversely impact its business at present, there can be no assurance that these factors will not materially adversely affect the Company in the future. Any significant disruption in the delivery of merchandise from the Company's suppliers, substantially all of whom are foreign, could also have a material adverse impact on the Company's business and results of operations. Management estimates that over 50% of the Company's products are produced in Asia.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of 90 days or less to be cash equivalents. Management of the Company maintains a relatively low cash balance as cash is used to buy inventory and to repay debt in order to reduce interest cost.
REVENUE RECOGNITION
Revenue is recognized upon shipment of the merchandise. Reserves for sales allowances and customer returns are established based upon historical experience and management's estimates as shipments are
made. Sales returns for the years ended December 31, 1999, 1998 and 1997 aggregated $715,000, $1,128,000 and $1,110,000, respectively.
ALLOWANCE FOR SALES RETURNS AND DOUBTFUL ACCOUNTS
The allowance for sales returns and doubtful accounts was $120,000 and $160,000 at December 31, 1999 and 1998, respectively.
INVENTORY
Inventory, consisting principally of products held for resale, is stated at the lower of cost or market, using the first-in, first-out method. The amount presented in the accompanying financial statements is net of valuation allowances of $1,054,000 and $1,593,000 at December 31, 1999 and 1998, respectively. The Company uses a systematic methodology that includes regular evaluations of inventory to identify obsolete, slow-moving and non-saleable inventory
DEPRECIATION AND AMORTIZATION
Depreciation and amortization of property and equipment are computed principally using the accelerated and the straight-line methods using lives from 5 to 7 years for furniture, machinery and equipment and 31.5 years for building and building improvements.
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
STOCK OPTION PLAN
On January 1, 1996, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based Compensation," which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows entities to continue to apply the provisions of APB Opinion No. 25, under which, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price, and provides pro forma net income and pro forma earnings per share disclosures for employee stock options as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123.
INCOME TAXES
The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which such temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
FINANCIAL INSTRUMENTS
The estimated fair values of cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate their carrying value because of the short-term maturity of these
instruments. The fair value of long-term debt approximates its carrying value as the interest rates are comparable to rates currently offered to the Company for similar debt instruments with similar maturities. All financial instruments are held for purposes other than trading.
NET EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company.
FOREIGN CURRENCY TRANSLATION
The financial statements of the Company's majority owned subsidiary in Mexico and division in Taiwan, which were established in 1998 and 1997, respectively, are translated into United States dollars. Balance sheet accounts are translated at year-end or historical rates while income and expenses are translated at weighted-average exchange rates for the year. Translation gains or losses related to net assets are shown as a separate component of shareholders' equity as comprehensive income. Gains and losses resulting from realized foreign currency transactions (transactions denominated in a currency other than the entities' functional currency) are included in operations. Such transactional gains and losses are not significant to the financial statements for 1999, 1998 and 1997.
SEGMENT REPORTING
The Company is centrally managed and operates in one business segment: distribution of discrete semiconductors.
RECLASSIFICATIONS
Certain amounts in the 1998 and 1997 financial statements have been reclassified to conform to the 1999 financial statement presentation.
USE OF ESTIMATES
The Company's 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 these financial statements in conformity with generally accepted accounting principles. These estimates have a significant impact on the Company's valuation and reserve accounts relating to the Company's allowance for sales returns, doubtful accounts and inventory reserves.
Actual results could differ from these estimates.
(2) PROPERTY AND EQUIPMENT
Property and equipment, at cost, is summarized as follows:
DECEMBER 31,
---------------------------------------
1999 1998
------------------ ------------------
Land $ 1,649,000 $ 474,000
Building and improvements 3,934,000 1,487,000
Furniture and equipment 593,000 524,000
Computer and test equipment 1,694,000 1,527,000
Accumulated depreciation and amortization (1,478,000) (1,036,000)
------------------ ------------------
$ 6,392,000 $ 2,976,000
================== ==================
(3) REVOLVING LINE OF CREDIT
The Company has a revolving line of credit facility which provides up to $16 million for operating purposes and up to an additional $4 million for business acquisition purposes, which matures on May 18, 2001. The agreement governing this credit facility contains covenants that require the Company to be in compliance with certain financial ratios. Borrowings on the line of credit are secured by substantially all of the Company's assets.
The revolving line of credit contains security agreements which essentially cover all assets of the Company and bear interest at the bank's prime rate (8.50% at December 31, 1999) or at the option of the Company, at LIBOR (weighted average of 6.20% at December 31, 1999) plus 1.35%.
(4) LONG-TERM DEBT
Long-term debt at December 31, 1999 and 1998 consists of the following:
1999 1998
-------- --------
First trust deed loan payable in monthly installments of
$4,349, bearing interest at the rate of 6.359% per annum,
due December 1, 2013. $ 455,000 $ 475,000
8% convertible subordinated debenture, principal due May 18, 2001. 3,000,000 3,000,000
-------------- --------------
3,455,000 3,475,000
Less current portion 21,000 20,000
--------------- ---------------
$3,434,000 $3,455,000
=============== ===============
Minimum future payments of long-term debt are summarized as follows:
Year ending December 31:
2000 $ 21,000
2001 3,022,000
2002 24,000
2003 25,000
2004 27,000
Thereafter 336,000
-----------------
$3,455,000
=================
CONVERTIBLE SUBORDINATED DEBENTURE
In May 1996, the Company issued a Convertible Subordinated Debenture (the "Note") for $3,000,000 with interest at 8% payable annually and the principal due May 2001. The Note is convertible into the Company's Class A Common Stock at the conversion price of $5.25 per share, the market price of the stock on the date of issuance. These securities have not been registered under the Securities Act of 1933, as amended (the "Act"), in the belief that the securities are exempt from such registration under Regulation S of the Act.
(5) SHAREHOLDERS' EQUITY
There are 5,000,000 shares authorized preferred stock, par value $.001 per share, with no shares of preferred stock outstanding. The terms of the shares are subject to the discretion of the Board of Directors.
There are 20,000,000 shares authorized Class A common stock, par value $.001 per share, with 5,085,026 and 5,376,096 shares issued and outstanding as of December 31, 1999 and 1998, respectively. Each holder of Class A common stock is entitled to one vote for each share held.
There are 762,612 shares authorized Class B common stock, par value $.001 per share, with 762,612 shares issued and outstanding as of December 31, 1999 and 1998. Each holder of Class B common stock is entitled to ten votes for each share held. The shares of Class B common stock are convertible at any time at the election of the shareholder into one share of Class A common stock, subject to certain adjustments. The Company's Chief Executive Officer is sole beneficial owner of all the outstanding shares of Class B common stock.
During 1999, 1998, and 1997 the Company repurchased 291,070, 314,300 and 487,113 shares of its Class A Common Stock on the open market for $722,000, $830,000 and $1,549,000, respectively, and permanently retired such shares.
(6) INCOME TAXES
Income tax expense is summarized as follows:
YEAR ENDED DECEMBER 31
-----------------------------------------------------
1999 1998 1997
---------------- ---------------- ----------------
Current:
Federal $351,000 $867,000 $1,008,000
State 94,000 301,000 316,000
---------------- ---------------- ---------------
445,000 1,168,000 1,324,000
Deferred:
Federal 237,000 (80,000) (86,000)
State 77,000 (65,000) (18,000)
---------------- ---------------- ---------------
314,000 (145,000) (104,000)
---------------- ---------------- ---------------
$759,000 $1,023,000 $1,220,000
================ ================ ===============
The actual income tax expense differs from the "expected" tax expense computed by applying the Federal corporate tax rate of 34% to earnings before income taxes as follows:
YEAR ENDED DECEMBER 31
---------------------------------------------
1999 1998 1997
------------------ ---------------- ----------------
"Expected" income tax expense $645,000 $ 857,000 $1,044,000
State tax expense, net of Federal benefit 110,000 155,000 190,000
Other 4,000 11,000 (14,000)
------------------ ---------------- ----------------
$759,000 $1,023,000 $1,220,000
================== ================ ================
The tax effects of temporary differences which give rise to significant portions of the deferred tax assets are summarized as follows:
DECEMBER 31
------------------------------------
1999 1998
---------------- -----------------
DEFERRED TAX ASSETS:
Inventory reserves $ 434,000 $586,000
Section 263a adjustment 141,000 162,000
Allowances for bad debts and returns 51,000 69,000
Accrued expenses 26,000 78,000
Other 36,000 9,000
---------------- -----------------
Total deferred tax assets 688,000 904,000
DEFERRED TAX LIABILITY:
Depreciation (101,000) (43,000)
Other (91,000) --
---------------- -----------------
Net deferred tax assets $ 496,000 $861,000
================ =================
Based upon the level of historical taxable earnings and projections of future
taxable earnings over the periods in which the temporary differences are deductible,
management has concluded that, as of December 31, 1999, it is more likely than
not that the Company will realize the benefits of these deductible differences.
(7) 401(K) PROFIT SHARING PLAN
In January 1995, the Company implemented a defined contribution profit sharing plan pursuant to Section 401(k) of the Internal Revenue Code (the Code) covering all employees of the Company. Participants once eligible, as defined by the plan, may contribute up to 15% of their compensation, but not in excess of the maximum allowed under the Code. The plan provides for a matching contribution at the discretion of the Company which vests immediately, as defined by the plan. For the years ended December 31, 1999, 1998 and 1997 employer matching contributions aggregated approximately $24,000, $32,000 and $29,000, respectively. The plan purchased 9,780, 17,942 and 28,666 shares of the Company's common stock on the open market for cash consideration of approximately $19,000, $34,000,and $97,000 during the years ended December 31, 1999, 1998 and 1997, respectively.
(8) STOCK OPTIONS AND WARRANTS
In March 1995, the Company established the 1995 Stock Incentive Plan (the Plan) expiring in March, 2005. The Plan provides for the issuance of an aggregate of 740,000 incentive stock options, nonstatutory options or stock appreciation rights (SAR's) to directors, officers and other employees of the Company. Under the Plan, incentive stock options may be granted at prices equal to at least the fair market value of the Company's Class A common stock at the date of grant. Nonstatutory options and stock appreciation rights may be granted at prices equal to at least 85% and 100%, respectively, of the fair market value of the Company's Class A common stock at the date of grant. Outstanding options and rights vest ratably over three years commencing one year from the date of grant and are subject to termination provisions as defined in the Plan. The Plan also provides for automatic grants of nonstatutory options to purchase 5,000 shares of Class A common stock to all members of the committee administering the Plan, upon their initial election to such committee and each year thereafter. The exercise price of these options will be equal to the fair market value of the Company's Class A common stock at the date of grant.
In November 1996, the Company gave each employee who held options and SARs issued during 1995 and 1996 with exercise prices of $5.25 and $7.125 the right to receive, in place of such options, an amended option for half the shares covered by the original option but with a reduced exercise price of $2.25 (the market price on November 21, 1996).
In connection with the Company's initial public offering, the Company issued warrants exercisable over a period of four years commencing April 19, 1996 to purchase 220,000 shares of the Company's Class A common stock at a price of $6.30, which is 120% of the initial public offering price.
In April 1995, the Company granted 6,600 stock appreciation rights to certain employees at an exercise price of $5.25. Compensation expense related to these rights was $0, $0, and $3,800 in 1999, 1998 and 1997, respectively.
The fair value of options, SAR's and warrants used to compute pro forma net earnings and earnings per share disclosures is the estimated present value at grant date using the Black-Scholes option-pricing model with the following weighted average assumptions used for 1999: dividend yield of 0%; expected volatility of 72%; a risk free interest rate of approximately 7% and an expected holding period of five years; and assumptions for 1998 and 1997: dividend yield of 2%; expected volatility of 40%; a risk free interest rate of approximately 6% and an expected holding period of five years. The incremental fair value of the modified options substituted for options issued during 1995, used to compute pro forma net earnings and earnings per share disclosures was determined using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 2%; expected volatility of 40%; a risk free interest rate of approximately 6%; and an expected holding period of 3.5 years, adjusted to reflect the remaining period to maturity of the modified options.
The Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", but applies Accounting Principles Board Opinion No. 25 and related interpretations in accounting for its Plan SAR's and warrants. If the Company had elected to recognize compensation cost based on the fair value at the grant dates for awards under the Plan SAR's and warrants (including the modified awards), consistent with the method prescribed by SFAS No. 123, net earnings and earnings per share would have been changed to the pro forma amounts indicated below:
YEAR ENDED DECEMBER 31,
----------------------------------
1999 1998 1997
---- ---- ----
Net earnings As reported $1,029,000 $1,499,000 $1,850,000
Pro forma $ 765,000 $1,410,000 $1,482,000
Diluted Earnings per share As reported $ .17 $ .24 $ .27
Pro forma $ .13 $ .22 $ .22
The disclosure of compensation cost under this pronouncement may not be representative of the effects on net earnings for future years. Stock option and SAR activity during the periods indicated is as follows:
WEIGHTED AVERAGE
NUMBER EXERCISE
OF SHARES PRICE
------------------ ------------------
Balance at December 31, 1996 162,050 $ 2.34
Granted 253,400 2.51
Exercised (4,834) 2.25
Forfeited (33,066) 2.50
Canceled -- --
-----------------
Balance at December 31, 1997 377,550 2.44
Granted -- --
Exercised (5,334) 2.25
Forfeited (36,966) 2.67
Canceled -- --
-----------------
Balance at December 31, 1998 335,250 2.66
Granted 375,400 1.67
Exercised -- --
Forfeited (73,800) 1.92
Canceled -- --
-----------------
Balance at December 31, 1999 636,850 $ 1.69
-----------------
The weighted average fair value of options granted in 1999 and 1997 was $1.17
and $.94, respectively. There were no options granted in 1998.
At December 31, 1999, the range of exercise prices was $1.31 to $3.25 and the remaining contractual life of outstanding options is 90 days after termination of employment of option holder.
At December 31, 1999, 1998 and 1997, the number of options exercisable was 442,383, 251,566 and 193,006, respectively, and weighted average exercise prices of those options were $2.58, $2.67 and $2.36, respectively.
(9) NET EARNINGS PER SHARE
The following data shows a reconciliation of the numerators and the denominators used in computing earnings per share and the weighted average number of shares of dilutive potential common stock.
YEAR ENDED DECEMBER 31,
---------------------------------------------------
1999 1998 1997
------------- ------------- --------------
Net earnings available to common
Shareholders used in basic EPS $1,029,000 $1,499,000 $1,850,000
============= ============= ==============
Weighted average number of common shares
used in basic EPS 6,006,436 6,277,697 6,643,975
------------- ------------- --------------
Basic EPS $ .17 $ .24 $ .28
------------- ------------- --------------
Effect of dilutive securities:
Warrants - - -
Options 43,886 9,215 88,881
------------- ------------- --------------
Weighted number of common shares and
dilutive potential common shares used in
diluted EPS 6,050,322 6,286,912 6,732,856
============= ============= ==============
Diluted EPS $ .17 $ .24 $ .27
============= ============= ==============
Warrants on 220,000 shares of common stock were not included in computing diluted
EPS for the years ended December 31, 1999, 1998 and 1997 because their effects
were antidilutive. Also, convertible subordinated debentures convertible into
571,429 shares of common stock were not included in computing diluted EPS for
the years ended December 31, 1999, 1998 and 1997 because their effects were antidilutive.
(10) COMMITMENTS
OPERATING LEASES
The Company leases property and equipment under noncancelable operating leases expiring on various dates through 2004 with total future commitments of $161,000. The new operating leases entered in 1999 were for the Company's new outside sales offices located in Arizona, California, Florida and New York. Each lease expires November 30, 2002, December 31, 2002, and June 30, 2002, respectively. Rental expense for the years ended December 31, 1999, 1998 and 1997 aggregated $134,000, $175,000 and $160,000, respectively.
At December 31, 1999 and 1998, the Company had no standby or commercial letters of credit outstanding under the revolving line of credit agreement with the bank (Note 3).
(11) VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
The following is the Company's schedule of activity in the valuation and qualifying accounts and reserves for the years ended December 31, 1999, 1998 and 1997:
BALANCE AT CHARGED TO BALANCE
BEGINNING COSTS AND AT END
OF YEAR EXPENSES DEDUCTIONS OF YEAR
-------------- --------------- ---------------- --------------
Allowance for sales returns and
doubtful accounts:
1997 $ 135,000 $1,169,000 $1,169,000 $ 135,000
1998 $ 135,000 $1,006,000 $ 981,000 $ 160,000
1999 $ 160,000 $ 800,000 $ 840,000 $ 120,000
Inventory reserves:
1997 $ 988,000 $ 303,000 $ - $1,291,000
1998 $1,291,000 $ 302,000 $ - $1,593,000
1999 $1,593,000 $ - $ 539,000 $1,054,000
ITEM 9. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ACCOUNTING AND FINANCIAL
DISCLOSURES
On December 8, 1998, the Company filed on Form 8-K, dated December 2, 1998, reporting a change of the Company's accountants. KPMG, LLP (formerly known as KPMG Peat Marwick LLP) ("KPMG") was previously the principal accountants for the Company. On December 2, 1998, KPMG was dismissed by the Company as principal accountants and Grant Thornton LLP was engaged as principal accountants to audit the accounts of the company for the year ending December 31, 1998. The decision to change accountants was approved by the Company's Audit Committee and the Board of Directors.
During the fiscal years ended December 31, 1997 and 1996 and through the date of this report, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure or audit scope or procedure which disagreement, if not resolved to the satisfaction of KPMG, would have caused them to make reference to the matter of such disagreement in connection with the Form 8-K, dated December 2, 1998. The accountant's report for the fiscal years ended December 31, 1997 and 1996 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company had requested that KPMG furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter is filed as Exhibit 16 to the Form 8-K, dated December 2, 1998, incorporated herein by reference.