Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 27, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | AIR INDUSTRIES GROUP | ||
Entity Central Index Key | 0001009891 | ||
Trading Symbol | AIRI | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2018 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 30,045,613 | ||
Entity Common Stock, Shares Outstanding | 28,655,572 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets | ||
Cash and Cash Equivalents | $ 2,012,000 | $ 630,000 |
Escrow Deposits | ||
Accounts Receivable, Net of Allowance for Doubtful Accounts of $524,000 and $494,000, respectively | 6,522,000 | 5,464,000 |
Inventory | 29,051,000 | 31,141,000 |
Prepaid Expenses and Other Current Assets | 414,000 | 214,000 |
Prepaid Taxes | 49,000 | 49,000 |
Assets Held for Sale | 10,082,000 | |
Total Current Assets | 38,048,000 | 47,580,000 |
Property and Equipment, Net | 8,777,000 | 10,050,000 |
Capitalized Engineering Costs - Net of Accumulated Amortization of $0 and $5,380,000, respectively | 2,188,000 | |
Deferred Financing Costs, Net, Deposits and Other Assets | 768,000 | 665,000 |
Goodwill | 163,000 | 272,000 |
TOTAL ASSETS | 47,756,000 | 60,755,000 |
Current Liabilities | ||
Notes Payable and Capitalized Lease Obligations - Current Portion | 16,793,000 | 23,131,000 |
Notes Payable - Related Party - Current Portion | 2,552,000 | 262,000 |
Accounts Payable and Accrued Expenses | 8,723,000 | 10,872,000 |
Deferred Gain on Sale - Current Portion | 38,000 | 38,000 |
Deferred Revenue | 881,000 | 931,000 |
Liabilities Directly Associated with Assets Held for Sale | 2,795,000 | |
Income Taxes Payable | 20,000 | 20,000 |
Total Current Liabilities | 29,007,000 | 38,049,000 |
Long Term Liabilities | ||
Notes Payable and Capitalized Lease Obligations - Net of Current Portion | 3,438,000 | 1,798,000 |
Notes Payable - Related Party - Net of Current Portion | 2,283,000 | 1,650,000 |
Deferred Gain on Sale - Net of Current Portion | 257,000 | 295,000 |
Deferred Rent | 1,165,000 | 1,197,000 |
TOTAL LIABILITIES | 36,150,000 | 42,989,000 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Preferred Stock, par value $.001 - Authorized 3,000,000 shares, 0 outstanding at December 31, 2018 and 2017 | ||
Common Stock - Par Value $.001 - Authorized 50,000,000 Shares, 28,392,070 and 25,213,805 Shares Issued and Outstanding as of December 31, 2018 and December 31, 2017, respectively | 28,000 | 25,000 |
Additional Paid-In Capital | 76,101,000 | 71,272,000 |
Accumulated Deficit | (64,523,000) | (53,531,000) |
TOTAL STOCKHOLDERS' EQUITY | 11,606,000 | 17,766,000 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 47,756,000 | $ 60,755,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 524,000 | $ 494,000 |
Accumulated amortization | $ 0 | $ 5,380,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 3,000,000 | 3,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000,000 | 50,000,000 |
Common stock, shares issued | 28,392,070 | 25,213,805 |
Common stock, shares outstanding | 28,392,070 | 25,213,805 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
Net Sales | $ 46,309,000 | $ 49,869,000 |
Cost of Sales | 40,895,000 | 45,002,000 |
Gross Profit | 5,414,000 | 4,867,000 |
Operating Expenses | 8,839,000 | 11,430,000 |
Impairment of goodwill | (109,000) | (6,195,000) |
Impairment on abandonment of assets | (386,000) | |
Capitalized engineering costs writeoff | (2,043,000) | |
Loss from Operations | (5,963,000) | (12,758,000) |
Interest and Financing Costs | (3,921,000) | (3,378,000) |
Loss on Extinguishment of Debt | (112,000) | |
Other Income (Expense), Net | 278,000 | (22,000) |
Loss before Provision for Income Taxes | (9,606,000) | (16,270,000) |
(Benefit from) Provision for Income Taxes | 3,000 | (197,000) |
Loss from Continuing Operations, net of taxes | (9,609,000) | (16,073,000) |
Loss from Discontinued Operations, net of taxes | ||
Losses from discontinued operating activities | (1,042,000) | (6,678,000) |
Loss (Gain) on Sale of Subsidiary | (341,000) | 200,000 |
Total Loss from Discontinued Operations, net of tax | (1,383,000) | (6,478,000) |
Net Loss | $ (10,992,000) | $ (22,551,000) |
Net Loss per share - basic | ||
Continuing operations | $ (0.36) | $ (1.21) |
Discontinued operations | (0.05) | (0.49) |
Net Loss per share - diluted | ||
Continuing operations | (0.36) | (1.21) |
Discontinued operations | $ (0.05) | $ (0.49) |
Weighted average shares outstanding - basic | 26,897,639 | 13,230,775 |
Weighted average shares outstanding - diluted | 26,900,952 | 13,230,775 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2016 | $ 1,000 | $ 7,000 | $ 55,862,000 | $ (30,980,000) | $ 24,890,000 |
Balance, shares at Dec. 31, 2016 | 1,202,548 | 7,626,945 | |||
Issuance of Preferred Stock | |||||
Issuance of Preferred Stock, shares | 91,893 | ||||
Fair Value Allocation of Warrants | 2,500,000 | 2,500,000 | |||
Issuance of Common stock | $ 6,000 | 7,621,000 | 7,627,000 | ||
Issuance of Common stock, shares | 5,900,390 | ||||
Common stock issued for directors fees | 232,000 | 232,000 | |||
Common stock issued for directors fees, shares | 154,463 | ||||
Common stock issued for legal fees | 200,000 | 200,000 | |||
Common stock issued for legal fees, shares | 92,000 | ||||
Conversion of preferred to common | $ (1,000) | $ 9,000 | 9,000 | ||
Conversion of preferred to common, shares | (1,294,441) | 8,629,606 | |||
Common stock issued for convertible notes | $ 3,000 | 4,525,000 | 4,528,000 | ||
Common stock issued for convertible notes, shares | 2,810,401 | ||||
Stock Compensation Expense | 332,000 | 332,000 | |||
Net Loss | (22,551,000) | (22,551,000) | |||
Balance at Dec. 31, 2017 | $ 25,000 | 71,272,000 | (53,531,000) | 17,766,000 | |
Balance, shares at Dec. 31, 2017 | 25,213,805 | ||||
Fair Value Allocation of Warrants | 193,000 | 193,000 | |||
Issuance of Common stock | $ 2,000 | 2,812,000 | 2,812,000 | ||
Issuance of Common stock, shares | 2,139,235 | ||||
Common stock issued for directors fees | 305,000 | 305,000 | |||
Common stock issued for directors fees, shares | 253,071 | ||||
Common stock issued for legal fees | 200,000 | 200,000 | |||
Common stock issued for legal fees, shares | 123,456 | ||||
Common stock issued for convertible notes accrued interest payment | $ 1,000 | 1,026,000 | 1,027,000 | ||
Common stock issued for convertible notes accrued interest payment, shares | 663,286 | ||||
Stock Compensation Expense | 293,000 | 293,000 | |||
Net Loss | (10,992,000) | (10,992,000) | |||
Balance at Dec. 31, 2018 | $ 28,000 | $ 76,101,000 | $ (64,523,000) | $ 11,606,000 | |
Balance, shares at Dec. 31, 2018 | 28,392,853 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (10,992,000) | $ (22,551,000) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation of property and equipment | 2,877,000 | 2,723,000 |
Amortization of intangible assets | 673,000 | |
Amortization of capitalized engineering costs | 668,000 | 423,000 |
Loss on impairment of goodwill - continuing operations | 109,000 | 6,195,000 |
Loss on impairment of goodwill - discontinued operations | 3,417,000 | |
Bad debt expense | 49,000 | 87,000 |
Non-cash employee compensation expense | 292,000 | 332,000 |
Non-cash directors compensation expense | 64,000 | 232,000 |
Amortization of deferred financing costs | 212,000 | 267,000 |
Deferred gain on sale of real estate | (38,000) | (38,000) |
(Gain) on sales of subsidiaries | 340,000 | (200,000) |
Change in useful life of capitalized engineering costs | 2,043,000 | |
Loss on impairment of intangible assets - discontinued operations | 1,085,000 | |
Loss on Assets Held for Sale | 386,000 | 1,563,000 |
Loss on extinguishment of debt | 112,000 | |
Amortization of convertible notes payable | 941,000 | 2,301,000 |
Changes in Assets and Liabilities (Increase) Decrease in Operating Assets: | ||
Assets held for sale - AMK Cash | 39,000 | |
Accounts receivable | (561,000) | 1,004,000 |
Inventory | 1,395,000 | 905,000 |
Prepaid expenses and other current assets | 39,000 | 281,000 |
Prepaid taxes | 360,000 | |
Deposits and other assets | (1,112,000) | (113,000) |
Increase (Decrease) in Operating Liabilities: | ||
Accounts payable and accrued expense | (1,127,000) | (3,527,000) |
Deferred rent | 3,000 | 34,000 |
Deferred revenue | 2,076,000 | 410,000 |
NET CASH USED IN OPERATING ACTIVITIES | (2,336,000) | (3,986,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capitalized engineering costs | (523,000) | (985,000) |
Purchase of property and equipment | (1,264,000) | (1,514,000) |
Proceeds from sale of subsidiary | 5,472,000 | 4,260,000 |
NET CASH PROVIDED BY INVESTING ACTIVITIES | 3,685,000 | 1,761,000 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Note payable - revolver - net | (2,415,000) | (7,938,000) |
Payments of note payable - term notes | (1,899,000) | (3,178,000) |
Capital lease obligations | (1,286,000) | (1,397,000) |
Proceeds from note payable - related party | 2,803,000 | 2,660,000 |
Proceeds from notes payable - third parties | 70,000 | 4,184,000 |
Payments of notes payable - third parties | (463,000) | |
Deferred financing costs | (125,000) | (50,000) |
Proceeds from issuance of common stock | 2,885,000 | 7,733,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 33,000 | 1,551,000 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENT | 1,382,000 | (674,000) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | 630,000 | 1,304,000 |
CASH AND CASH EQUIVALENTS AT END OF YEAR | 2,012,000 | 630,000 |
Supplemental cash flow information | ||
Cash paid during the period for interest | 1,509,000 | 2,035,000 |
Cash paid during the period for income taxes | 2,000 | 8,000 |
Supplemental schedule of non-cash investing and financing activities | ||
Common Stock issued for notes payable - related party | 330,000 | 2,254,000 |
Common Stock issued for notes payable - third parties | 30,000 | 1,941,000 |
Common Stock issued in lieu of accrued interest | $ 1,027,000 | |
Placement agent warrants issued | 85,000 | |
Preferred stock issued for PIK dividends | 913,000 | |
Acquisition of property and equipment financed by capital lease | 225,000 | |
Classification of assets held for sale | 10,082,000 | |
Liabilities directly associated with assets held for sale | $ (2,795,000) |
Formation and Basis of Presenta
Formation and Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Formation and Basis of Presentation [Abstract] | |
FORMATION AND BASIS OF PRESENTATION | Note 1. FORMATION AND BASIS OF PRESENTATION Organization On August 30, 2013, Air Industries Group, Inc. (“Air Industries Delaware”) changed its state of incorporation from Delaware to Nevada as a result of a merger with and into its newly formed wholly-owned subsidiary, Air Industries Group, a Nevada corporation (“Air Industries Nevada” or “AIRI”) and the surviving entity, pursuant to an Agreement and Plan of Merger. Air Industries Nevada is deemed to be the successor. The accompanying consolidated financial statements presented are those of AIRI, and its wholly-owned subsidiaries; Air Industries Machining Corp. (“AIM”), Welding Metallurgy, Inc. (“WMI” or “Welding”), Miller Stuart, Inc. (“Miller Stuart”), Nassau Tool Works, Inc. (“NTW”), Woodbine Products, Inc. (“Woodbine” or “WPI”), Decimal Industries, Inc. (“Decimal”), Eur-Pac Corporation (“Eur-Pac” or “EPC”), Electronic Connection Corporation (“ECC”), AMK Welding, Inc. (“AMK”), Air Realty Group, LLC (“Air Realty”) Sterling Engineering Corporation (“Sterling”), and Compac Development Corporation (“Compac”), together, the (“Company”). Going Concern The Company suffered losses from operations of $5,963,000 and $12,758,000 for the years ended December 31, 2018 and 2017, and net losses of $10,992,000 and $22,551,000 for the years ended December 31, 2018 and 2017, respectively. The Company also had negative cash flows from operations for the year ended December 31, 2017. In January 2017, the Company sold one of its operating subsidiaries. In December 2018, the Company sold a majority of its Aerostructures & Electronics segment. During the year ended December 31, 2016 and subsequent thereto, the Company sold in excess of $29,856,000 in debt and equity securities to secure funds to operate its business. The continuation of the Company’s business is dependent upon its ability to achieve profitability and positive cash flow and, pending such achievement, future issuances of equity or other financing to fund ongoing operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Sale of AMK On January 27, 2017, the Company sold all of the outstanding shares of AMK to Meyer Tool, Inc., pursuant to a Stock Purchase Agreement dated January 27, 2017 for a purchase price of $4,500,000, net of a working capital adjustment of ($163,000), plus additional quarterly payments, not to exceed $ 1,500,000, equal to five percent (5%) of Net Revenues of AMK commencing April 1, 2017. The Company recorded a $200,000 gain on the sale of AMK. The gain on sale was the difference between the non-contingent payments and the carrying value of the disposed business. The Company has made an accounting policy decision to record the contingent consideration as it is determined to be realizable. The proceeds of the sale of AMK were applied as follows: $1,700,000 to the payment of the Term Loan (as defined in the PNC Loan Agreement), $1,800,000 to the payment of outstanding Revolving Advances (as defined in the PNC Loan Agreement), and $500,000 to the payment of existing accounts payable. The remaining $500,000 later was applied to the payment of the Revolving Advance. Sale of Welding Metallurgy Inc. On December 20, 2018, the Company sold all of the outstanding shares of WMI including its wholly owned subsidiaries Miller Stuart, Woodbine, Decimal and Compac Development Corp to CPI Aerostructures, Inc., pursuant to a Stock Purchase Agreement (SPA) for a purchase price of $9,000,000, reduced by a working capital adjustment of ($1,093,000). The sale required an escrow deposit of $2,000,000 to cover the working capital adjustment and our obligation to indemnify CPI against damages arising out of the breach of our representations and warranties and obligations under the SPA. The amount of the working capital deficit has been contested by CPI and the discrepancy will likely be resolved through arbitration in accordance with the terms of the Stock Purchase Agreement. At December 31, 2017, WMI’s assets and liabilities had been reclassified as Assets Held for Sale and Liabilities Directly Associated with Assets Held for Sale, respectively. Closing EPC and ECC On April 30, 2018 Eur Pac Corporation (EPC) received a “Notice of Proposed Debarment” from the Department of the Navy – its principal customer. Immediately after receiving this notice, EPC and AIRI retained counsel to appeal the proposed debarment, and submitted information in opposition to the proposed debarment, and EPC representatives met with the Navy to discuss the matter. On November 8, 2018 EPC received formal notice from the Department of the Navy that EPC’s opposition to debarment was rejected and that EPC was debarred from future government contracts until October 29, 2020. Management implemented its plan to complete existing contracts that had already been awarded and closed EPC by March 31, 2019. The Company recognized a loss on abandoned assets of $386,000 in connection with the shutdown of EPC. Additionally, the Company determined that goodwill for ECC in the amount of $109,000 had been impaired and is included in the loss from continuing operations. Subsequent Events On January 15, 2019, the Company entered into a Purchase Agreement with 15 accredited investors (the “Purchasers”), pursuant to which the Company assigned to the Purchasers all of its right, title and interest to the remaining $1,136,710 of the $1,500,000 in payments due from Meyer Tool, Inc. for the sale of AMK Welding, Inc. (the “Remaining Amount”) for an aggregate purchase price of $800,000, including $100,000 from each of Michael and Robert Taglich, and $75,000 for the benefit of the children of Michael Taglich. The payments are based upon the net sales of AMK Welding, Inc., which the Company sold to Meyer Tool in January 2017. The Purchasers have the right to demand payment of their pro rata portion of the unpaid Remaining Amount from us commencing March 31, 2023 (“Put Right”). To the extent the Purchasers exercise their Put Right, the remaining payments from Meyer will be made to the Company. The Purchasers have agreed to pay Taglich Brothers, Inc. a fee equal to 2% per annum of the purchase price paid by such Purchasers, payable quarterly, to be deducted from the payments of the Remaining Amount, for acting as paying agent in connection with the assignment of the Company’s rights to the payments from Meyer Tool. Michael and Robert Taglich, directors of the Company, are the principals of Taglich Brothers, Inc. On January 15, 2019, the Company issued its 7% senior subordinate convertible promissory notes due December 31, 2020, each in the principal amount of $1,000,000 (together the “Notes” and each a “Note”), to Michael Taglich and Robert Taglich, each for a purchase of $1,000,000. Each Note bears interest at the rate of 7% per annum, is convertible to shares of the Company’s common stock at a conversion price of $0.93 per share, subject to the anti-dilution adjustments set forth in the 7% Note, is subordinated to the Company’s indebtedness under its credit facility with PNC Bank, National Association, and matures at December 31, 2020, or earlier upon an Event of Default (as defined in the Note). The Company will pay Taglich Brothers, Inc. a fee of $80,000 (4% of the purchase price of the Notes), payable in the form of a promissory note having terms similar to the Notes, in connection with the purchase of the Notes. Management has evaluated subsequent events through the date of this filing. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | Note 2. DISCONTINUED OPERATIONS As discussed in Note 1, the Company sold WMI in December 2018. As such, this business is reported as discontinued operations for the years ended December 31, 2018 and 2017. As required, the Company has retrospectively recast its consolidated statements of operations and balance sheets for all periods presented. The Company has not segregated the cash flows of this business in the consolidated statements of cash flows. Management was also required to make certain assumptions and apply judgment to determine historical expenses related to the discontinued operations presented in prior periods. Unless noted otherwise, discussion in the Notes to Consolidated Financial Statements refers to the Company’s continuing operations. The following table presents a reconciliation of the major financial lines constituting the results of operations for discontinued operations to the net income (loss) from discontinued operations presented separately in the consolidated statement of operations: December 31, 2018 2017 Net revenue $ 13,852,000 $ 13,129,000 Cost of goods sold 13,596,000 11,245,000 Gross profit 256,000 1,884,000 Operating expenses: Selling, general and administrative 1,306,000 2,488,000 Loss on assets held for sale - 2,648,000 Impairment of Goodwill - 3,417,000 Total operating expenses 1,306,000 8,553,000 Interest expense 1,000 (12,000 ) Other income 7,000 3,000 Loss from discontinued operations before income taxes (1,042,000 ) (6,678,000 ) Provision for income taxes - - Net loss from discontinued operations $ (1,042,000 ) $ (6,678,000 ) The following table presents a reconciliation of WMI net cash flow from operating, investing and financing activities for the periods indicated below: 2018 2017 Net cash used in operating activities - discontinued operation $ ( 439,000 ) $ (2,765,000 ) Net cash used in investing activities - discontinued operation $ 49,000 $ (33,000 ) Net cash provided by financing activities - discontinued operations $ 475,000 $ 2,665,000 Depreciation and amortization $ 156,000 $ 375,000 Capital expenditures $ - $ (33,000 ) See Note 8 for a reconciliation of the carrying amounts of major classes of assets and liabilities of the discontinued operations to the total assets and liabilities of the disposal group classified as held for sale that are presented separately in the consolidated balance sheets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principal Business Activity The Company through its AIM subsidiary is primarily engaged in manufacturing aircraft structural parts, and assemblies for prime defense contractors in the aerospace industry in the United States. NTW is a manufacturer of aerospace components, principally landing gear for F-16 and F-18 fighter aircraft. Welding Metallurgy is a specialty welding and products provider whose significant customers include the world’s largest aircraft manufacturers, subcontractors, and original equipment manufacturers. Miller Stuart is a manufacturer of aerospace components whose customers include major aircraft manufacturers and the US Military. Miller Stuart specializes in electromechanical systems, harness and cable assemblies, electronic equipment and printed circuit boards. Woodbine is a manufacturer of aerospace components whose customers include major aircraft component suppliers. Eur-Pac specializes in military packaging and supplies. Eur-Pac s primary business is “kitting” of supplies for all branches of the United States Defense Department including ordnance parts, hose assemblies, hydraulic, mechanical and electrical assemblies. Compac specializes in the manufacture of RFI/EMI (Radio Frequency Interference Electro-Magnetic Interference) shielded enclosures for electronic components. The Company’s customers consist mainly of publicly traded companies in the aerospace industry. Principles of Consolidation The accompanying consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. Discontinued Operations Prior to its sale, WMI was classified as a discontinued operation (see “Note 2 - Discontinued Operations”). As required, the Company has retrospectively recast its consolidated statements of operations and balance sheets for all periods presented to reflect these businesses as discontinued operations. The Company has not segregated the cash flows of these businesses in the consolidated statements of cash flows. Management was also required to make certain assumptions and apply judgment to determine historical expenses related to the discontinued operations presented in prior periods. Unless noted otherwise, discussion in the Notes to Consolidated Financial Statements refers to the Company’s continuing operations. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid instruments with an original maturity of three months or less. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. Inventory Valuation The Company values inventory at the lower of cost on a first-in-first-out basis or an estimated net realizable value. The Company does not take physical inventories at interim quarterly reporting periods. The value of the majority of the items in inventory has been estimated using a gross profit percentage based on sales of previous periods compared to the net sales of the current period, as management believes that the gross profit percentage on these items are materially consistent from period to period. The remainder of the inventory value is based on the Company’s standard cost perpetual inventory system, as management believes the perpetual system computed value for these items provides a better estimate of value for that inventory. The Company generally purchases raw materials and supplies uniquely suited to the production of larger more complex parts, such as landing gear, only when non-cancellable contracts for orders have been received for finished goods. It occasionally produces larger more complex products, such as landing gear, in excess of purchase order quantities in anticipation of future purchase order demand. Historically this excess has been used in fulfilling future purchase orders. The Company purchases supplies and materials useful in a variety of products as deemed necessary even though orders have not been received. The Company periodically evaluates inventory items that are not secured by purchase orders and establishes reserves for obsolescence accordingly. The Company also reserves for excess quantities, slow-moving goods, and for other impairments of value. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include purchase deposits, miscellaneous prepaid expenses and cash in escrow less a reserve. The changes in the reserve are shown below. Description Balance at Beginning of Year Charges to Loss on Sale of Subsidiary Deductions Balance at end of year Valuation reserve deducted from Prepaid Expenses and Other Current Assets: Year ended December 31, 2018 $ - $ 1,770,000 $ - $ 1,770,000 Year ended December 31, 2017 $ - $ - $ - $ - Assets Held for Sale and Liabilities Directly Associated Assets held for sale are reported at the lower of their carrying amount or fair value less cost to sell and included in current assets. Liabilities associated to business units held for sale are classified as a current liability. Capitalized Engineering Costs The Company has contractual agreements with customers to produce parts, which the customers design. Even though the Company has not designed and thus has no proprietary ownership of the parts, the manufacturing of these parts requires pre-production engineering and programming of the Company’s machines. The pre-production costs associated with a particular contract are capitalized and then amortized beginning with the first shipment of product pursuant to such contract. These costs were amortized on a straight-line basis over the estimated length of the contract, or if shorter, three years. If the Company is reimbursed for all or a portion of the pre-production expenses associated with a particular contract, only the unreimbursed portion would be capitalized. The Company may also progress bill customers for certain engineering costs being incurred. Such billings are recorded as deferred revenues until the appropriate revenue recognition criteria have been met. The Terms and Conditions contained in customer purchase orders may provide for liquidated damages in the event that a stop-work order is issued prior to the final delivery of the product. Based on various technological advances by our customer’s and the rapid pace of innovation including change in future production methodologies and systems, it has become more complicated to estimate the future life and recoverability of the assets we are currently capitalizing. It is the belief of the Company that it would be preferable and therefore justifiable to expense these costs as incurred through cost of goods sold, rather than continue to capitalize these costs and amortize them through operating expense. As of December 31, 2018, the Company has written off all capitalized engineering costs. Property and Equipment Property and equipment are carried at cost net of accumulated depreciation and amortization. Repair and maintenance charges are expensed as incurred. Property, equipment, and improvements are depreciated using the straight-line method over the estimated useful lives of the assets or the particular improvements. Expenditures for repairs and improvements in excess of $10,000 that add to the productive capacity or extend the useful life of an asset are capitalized. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and any related gain or loss is reflected in earnings. Long-Lived and Intangible Assets Identifiable intangible assets are amortized using the straight-line method over the period of expected benefit. Long-lived assets and intangible assets subject to amortization to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. The Company records an impairment loss if the undiscounted future cash flows are found to be less than the carrying amount of the asset. If an impairment loss has occurred, a charge is recorded to reduce the carrying amount of the asset to fair value. There has been no impairment as of December 31, 2018 and 2017. Deferred Financing Costs Costs incurred with obtaining and executing revolving debt arrangements are capitalized and amortized using the effective interest method over the term of the related debt. The amortization of such costs are included in interest and financing costs. Costs incurred with obtaining and executing other debt arrangements are presented as a direct deduction from the carrying value of the associated debt. Derivative Liabilities In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative liability instruments under the provisions of FASB ASC 815, Derivatives and Hedging. Revenue Recognition On January 1, 2018, the Company adopted ASC 606 “Revenue from Contracts with Customers”, as amended regarding revenue from contracts with customers using the modified retrospective approach, which was applied to all contracts with Customers. Under the new standard an entity is required to recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods. There was no cumulative financial statement effect of initially applying the new revenue standard because an analysis of our contracts supported the recognition of revenue consistent with our historical approach. In accordance with the modified retrospective approach, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a material impact on the Company’s revenues or net income on an ongoing basis. The Company’s revenues are primarily derived from consideration paid by customers for tangible goods. The Company analyzes its different goods by segment to determine the appropriate basis for revenue recognition, as described below. Revenue is not generated from sources other than contracts with customers and revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. There are no material upfront costs for operations that are incurred from contracts with customers. Our rights to payments for goods transferred to customers are conditional only on the passage of time and not on any other criteria. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 75 days. For 2017 the Company recognized revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition.” The Company recognizes revenue when products are shipped and/or the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. For 2018 and 2017, the Company recognized certain revenues under a bill and hold arrangement with two of its large customers. For any requested bill and hold arrangement, the Company made an evaluation as to whether the bill and hold arrangement qualified for revenue recognition. The customer would initiate the request for the bill and hold arrangement. The customer must have made its request in writing in addition to their fixed commitment to purchase the item. The risk of ownership has passed to the customer, payment terms were not modified and payment would be made if the goods had shipped. The Company had approximately $89,000 and $619,000 of net sales that were billed but not shipped under such bill and hold arrangements as of December 31, 2018 and 2017, respectively. Payments received in advance from customers are recorded as deferred revenue until earned, at which time revenue is recognized. The Terms and Conditions contained in our customer purchase orders often provide for liquidated damages in the event that a stop work order is issued prior to the final delivery. The Company utilizes a Returned Merchandise Authorization or RMA process for determining whether to accept returned products. Customer requests to return products are reviewed by the contracts department and if the request is approved, a credit is issued upon receipt of the product. Net sales represent gross sales less returns and allowances. Use of Estimates In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The more significant management estimates are the allowance for doubtful accounts, useful lives of property and equipment, provisions for inventory obsolescence, accrued expenses and whether to accrue for various contingencies. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known. Credit and Concentration Risks There were three customers that represented 70.0% of total sales, and three customers that represented 62.0% of total sales for the years ended December 31, 2018 and 2017, respectively. This is set forth in the table below. Customer Percentage of Sales 2018 2017 1 30.7 20.5 2 27.4 25.5 3 11.9 * 4 * 16.0 * Customer was less than 10% of sales at December 31, 2018 and 2017, respectively. There were two customers that represented 64.5% of gross accounts receivable and three customers that represented 68.7% of gross accounts receivable at December 31, 2018 and 2017, respectively. This is set forth in the table below. Customer Percentage of Receivables December December 2018 2017 1 38.3 41.9 2 26.2 14.6 3 * 12.2 * Customer was less than 10% of gross accounts receivable at December 31, 2018. During the year, the Company had occasionally maintained balances in its bank accounts that were in excess of the FDIC limit. The Company has not experienced any losses on these accounts. The Company has several key sole-source suppliers of various parts that are important for one or more of its products. These suppliers are its only source for such parts and, therefore, in the event any of them were to go out of business or be unable to provide parts for any reason, its business could be severely harmed. Income Taxes The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. The provision for, or benefit from, income taxes includes deferred taxes resulting from the temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from the differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. We evaluate, on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation, as prescribed by ASC 740-10, “Income Taxes,” includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FASB Accounting Standards Update 2015 - 17, Balance Sheet Classification of Deferred Taxes. The ASU is part of the Board’s simplification initiative aimed at reducing complexity in accounting standards. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. Importantly, the guidance does not change the existing requirement that only permits offsetting within a jurisdiction - that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity should disclose in the first interim and first annual period of change the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company has applied this guidance prospectively and has not restated prior period balances. Earnings per share Basic earnings per share is computed by dividing the net income applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. The following is a reconciliation of the denominators of basic and diluted earnings per share computations: 2018 2017 Weighted average shares outstanding used to compute basic earnings per share 26,897,639 13,230,775 Effect of dilutive stock options and warrants 3,313 - Weighted average shares outstanding and dilutive securities used to compute dilutive earnings per share 26,900,952 13,230,775 The following securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: December 31, December 31, 2018 2017 Stock Options 568,000 354,000 Warrants 1,960,000 1,480,000 2,528,000 1,834,000 The following securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during the years: December 31, December 31, 2018 2017 Stock Options 3,000 146,000 Warrants 7,000 41,000 10,000 187,000 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation.” Under the fair value recognition provision of the ASC, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options and warrants granted using the Black-Scholes-Merton option pricing model. Goodwill Goodwill represents the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. The goodwill amount of $163,000 at December 31, 2018 relates to the acquisition of NTW. The goodwill amount of $272,000 at December 31, 2017 relates to the acquisitions of NTW $163,000 and ECC $109,000. The Company accounts for the impairment of goodwill under the provisions of ASU 2011-08 (“ASU 2011-08”), “Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 updated the guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs impairment testing for goodwill annually, or more frequently when indicators of impairment exist. As discussed above, the Company adopted ASU 2011-08 and performs a qualitative assessment in the fourth quarter of each year to determine whether it was more likely than not that the fair value of a reporting unit is less than its carting amount. During 2018 the company determined that goodwill for ECC in the amount of $109,000 had been impaired and is included in the loss from continuing operations. During 2017, the Company determined that goodwill for Eur-Pac and Sterling in the amounts of $1,655,000 and $4,540,000, respectively, had been impaired. The total of $6,195,000 was included in the loss from continuing operations. Also, during 2017, the Company determined that goodwill for Welding, Woodbine and Compac in the amounts of $292,000, $2,565,000, $560,000, respectively, had been impaired. The total of $3,417,000 was included in loss from discontinued operations. Freight Out Freight out is included in operating expenses and amounted to $151,000 and $196,000 for the years ended December 31, 2018 and 2017, respectively. JOBS Act On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. An “emerging growth company,” may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. An “emerging growth company” is one with less than $1.0 billion in annual sales, that has less than $700 million in market value of its shares of common stock held by non-affiliates and issues less than $1.0 billion of non-convertible debt over a three year period. A company may take advantage of this extended transition period until the first to occur of the date that it (i) is no longer an “emerging growth company” or (ii) affirmatively and irrevocably opts out of this extended transition period. The Company has elected to take advantage of the benefits of this extended transition period until December 31, 2018, the date that it was no longer an “emerging growth company”. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements. The Company has been gathering the lease agreement data and has begun to analyze the financial impact to the consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. An entity that elects to use the practical expedients will, in effect, continue to account for leases that commenced before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU 2016-02, ASU 2018-10 and ASU 2018-11 will be effective for the Company’s fiscal year beginning April 1, 2019 and subsequent interim periods. The Company’s current lease arrangements expire through 2021 and the Company is currently evaluating the impact the adoption of these ASUs will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 (“ASU 2017-01”), Business Combinations, which clarifies the definition of a business, particularly when evaluating whether transactions should be accounted for as acquisitions or dispositions of assets or businesses. The first part of the guidance provides a screen to determine when a set is not a business; the second part of the guidance provides a framework to evaluate whether both an input and a substantive process are present. The guidance will be effective after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted for transactions that have not been reported in issued financial statements. The Company does not believe that the adoption of this pronouncement has an impact on the the presentation of its financial statements. In January 2017, FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, Step 2 of the goodwill impairment test, which requires determining the implied fair value of goodwill and comparing it with its carrying amount has been eliminated. Thus, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount (i.e., what was previously referred to as Step 1). In addition, ASU No. 2017-04 requires entities having one or more reporting units with zero or negative carrying amounts to disclose (1) the identity of such reporting units, (2) the amount of goodwill allocated to each, and (3) in which reportable segment the reporting unit is included. ASU No. 2017-04 is effective as follows: (1) for a public business entity that is an SEC filer for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of the adoption of this standard on our financial statements. In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This update will be effective for all interim and annual reporting periods beginning after December 15, 2018. The Company does not believe that the adoption of these amendments have an impact on its consolidated financial statements. In March 2018, the FASB issued Accounting Standards Update No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). ASU 2018-05 adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB No. 118”), which was effective immediately. SAB No.118 provides for a provisional one year measurement period for entities to finalize their accounting for certain income tax effects related to the Tax Cuts and Jobs Act. The adoption of ASU 2018-05 had no material impact on the Company’s consolidated financial statements as of and for the year ending December 31, 2018. See Note 15, Income Taxes, for disclosures related to this amended guidance. In June 2018, the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share based compensation. The guidance is effective for the Company for the fiscal year beginning January 1, 2020. While the exact impact of this standard is not known, the guidance is not expected to have a material impact on the Company’s consolidated financial statements, as non-employee stock compensation is nominal relative to the Company’s total expenses as of December 31, 2018. In October 2018, the FASB issued ASU No. 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” (“ASU 2018-17”). This ASU reduces the cost and complexity of financial reporting associated with consolidation of variable interest entities (VIEs). A VIE is an organization in which consolidation is not based on a majority of voting rights. The new guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact the adoption of ASU 2018- 17 will have on the Company’s consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | Note 4. ACCOUNTS RECEIVABLE The components of accounts receivable at December 31, are detailed as follows: December 31, December 31, 2018 2017 Accounts Receivable Gross $ 7,046,000 $ 5,958,000 Allowance for Doubtful Accounts (524,000 ) (494,000 ) Accounts Receivable Net $ 6,522,000 $ 5,464,000 The allowance for doubtful accounts for the years ended December 31, 2018 and 2017 is as follows: Balance at Beginning of Year Charged to Costs and Expenses Deductions Balance at Year ended December 31, 2018 Allowance for Doubtful Accounts $ 494,000 $ 30,000 $ - $ 524,000 Year ended December 31, 2017 Allowance for Doubtful Accounts $ 403,000 $ 91,000 $ - $ 494,000 |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORY | Note 5. INVENTORY The components of inventory at December 31, consisted of the following: December 31, December 31, 2018 2017 Raw Materials $ 4,622,000 $ 5,346,000 Work In Progress 17,530,000 19,947,000 Finished Goods 10,915,000 10,122,000 Inventory Reserve (4,016,000 ) (4,274,000 ) Total Inventory $ 29,051,000 $ 31,141,000 The Company periodically evaluates inventory and establishes reserves for obsolescence, excess quantities, slow-moving goods, and for other impairment of value. Balance at Beginning of Year Additions to Reserve Deductions Balance at Year ended December 31, 2018 Reserve for Inventory $ (4,274,000 ) $ (163,000 ) $ 421,000 $ (4,016,000 ) Year ended December 31, 2017 Reserve for Inventory $ (3,776,000 ) $ (503,000 ) $ 5,000 $ (4,274,000 ) |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | Note 6. PROPERTY AND EQUIPMENT The components of property and equipment at December 31, consisted of the following: December 31, December 31, 2018 2017 Land $ 300,000 $ 300,000 Buildings and Improvements 1,708,000 1,650,000 31.5 years Machinery and Equipment 11,579,000 11,554,000 5 - 8 years Capital Lease Machinery and Equipment 6,495,000 6,534,000 5 - 8 years Tools and Instruments 9,882,000 8,538,000 1.5 - 7 years Automotive Equipment 177,000 172,000 5 years Furniture and Fixtures 303,000 311,000 5 - 8 years Leasehold Improvements 520,000 528,000 Term of Lease Computers and Software 425,000 406,000 4 - 6 years Total Property and Equipment 31,389,000 29,993,000 Less: Accumulated Depreciation (22,612,000 ) (19,943,000 ) Property and Equipment, net $ 8,777,000 $ 10,050,000 Depreciation expense for the years ended December 31, 2018 and 2017 was approximately $2,720,000 and $2,548,000, respectively. Assets held under capitalized lease obligations are depreciated over the shorter of their related lease terms or their estimated productive lives. Depreciation of assets under capital leases is included in depreciation expense for 2018 and 2017. Accumulated depreciation on these assets was approximately $4,827,000 and $3,595,000 as of December 31, 2018 and 2017, respectively. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | Note 7. INTANGIBLE ASSETS The components of the intangibles assets at December 31, consisted of the following: December 31, December 31, 2018 2017 Customer Relationships $ 4,925,000 $ 4,925,000 5 to 14 years Non-Compete 50,000 50,000 5 years Total Intangible Assets 4,975,000 4,975,000 Less: Accumulated Amortization (4,975,000 ) (4,975,000 ) Intangible Assets, net $ - $ - The expense for amortization of the intangibles for the years ended December 31, 2018 and 2017 was approximately $0 and $471,000, respectively. As of December 31, 2017 intangible assets had been fully amortized. |
Assets Held for Sale and Liabil
Assets Held for Sale and Liabilities Directly Associated | 12 Months Ended |
Dec. 31, 2018 | |
Assets Held for Sale and Liabilites Direclty Associated [Abstract] | |
ASSETS HELD FOR SALE AND LIABILITES DIRECTLY ASSOCIATED | Note 8. ASSETS HELD FOR SALE AND LIABILITES DIRECTLY ASSOCIATED WMI As discussed in Note 1, on December 20, 2018, the Company sold all of its outstanding shares of WMI and its subsidiaries to CPI for a purchase price of $9,000,000, reduced by a working capital adjustment of ($1,093,000). At December 31, 2017, the Company reclassified its assets held for sale and the liabilities directly associated to these assets. The components of these assets and liabilities are as follows: Components of Assets Held for Sale and Liabilities Directly Associated December 31, Assets Held for Sale Accounts Receivable, net of allowance for doubtful accounts $ 2,217,000 Inventory, net of reserves 8,065,000 Prepaid and other assets 485,000 Property and equipment, net of accumulated depreciation 878,000 Impairment of Assets Held for Sale (1,563,000 ) Assets Held for Sale $ 10,082,000 Accounts payable and accrued expenses 2,138,000 Deferred Revenue 521,000 Notes Payable & Capital lease obligations 11,000 Deferred rent 125,000 Liabilities directly associated to Assets Held for Sale $ 2,795,000 Additionally, WMI’s operations were previously reported in the Company’s Aerostructures & Electronics segment. The amounts below represent WMI’s operations that have been excluded from this segment for the years ended December 31, 2018 and 2017, respectively: Segment Data 2018 2017 Aerostructures & Electronics Net Sales $ 13,853,000 $ 13,129,000 Gross Profit 256,000 1,884,000 Pre Tax (Loss) Income (1,042,000 (6,678,000 ) Assets - 10,082,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | Note 9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The components of accounts payable at December 31, are detailed as follows: December 31, December 31, 2018 2017 Accounts Payable $ 6,782,000 $ 8,634,000 Accrued Expenses 1,941,000 2,238,000 $ 8,723,000 $ 10,872,000 |
Sale and Leaseback Transaction
Sale and Leaseback Transaction | 12 Months Ended |
Dec. 31, 2018 | |
Sale and Leaseback Transaction [Abstract] | |
SALE AND LEASEBACK TRANSACTION | Note 10. SALE AND LEASEBACK TRANSACTION On April 11, 2016, the Company executed a Sale - Leaseback Arrangement, whereby the Company sold the building and real property located in South Windsor, Connecticut (the “South Windsor Property”) for a purchase price of $1,700,000. The net proceeds from the sale of the property were applied to the amounts owed to PNC Bank. Simultaneous with the closing of the sale of the South Windsor Property, the Company entered into a 15-year lease (the “Lease”) with the purchaser for the property. Base annual rent is approximately $155,000 for the first year and increases approximately 3% per year, each year thereafter. The Lease grants the Company an option to renew the Lease for an additional period of five years. Pursuant to the terms of the Lease, the Company is required to pay all of the costs associated with the operation of the facilities, including, without limitation, insurance, taxes and maintenance. The Lease also contains representations, warranties, obligations, conditions and indemnification provisions in favor of the purchaser and grants the purchaser remedies upon a breach of the Lease by the Company, including the right to terminate the Lease and hold the Company liable for any deficiency in future rent. On October 24, 2006, the Company consummated a Sale - Leaseback Arrangement, whereby the Company sold the buildings and real property located in Bay Shore, New York (the “Bay Shore Property”) for a purchase price of $6,200,000. The Company realized a gain on the sale of $1,051,000 of which $300,000 was recognized during the year ended December 31, 2006. The remaining $751,000 is being recognized ratably over the remaining term of the twenty - year lease at approximately $38,000 per year. The gain is included in Other Income in the accompanying Consolidated Statements of Operations. The unrecognized portion of the gain in the amount of $295,000 and $333,000 as of December 31, 2018 and 2017, respectively, is classified as Deferred Gain on Sale in the accompanying Consolidated Balance Sheets. Simultaneous with the closing of the sale of the Bay Shore Property, the Company entered into a 20-year triple- net lease (the “Lease”) with the purchaser for the property. Base annual rent is approximately $540,000 for the first five years, $560,000 for the sixth year, and thereafter increases 3% per year. The Lease grants the Company an option to renew the Lease for an additional period of five years. The Company has on deposit with the purchaser $89,000 as security for the performance of its obligations under the Lease. In addition, the Company has on deposit $150,000 with the landlord as security for the completion of certain repairs and upgrades to the Bay Shore Property. This amount is included in the caption Deferred Finance costs, Net, Deposit and Other Assets in the accompanying Consolidated Balance Sheets. Pursuant to the terms of the Lease, the Company is required to pay all of the costs associated with the operation of the facilities, including, without limitation, insurance, taxes and maintenance. The lease also contains customary representations, warranties, obligations, conditions and indemnification provisions and grants the purchaser customary remedies upon a breach of the lease by the Company, including the right to terminate the Lease and hold the Company liable for any deficiency in future rent. See Note 14 Commitments and Contingencies. The Company accounted for these transactions under the provisions of FASB ASC 840-40, “Leases-Sale-Leaseback Transactions”. |
Notes Payable and Capital Lease
Notes Payable and Capital Lease Obligations | 12 Months Ended |
Dec. 31, 2018 | |
Notes and Loans Payable [Abstract] | |
NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS | Notes payable and capital lease obligations consist of the following: December 31, December 31, 2018 2017 Revolving credit note payable to PNC Bank N.A. (“PNC”) $ 14,043,000 $ 16,455,000 Term loans, PNC 1,572,000 3,471,000 Capital lease obligations 1,786,000 3,073,000 Related party notes payable, net of debt discount 4,835,000 1,912,000 Other note payable 2,830,000 1,930,000 Subtotal 25,066,000 26,841,000 Less: Current portion of notes and capital obligations (19,345,000 ) (23,393,000 ) Notes payable and capital lease obligations, net of current portion $ 5,721,000 $ 3,448,000 PNC Bank N.A. (“PNC”) The Company has a Loan Facility with PNC that has been amended many times during its term. Substantially all of its assets are pledged as collateral under the Loan Facility. The Company is required to maintain a lockbox account with PNC, into which substantially all of its cash receipts are paid. The Loan Facility provides for a $15,000,000 revolving loan and a term loan with a balance of $1,572,000 at December 31, 2018 (the “Term Loan”). The repayment terms of the Term Loan provide for monthly principal installments in the amount of $123,133, payable on the first business day of each month, with a final payment of any unpaid balance of principal and interest payable on the scheduled maturity date. The terms of the Loan Facility require, among other things, that the Company maintain a specified Fixed Charge Coverage Ratio and maintain a minimum EBITDA (as defined in the Loan Facility) for specified periods. In addition, we are limited in the amount of Capital Expenditures it can make. The Company is also limited to the amount of dividends it can pay as defined in the Loan Facility. The Loan Facility has been amended many times during its term, most recently on May 30, 2018 (the “Sixteenth Amendment”), January 2, 2019 (the “Seventeenth Amendment”) and February 8, 2019 (the “Eighteenth Amendment”). The Sixteenth Amendment waived Fixed Charge Coverage Ratio covenant violations for the periods ending September 30, 2017, December 31, 2017 and March 31, 2018. The Sixteenth Amendment imposes minimum EBITDA (as defined in the Loan Agreement) covenants of not less than (i) $75,000 for the three-month period ending March 31, 2018, (ii) $485,000 for the six month period ending June 30, 2018, and (iii) $1,200,000 for the nine-month period ending September 30, 2018. The Company complied with these new covenants for the three-months ended March 31, 2018, the six-month period ended June 30, 2018 and the nine-month period ended September 30, 2018. In addition, the Company is prohibited from paying dividends to its stockholders and limits capital expenditures. Under the terms of the Seventeenth Amendment, the revolving loan and the Term Loan bear interest at a rate equal to the sum of the Alternate Base Rate (as defined in the Loan Agreement) plus four percent (4%). In addition to the amounts available as revolving loans secured by inventory and receivables pursuant to the formula set forth in the Loan Agreement, PNC has agreed to permit the revolving advances to exceed the formula amount by $1,000,000 as of December 31, 2018, provided that we reduce the “Out-of-Formula Loan” by $25,000 per week commencing April 1, 2019, with the unpaid balance payable in full on December 31, 2019. The indebtedness under the revolving loan and the Term Loan are classified with the current portion of notes and capital lease obligations. Both the revolving loan, inclusive of the Out-of Formula Loan, and the Term Loan mature on December 31, 2019. As a condition to its agreement to extend the maturity of the obligations due under the Loan Agreement (the “Obligations”), we are obligated to pay PNC an extension fee of (i) $250,000 on the earlier of (a) the date the Obligations are indefeasibly paid in full or (b) June 30, 2019, (ii) $125,000 on the earlier of (a) the date the Obligations are indefeasibly paid in full or (b) December 31, 2019, which amount is deemed earned in full if the Obligations have not been satisfied as of July 1, 2019, (iii) $125,000 on the earlier of (a) the date the Obligations are indefeasibly paid in full or (b) December 31, 2019, which amount is deemed earned in full if the Obligations have not been satisfied as of October 1, 2019 (iv) $500,000 on December 31, 2019, which amount is deemed earned in full if the Obligations have not been satisfied as of December 31, 2019. As a further condition to PNC’s agreement to extend the maturity of the Obligations, Michael and Robert Taglich purchased $2,000,000 principal amount of our Senior Subordinated Convertible Notes and arranged a financing giving purchasers a right to receive a pro rata portion of the AMK Revenue Stream Payments resulting in gross proceeds of $800,000, including $275,000 from Michael and Robert Taglich. The Eighteenth Amendment requires us to maintain a minimum EBITDA of not less than (i) $1,500,000 for the twelve-month period ending December 31, 2018, (ii) $655,000 for the three-month period ending March 31, 2019, (iii) $1,860,000 for the six-month period ending June 30, 2019 and (iv) $3,110,000 for the nine-month period ending September 30, 2019. At December 31, 2018 we were in compliance with the minimum EBIDA covenant. As of December 31, 2018, our debt to PNC in the amount of $15,615,000 consisted of the revolving credit loan in the amount of $14,043,000 and the term loan in the amount of $1,572,000. The revolver balance was increased to include the Company’s negative general ledger balances of its controlled disbursement cash accounts. As of December 31, 2017, our debt to PNC in the amount of $19,926,000 consisted of the revolving credit note due to PNC in the amount of $16,455,000 and the term loan due to PNC in the amount of $3,471,000. In addition, as of December 31, 2018 we had capitalized lease obligations to third parties of $1,786,000, as compared to capitalized lease obligations to third parties of $3,073,000 as of December 31, 2017. As of December 31, 2018 the future minimum principal payments for the term loans are as follows: For the year ending Amount December 31, 2019 $ 1,478,000 December 31, 2020 94,000 PNC Term Loans payable 1,572,000 Less: Current portion 1,572,000 Long-term portion $ - Interest expense related to these credit facilities amounted to approximately $1,775,000 and $2,122,000 for the years ended December 31, 2018 and 2017, respectively. Capital Leases Payable – Equipment The Company is committed under several capital leases for manufacturing and computer equipment. All leases have bargain purchase options exercisable at the termination of each lease. Capital lease obligations totaled $1,786,000 and $3,073,000 as of December 31, 2018 and 2017, respectively, with various interest rates ranging from approximately 4% to 14%. As of December 31, 2018, the aggregate future minimum lease payments, including imputed interest, with remaining terms of greater than one year are as follows: For the year ending Amount December 31, 2019 $ 1,264,000 December 31, 2020 542,000 December 31, 2021 52,000 December 31, 2022 15,000 Thereafter - Total future minimum lease payments 1,873,000 Less: imputed interest (87,000 ) Less: current portion (1,196,000 ) Total Long Term Portion $ 590,000 Related Party Notes Payable Taglich Brothers, Inc. is a corporation co-founded by two directors of the Company, Michael and Robert Taglich. In addition, a third director of the Company is a vice president of Taglich Brothers, Inc. Taglich Brothers, Inc. has acted as placement agent for various debt and equity financing transactions and has received cash and equity compensation for their services. In addition, Michael and Robert Taglich have also invested as individuals in the Company a total of $ 8,860,000 through various debt and equity financings. From November 23, 2016 through March 21, 2017, the Company received gross proceeds of $1,950,000 from Robert and Michael Taglich, from the sale of an equal principal amount of our 8% Subordinated Convertible Notes (the “8% Notes”). See “Private Placements of 8% Subordinated Convertible Notes” below. In November 2017, Michael Taglich and Robert Taglich purchased 144,927 shares and 72,463 shares, respectively, of common stock, together with warrants to purchase an additional 48,000 shares and 24,000 shares, respectively, of common stock, for a purchase price of $200,000 and $100,000, respectively, in a private placement of the Company’s equity securities completed in January 2018 from which the Company received gross proceeds of $2,000,000. Taglich Brothers, Inc., which as placement agent for the sale of the shares and warrants, received a placement agent fee equal to $160,000 (8% of the amounts invested), payable at the Company’s option, in cash or additional shares of common stock and warrants having the same terms and conditions as the shares and warrants issued in the offering. See Note 12 below. Private Placement of Subordinated Notes due May 31, 2019, together with Shares of Common Stock On March 29, 2018 and April 4, 2018, Michael Taglich and Robert Taglich advanced $1,000,000 and $100,000, respectively, to the Company for use as working capital. The Company subsequently issued its Subordinated Notes due May 31, 2019 to Michael Taglich and Robert Taglich, together with shares of common stock, in the financing described below, to evidence its obligation to repay the foregoing advances. In May 2018, the Company issued $1,200,000 of Subordinated Notes due May 31, 2019 (the “2019 Notes”), together with a total of 214,762 shares of common stock (the “Shares”), to Michael Taglich, Robert Taglich and another accredited investor. As part of the financing, the Company issued to Michael Taglich $1,000,000 principal amount of 2019 Notes and 178,571 shares of common stock for a purchase price of $1,000,000 and the Company issued to Robert Taglich $100,000 principal amount of 2019 Notes and 17,857 shares of common stock. The Company issued and sold a 2019 Note in the principal amount of $100,000, plus 18,334 shares of common stock, to the other accredited investor for a purchase price of $100,000. Seventy percent (70%) of the total purchase price for the 2019 Notes and Shares purchased by each investor has been allocated to the 2019 Notes with the remaining thirty percent (30%) allocated to the Shares purchased with the 2019 Notes. The number of Shares purchased by Michael Taglich and Robert Taglich was calculated based upon $1.68, the closing price of the common stock on May 20, 2018, the trading day immediately preceding the date they purchased the 2019 Notes and shares of common stock. Interest on the 2019 Notes is payable on the outstanding principal amount thereof at the rate of one percent (1%) per month, payable monthly commencing June 30, 2018. Upon the occurrence and continuation of a failure to pay accrued interest, interest shall accrue and be payable on such amount at the rate of 1.25% per month; provided that upon the occurrence and continuation of a failure to timely pay the principal amount of the 2019 Note, interest shall accrue and be payable on such principal amount at the rate of 1.25% per month and shall no longer be payable on interest accrued but unpaid. The 2019 Notes are subordinate to the Company’s obligations to PNC. Taglich Brothers acted as placement agent for the offering and received a commission in the aggregate amount of 4% of the amount invested which was paid in kind. Related party advances and notes payable, net of debt discounts to Michael and Robert Taglich, and their affiliated entities, totaled $4,835,000 and $1,912,000, as of December 31, 2018 and December 31, 2017, respectively. The gross proceeds of $1,200,000 was completed in the following closings: Date Gross Proceeds Promissory Note $ Common Stock Price Shares 3/29/2018 1,000,000 700,000 300,000 1.68 178,571 4/4/2018 100,000 70,000 30,000 1.68 17,857 5/21/2018 100,000 70,000 30,000 1.64 18,334 Total 1,200,000 840,000 360,000 214,762 Private Placements of 8% Subordinated Convertible Notes and Amendments Thereto From November 23, 2016 through March 21, 2017, the Company received gross proceeds of $4,775,000, of which $1,950,000 were received from Robert and Michael Taglich, from the sale of an equal principal amount of our 8% Subordinated Convertible Notes (the “8% Notes”), together with warrants to purchase a total of 383,080 shares of our common stock, in private placement transactions with accredited investors (the “8% Note Offerings”). In connection with the offering of the 8% Notes, the Company issued 8% Notes in the aggregate principal amount of $382,000 to Taglich Brothers, Inc., placement agent for the 8% Note Offerings, in lieu of payment of cash compensation for sales commissions, together with warrants to purchase a total of 180,977 shares of our common stock. Payment of the principal and accrued interest on the 8% Notes are junior and subordinate in right of payment to our indebtedness under the Loan Facility. Interest on the 2018 Notes is payable on the outstanding principal amount thereof at the annual rate of 8%, payable quarterly commencing February 28, 2017, in cash, or at our option, in additional 2018 Notes, provided that if accrued interest payable on $1,269,000 principal amount of the 2018 Notes issued in December 2016 is paid in additional 2018 Notes, interest for that quarterly interest payment shall be calculated at the rate of 12% per annum. Upon the occurrence and continuation of an event of default, interest shall accrue at the rate of 12% per annum. During the year ended December 31 2018, we issued $297,000 principal amount of 8% Notes in lieu of cash payment of accrued interest. As of September 30, 2018, we had outstanding $4,775,000 principal amount of 8% Notes, of which $2,575,000 principal amount was due on November 30, 2018 and $2,200,000 principal amount was due on February 28, 2019. In September 2018, holders of a majority of the outstanding principal amount of the 8% Notes consented to an amendment to the terms of the 8% Notes to extend the maturity date to December 31, 2020 and to provide that interest on the 8% Notes, as amended (the “Amended Notes”), shall accrue and be paid on the due date of the Amended Notes or, if earlier, upon conversion of the Amended Notes into shares of common stock. For soliciting noteholders in connection with the adoption of the amendments, the Company agreed to pay Taglich Brothers $95,550, representing a fee equal to 2% of the outstanding principal amount of Notes whose registered holders (other than Taglich Brothers) received shares of common stock in lieu of cash payment of accrued interest on the 8% Notes as of September 30, 2018. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | Note 12. STOCKHOLDERS’ EQUITY Issuance of Series A Preferred Stock and Related Financings Preferred Stock During 2016 we issued shares of our Series A Convertible Preferred Stock (“Series A Preferred Stock”) in a series of private financings. The shares were converted into shares of our common stock in connection with the public offering of our common stock in July 2017 (the “Public Offering”). The shares of Series A Preferred Stock had a stated value of $10.00 per share and are were initially convertible into shares of common stock at a price of $4.92 per share (subject to adjustment upon the occurrence of certain events). When issued, the dividend rate on the Series A Preferred Stock was 12% per annum, payable quarterly and was to increase to 15% per annum if we were to issue additional shares of Series A Preferred Stock (“PIK Shares”) in lieu of payment of cash dividends payable until June 15, 2018, and to 16% per annum after June 2018, 19% per annum to the extent dividends were paid in additional shares of Series A Preferred Stock (“PIK Shares”). In July 2017, the Company amended the Certificate of Designation authorizing the issuance of the Series A Preferred Stock to provide for the automatic conversion of the outstanding shares of Series A Preferred Stock into common stock at a conversion price of $1.50 per share (a conversion rate of 6.6667 shares of common stock per share of Series A Preferred Stock), the offering price of the shares of common stock in the Public Offering, subject to stockholder approval in accordance with the applicable rules of the NYSE MKT, which was subsequently obtained on October 3, 2017 at the Company’s 2017 Annual Meeting of Stockholders., In addition, the amendment to the Certificate of Designation eliminated the liquidation preference and quarterly dividend payable to holders of the Series A Preferred Stock. Under the terms of the amendment, holders of the Series A Preferred Stock were to share ratably with the holders of the common stock on an as-converted basis (2.0325 shares of common stock for each share of Series A Preferred Stock held of record) with respect to dividends declared, paid or set aside for payment, assets available for distribution to stockholders upon the liquidation, dissolution or winding up of the Company’s affairs, in addition to voting upon the election of directors and other matters submitted to stockholders for approval, except for matters requiring a class vote of the holders of the Series A Preferred Stock specified in the Certificate of Designation or under applicable law. On October 3, 2017, holders of 1,294,551 outstanding shares of the Company’s Series A Preferred Stock automatically converted into 8,629,606 shares of common stock. As of December 31, 2018 and 2017, the Company had no outstanding shares of Series A Preferred Stock. Common Stock On July 12, 2017, the Company sold 5,175,000 shares of common stock at a price of $1.50 per for gross proceeds of $7,762,500 in an underwritten public offering (“Public Offering”) from which it derived net proceeds of $6,819,125, of which approximately $4,000,000 was used to pay outstanding trade payables, $463,501 was used to redeem an equal principal amount of the $4,158,624 principal amount of the May 2018 Notes and $2,355,624 was added to the Company’s working capital. On November 29, 2017, Company entered into a Placement Agency Agreement with Taglich Brothers, Inc. as placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to offer on behalf of the Company, on a best efforts basis, up to 1,600,000 shares of the Company’s common stock (the “Shares”) to accredited investors (the “Offering”), together with five-year warrants to purchase 24,000 shares of common stock for each $100,000 of shares purchased (the Warrants”), in a private placement exempt from the registration requirements of the Securities Act. The Offering was completed in four closings for gross proceeds of $2,000,000 as follows: Total Shares Warrants Date Investment # of shares Price # of warrants Ex Price 11/29/2017 $ 300,000 217,390 $ 1.38 72,000 $ 1.50 12/5/2017 400,000 320,000 $ 1.25 96,000 $ 1.50 12/29/2017 235,000 188,000 $ 1.25 56,400 $ 1.50 Subtotal- 2017 935,000 725,390 224,400 1/9/2018 1,065,000 852,000 $ 1.25 255,600 $ 1.50 Total Offering $ 2,000,000 1,577,390 480,000 On January 9, 2018 the Company issued and sold to 35 accredited investors an aggregate of 852,000 Shares and Warrants to purchase an additional 255,600 shares of common stock, for gross proceeds of $1,065,000 pursuant to the Offering. The purchase price for the Shares and Warrants was $1.25 per Share. The Company had previously sold a total of 725,390 Shares and Warrants to purchase an additional 224,400 shares of common stock for gross proceeds of $935,000 on November 29, 2017, December 5, 2017 and December 29, 2017 pursuant to the Offering. The Warrants have an exercise price of $1.50 per share, subject to certain anti-dilution and other adjustments, including stock splits, and in the event of certain fundamental transactions such as mergers and other business combinations, and may be exercised on a cashless basis for a lesser number of shares depending upon prevailing market prices at the time of exercise. The Warrants may be exercised until November 30, 2022. In connection with the Offering completed from November 2017 through January 2018, Taglich Brothers, Inc., a related party, which acted as placement agent for the sale of the Shares and Warrants, is entitled to a placement agent fee equal to $104,000 (8% of the amounts invested), payable at the Company’s option, in cash or additional shares of common stock and warrants having the same terms and conditions as the Shares and Warrants. Michael Taglich and Robert Taglich, directors of the Company, are principals of Taglich Brothers, Inc. On July 19, 2018, the Company issued and sold a total of 322,000 shares of common stock for gross proceeds of $460,460, or a $1.43 per share, to four accredited investors pursuant to subscription agreements. For acting as placement agent of the offering, Taglich Brothers, Inc. is entitled to a placement agent fee equal to $27,627 (6% of the gross proceeds of the offering), payable at the Company’s option, in cash or shares of Common Stock on the terms sold to the purchasers. On October 1, 2018, the Company sold 800,000 shares of common stock and warrants to purchase 280,000 additional shares of common stock for gross proceeds of $1,000,000 to an accredited investor within the meaning of Rule 501(a) of Regulation D under the Securities Act (“Regulation D”), in a private offering exempt from the registration requirements of the Securities Act under Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act. The Company agreed to pay Taglich Brothers $70,000 (7% of the gross proceeds of the offering) for acting as placement agent for the offering. During year ended December 31, 2018, the Company issued 123,456 shares of common stock in lieu of cash payment for various services provided to the Company and 253,071 shares of common stock in payment of directors’ fees. |
Employee Benefits Plans
Employee Benefits Plans | 12 Months Ended |
Dec. 31, 2018 | |
Postemployment Benefits [Abstract] | |
EMPLOYEE BENEFITS PLANS | Note 13. EMPLOYEE BENEFITS PLANS The Company employs both union and non-union employees and maintains several benefit plans. Union Substantially the entire workforce at AIM is subject to a union contract with the United Service Workers Union TUJAT Local 355, EIN 11-1772919 (the “Union”). The Agreement was renewed as of December 31, 2018 and expires on December 31, 2021 and covers all of AIM’s production personnel, of which there are approximately 104 people. AIM is required to make a monthly contribution to each of the Union’s United Welfare Fund and the United Services Worker’s Security Fund. This is the only pension benefit required by the Agreement and the Company is not obligated for any future defined benefit to retirees. The Agreement contains a “no-strike” clause, whereby, during the term of the Agreement, the Union will not strike and AIM will not lockout its employees. Medical benefits for union employees are provided through a policy with Extensis, the costs of which are substantially borne by the Company. In addition, the Company is obligated to make contributions for union dues and a security fund (defined contribution plan) for the benefit of each union employee. Contributions to the security fund amounted to $172,000 and 136,000 for the years ended December 31, 2018 and 2017, respectively. The Company adopted ASU No. 2011-09, “Compensation - Retirement Benefits-Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer’s Participation in a Multiemployer Plan” (“ASU 2011-09”). ASU 2011-09 requires additional disclosures about an employer’s participation in a multiemployer pension plan. Previously, disclosures were limited primarily to the historical contributions made to the plans. ASU 2011-09 applies to nongovernmental entities that participate in multiemployer plans. The Union’s retirement plan is a defined contribution plan. As such, the Company is not responsible for the obligations of other companies in the Union’s retirement plan and no further disclosures are required. Others All other Company employees, are covered under a co-employment agreement with Extensis. The Company has two defined contribution plans under Section 401(k) of the Internal Revenue Code (the “Plans”). Pursuant to the Plans, qualified employees may contribute a percentage of their pre-tax eligible compensation to the Plan. The Company does not match any contributions that employees may make to the Plans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | Note 14. COMMITMENTS AND CONTINGENCIES Real Estate Leases The Company leases its facilities under various operating lease agreements, which contain renewal options and escalation provisions. Rent expense was $1,668,000 and $1,544,000 for the years ended December 31, 2018 and 2017, respectively. The Company is responsible for paying all operating costs under the terms of the leases. As of December 31, 2018, the aggregate future minimum lease payments are as follows: Fifth Avenue Lamar Street Motor Parkway Porter Street For the year ending Annual Rent Annual Rent Annual Rent Annual Rent Total Rents December 31, 2019 $ 792,000 $ 196,000 $ 113,000 $ 48,000 $ 1,149,000 December 31, 2020 817,000 202,000 - - 1,019,000 December 31, 2021 842,000 173,000 - - 1,015,000 December 31, 2022 868,000 - - - 868,000 December 31, 2023 895,000 - - - 895,000 Thereafter 2,604,000 - - - 2,604,000 Total Rents $ 6,818,000 $ 571,000 $ 113,000 $ 48,000 $ 7,550,000 The leases provide for scheduled increases in base rent. Rent expense is charged to operations using the straight-line method over the term of the lease which results in rent expense being charged to operations at inception of the lease in excess of required lease payments. This excess is shown as deferred rent in the accompanying consolidated balance sheets. On December 20, 2018, the Company sold all of the stock of WMI and WMI has relocated from this facility. The facility has been sublet and payments are to be made by the new tenant directly to the landlord. Loss Contingencies A number of actions have been commenced against us by vendors, landlords and former landlords, including a third party claim as a result of an injury suffered on a portion of a leased property not occupied by us. As certain of these claims represent amounts included in accounts payable they are not specifically discussed herein. Westbury Park Associates, LLC commenced an action on or about January 11, 2017 against Air Industries Group in the NYS Supreme Court, County of Suffolk, seeking the recovery of approximately $31,000 for past rent arrears, and for an unidentified sum representing all additional rent due under an alleged commercial lease through the end of its term, plus attorney’s fees. We believes that we have a meritorious defense, and there was no lease on the property and that our subsidiary Compac Development Corp was a hold-over tenant occupying the space on month-to-month tenancy. We recently submitted our response to plaintiff’s motion for summary judgement. An employee of our company commenced an action against, among others, Rechler Equity B-2, LLC and Air Industries Group, in the Supreme Court State of New York, Suffolk County, seeking compensation in an undetermined amount for injuries suffered while leaving the premises occupied by Welding Metallurgy, Inc. Rechler Equity B-2, LLC, has served a Third Party Complaint in this action against Air Industries Group, Inc. and Welding Metallurgy, Inc. We believe we are not liable to the employee and any amount we might have to pay in excess of our deductible would be covered by insurance. An employee of our company commenced an action against, among others, Sterling Engineering and Air Industries Group, in Connecticut Commission on Human Rights and Opportunities, seeking lost wages in an undetermined amount for the employee’s termination. The action remains in the early pleading stage. We believe we are not liable to the employee and any amount we might have to pay would be covered by insurance. Contract Pharmacal Corp. commenced an action on October 2, 2018, relating to a Sublease entered into between us and Contract Pharmacal in May 2018 with respect to the property we at 110 Plant Avenue, Hauppauge, New York. In the action Contract Pharmacal seeks damages for an amount in excess of $1,000,000 for our failure to make the entire premises available by the Sublease commencement date. We dispute the validity of the claims asserted by Contract Pharmacal and believe we have has meritorious defenses to those claims and have recently submitted a motion in opposition to its motion for summary judgement. On October 15, 2018, a complaint was filed by a stockholder of our company in the United States District Court for the Eastern District of New York ( Michael Kishmoian Air Industries et al From time to time we also may be engaged in various lawsuits and legal proceedings in the ordinary course of our business. We are currently not aware of any legal proceedings the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial condition or operating results. We, however, have had claims brought against us by a number of vendors due to our liquidity constraints. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder of our common stock, is an adverse party or has a material interest adverse to our interest. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | Note 15. INCOME TAXES The provision for (benefit from) income taxes as of December 31, is set forth below: 2018 2017 Current Federal tax refund $ - $ (178,000 ) State 3,000 8,000 Prior Year overaccruals Federal - - State - (27,000 ) Total (Benefit) Expense 3,000 (197,000 ) Deferred Tax Benefit (921,000 ) (2,025,000 ) Valuation Allowance 921,000 (2,025,000 ) Net Provision for (Benefit from) Income Taxes $ 3,000 $ (197,000 ) The following is a reconciliation of our income tax rate computed using the federal statutory rate to our actual income tax rate as of December 31, 2018 2017 U.S. statutory income tax rate 21.00 % 34.00 % State taxes -0.12 % 0.09 % Permanent differences, overaccruals and non-deductible items 5.71 % -0.22 % Rate change and provision to return true-up -18.36 % -22.60 % Expired stock options 0.00 % -0.19 % Deferred tax valuation allowance -8.38 % -10.09 % Total -0.15 % 0.99 % The components of net deferred tax assets at December 31, 2018 and December 31, 2017 are set forth below: December 31, December 31, 2018 2017 Deferred tax assets Current: Net operating losses $ 6,811,000 $ 7,730,000 Bad debts 124,000 135,000 Inventory - 263A adjustment 248,000 591,000 Accounts payable, accrued expenses and reserves - - Total current deferred tax assets before valuation allowance 7,183,000 8,456,000 Valuation allowance (7,183,000 ) (8,456,000 ) Total current deferred tax assets after valuation allowance - - Non-current: Stock based compensation - options and restricted stock 161,000 124,000 Capitalized engineering costs 809,000 281,000 Deferred rent 248,000 299,000 Amortization - NTW Transaction 810,000 519,000 Inventory reserves 942,000 960,000 Deferred gain on sale of real estate 80,000 80,000 Accrued Expenses 49,000 - Disallowed interest 918,000 - Other 314,000 114,000 Total non-current deferred tax assets before valuation allowance 4,331,000 2,377,000 Valuation allowance (2,952,000 ) (758,000 ) Total non-current deferred tax assets after valuation allowance 1,379,000 1,619,000 Deferred tax liabilities: Property and equipment (1,379,000 ) (1,619,000 ) Amortization – NTW Goodwill - - Amortization – Welding Transaction - - Total non-current deferred tax liabilities (1,379,000 ) (1,619,000 ) Net non-current deferred tax asset $ - $ - During the years ended December 31, 2018 and December 31, 2017, the Company recorded a valuation allowance equal to its net deferred tax assets. The Company determined that due to a recent history of net losses, that at this time, sufficient uncertainty exists regarding the future realization of these deferred tax assets through future taxable income. If, in the future, the Company believes that it is more likely than not that these deferred tax benefits will be realized, the valuation allowances will be reduced or eliminated. With a full valuation allowance, any change in the deferred tax asset or liability is fully offset by a corresponding change in the valuation allowance. At December 31, 2018 and 2017, the Company provided a valuation allowance on its deferred tax assets of $10,135,000 and $9,214,000, respectively. At December 31, 2018 and 2017, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in interest expense. As of December 31, 2018 and 2017, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. In certain cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. The 2014 through 2017 tax years generally remain subject to examination by federal and state tax authorities. |
Stock Options and Warrants
Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options And Warrants | |
STOCK OPTIONS AND WARRANTS | Note 16. STOCK OPTIONS AND WARRANTS Stock-Based Compensation Stock Options In July 2017, the Board of Directors adopted the Company’s 2017 Equity Incentive Plan (“2017 Plan”) which authorized the grant of rights with respect to up to 1,200,000 shares. The 2017 Plan was approved by affirmative vote of the Company’s stockholders on October 3, 2017. During the year ended December 31, 2018, the Company granted options to purchase 88,000 shares of common stock to certain of its employees and directors. The weighted average fair value of the granted options was estimated using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 2.69%; expected volatility factor of 66%; expected dividend yield of 0%; and estimated option term of 5 years. During the year ended December 31, 2017, the Company granted options to purchase 695,000 shares of common stock to certain of its employees and directors. The weighted average fair value of the granted options was estimated using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 1.72% to 1.81%; expected volatility factors of 82% to 85%; expected dividend yield of 0%; and estimated option term of 5 years. The Company recorded stock based compensation expense of $293,000 and $323,000 in its consolidated statement of operations for the years ended December 31, 2018 and 2017, respectively, and such amounts were included as a component of general and administrative expense. The fair values of stock options granted were estimated using the Black-Sholes option-pricing model with the following assumptions for the years ended December 31: 2018 2017 Risk-free interest rates 2.69 % 1.72% - 1.81 % Expected life (in years) 4.9 4.9 Expected volatility 66 % 82% - 85 % Dividend yield 0.0 % 0.0 % Weighted-average grant date fair value per share $ 0.72 $ 0.90 The expected life is the number of years that the Company estimates, based upon history, that the options will be outstanding prior to exercise or forfeiture. Expected life is determined using the “simplified method” permitted by Staff Accounting Bulletin No. 107. In addition to the inputs referenced above regarding the option pricing model, the Company adjusts the stock-based compensation expense for estimated forfeiture rates that are revised prospectively according to forfeiture experience. The stock volatility factor is based on the Company’s experience. A summary of the status of the Company’s stock options as of December 31, 2018 and 2017, and changes during the two years then ended are presented below. Options Wtd. Avg. Exercise Price Balance, January 1, 2017 636,342 $ 7.01 Granted during the period 695,000 1.45 Exercised during the period - - Terminated/Expired during the period (285,715 ) 7.66 Balance, December 31, 2017 1,048,627 3.20 Granted during the period 88,000 1.56 Exercised during the period - - Terminated/Expired during the period (298,478 ) 3.04 Balance, December 31, 2018 838,149 $ 3.08 Exercisable at December 31, 2018 598,149 $ 3.73 The following table summarizes information about stock options at December 31, 2018: Range of Exercise Prices Number Outstanding Wtd. Avg. Life Wtd. Avg. Exercise Price $ 0.00 - $5.00 646,000 5.2 years $ 8.18 $ 5.01 - $20.00 192,149 1.6 years 1.56 $ 0.00 - $20.00 838,149 4.4 years $ 3.08 As of December 31, 2018, there was $98,000 of unrecognized compensation cost related to non-vested stock option awards, which is to be recognized over the remaining weighted average vesting period of 1.3 years. The aggregate intrinsic value at December 31, 2018 was based on the Company’s closing stock price of $0.72 was $0. The aggregate intrinsic value was calculated based on the positive difference between the closing market price of the Company’s Common Stock and the exercise price of the underlying options. The total number of in-the-money options exercisable as of December 31, 2018 was 0. The weighted average fair value of options granted during the years ended December 31, 2018 and 2017 was $0.72 and $0.90 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2018 and 2017 was $0 and $0, respectively. The total fair value of shares vested during the years ended December 31, 2018 and 2017 was $224,718 and $235,550, respectively. Warrants During the year ended December 31, 2018 and 2017, the Company issued 535,600 and 971,611 warrants, respectively, in connection with convertible notes payable and common stock issuances. The following tables summarize the Company’s outstanding warrants as of December 31, 2018 and changes during the two years then ended: Warrants Wtd. Avg. Exercise Wtd. Ave. Remaining Contractual Life (years) Balance, January 1, 2017 840,276 $ 5.13 4.01 Granted during the period 971,611 2.61 4.42 Exercised during the period - - - Terminated/Expired during the period (107,785 ) 3.62 - Balance, December 31, 2017 1,704,102 2.66 4.04 Granted during the period 535,600 1.45 4.35 Terminated/Expired during the period - - - Balance, December 31, 2018 2,239,702 $ 3.10 3.35 Exercisable at December 31, 2018 2,239,702 $ 3.10 3.35 The fair values of warrants granted were estimated using the Black-Sholes option-pricing model with the following assumption for the years ended December 31: 2018 2017 Risk-free interest rates 2.33 % 1.85% - 2.20% Expected life (in years) 4.9 5 Expected volatility 116 % 63%-115% Dividend yield 0 0 Weighted-average grant date fair value per share $ 1.24 $1.10-$2.89 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | Note 17. SEGMENT REPORTING In accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”), the Company discloses financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company follows ASC 280, which establishes standards for reporting information about operating segments in annual and interim financial statements, and requires that companies report financial and descriptive information about their reportable segments based on a management approach. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company currently divides its operations into two operating segments: Complex Machining which consists of AIM and NTW and Turbine Engine Components which consists of Sterling and AMK for the period January 1, 2017 until AMK was disposed of on January 27, 2017. We also separately report our corporate segment (which was comprised of certain operating costs that were not directly attributable to a particular segment). Along with our operating subsidiaries, we report the results of our corporate division as an independent segment. The accounting policies of each of the segments are the same as those described in the Summary of Significant Accounting Policies. The Company evaluates performance based on revenue, gross profit contribution and assets employed. Corporate level operating costs were allocated to segments through March 31, 2018. These costs include corporate costs such as legal, audit, tax and other professional fees including those related to being a public company. Financial information about the Company’s reporting segments for the years ended December 31, 2018 and December 31, 2017 are as follows: Year Ended December 31, 2018 2017 COMPLEX MACHINING Net Sales $ 39,745,000 $ 38,489,000 Gross Profit 5,871,000 4,906,000 Pre Tax Loss (75,000 ) (2,839,000 ) Assets 41,947,000 43,207,000 AEROSTRUCTURES & ELECTRONICS Net Sales 1,779,000 4,574,000 Gross (Loss) Profit (31,000 ) 507,000 Pre Tax Loss (1,380,000 ) (4,233,000 ) Assets 110,000 1,021,000 TURBINE ENGINE COMPONENTS Net Sales 4,785,000 6,806,000 Gross Loss (426,000 ) (546,000 ) Pre Tax Loss (1,385,000 ) (7,599,000 ) Assets 5,243,000 6,157,000 CORPORATE Net Sales - - Gross Profit - - Pre Tax Loss (6,766,000 ) (1,599,000 ) Assets 456,000 288,000 CONSOLIDATED Net Sales 46,309,000 49,869,000 Gross Profit 5,414,000 4,867,000 Pre Tax Loss (9,606,000 ) (16,270,000 ) (Benefit from) provision for Income Taxes (3,000 ) 197,000 Loss from Discontinued Operations (1,383,000 ) (6,478,000 ) Assets Held for Sale - 10,082,000 Net Loss (10,992,000 ) (22,551,000 ) Assets $ 47,756,000 $ 50,673,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principal Business Activity | Principal Business Activity The Company through its AIM subsidiary is primarily engaged in manufacturing aircraft structural parts, and assemblies for prime defense contractors in the aerospace industry in the United States. NTW is a manufacturer of aerospace components, principally landing gear for F-16 and F-18 fighter aircraft. Welding Metallurgy is a specialty welding and products provider whose significant customers include the world’s largest aircraft manufacturers, subcontractors, and original equipment manufacturers. Miller Stuart is a manufacturer of aerospace components whose customers include major aircraft manufacturers and the US Military. Miller Stuart specializes in electromechanical systems, harness and cable assemblies, electronic equipment and printed circuit boards. Woodbine is a manufacturer of aerospace components whose customers include major aircraft component suppliers. Eur-Pac specializes in military packaging and supplies. Eur-Pac s primary business is “kitting” of supplies for all branches of the United States Defense Department including ordnance parts, hose assemblies, hydraulic, mechanical and electrical assemblies. Compac specializes in the manufacture of RFI/EMI (Radio Frequency Interference Electro-Magnetic Interference) shielded enclosures for electronic components. The Company’s customers consist mainly of publicly traded companies in the aerospace industry. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. |
Discontinued Operations | Discontinued Operations Prior to its sale, WMI was classified as a discontinued operation (see “Note 2 - Discontinued Operations”). As required, the Company has retrospectively recast its consolidated statements of operations and balance sheets for all periods presented to reflect these businesses as discontinued operations. The Company has not segregated the cash flows of these businesses in the consolidated statements of cash flows. Management was also required to make certain assumptions and apply judgment to determine historical expenses related to the discontinued operations presented in prior periods. Unless noted otherwise, discussion in the Notes to Consolidated Financial Statements refers to the Company’s continuing operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid instruments with an original maturity of three months or less. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. |
Inventory Valuation | Inventory Valuation The Company values inventory at the lower of cost on a first-in-first-out basis or an estimated net realizable value. The Company does not take physical inventories at interim quarterly reporting periods. The value of the majority of the items in inventory has been estimated using a gross profit percentage based on sales of previous periods compared to the net sales of the current period, as management believes that the gross profit percentage on these items are materially consistent from period to period. The remainder of the inventory value is based on the Company’s standard cost perpetual inventory system, as management believes the perpetual system computed value for these items provides a better estimate of value for that inventory. The Company generally purchases raw materials and supplies uniquely suited to the production of larger more complex parts, such as landing gear, only when non-cancellable contracts for orders have been received for finished goods. It occasionally produces larger more complex products, such as landing gear, in excess of purchase order quantities in anticipation of future purchase order demand. Historically this excess has been used in fulfilling future purchase orders. The Company purchases supplies and materials useful in a variety of products as deemed necessary even though orders have not been received. The Company periodically evaluates inventory items that are not secured by purchase orders and establishes reserves for obsolescence accordingly. The Company also reserves for excess quantities, slow-moving goods, and for other impairments of value. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets include purchase deposits, miscellaneous prepaid expenses and cash in escrow less a reserve. The changes in the reserve are shown below. Description Balance at Beginning of Year Charges to Loss on Sale of Subsidiary Deductions Balance at end of year Valuation reserve deducted from Prepaid Expenses and Other Current Assets: Year ended December 31, 2018 $ - $ 1,770,000 $ - $ 1,770,000 Year ended December 31, 2017 $ - $ - $ - $ - |
Assets Held for Sale and Liabilities Directly Associated | Assets Held for Sale and Liabilities Directly Associated Assets held for sale are reported at the lower of their carrying amount or fair value less cost to sell and included in current assets. Liabilities associated to business units held for sale are classified as a current liability. |
Capitalized Engineering Costs | Capitalized Engineering Costs The Company has contractual agreements with customers to produce parts, which the customers design. Even though the Company has not designed and thus has no proprietary ownership of the parts, the manufacturing of these parts requires pre-production engineering and programming of the Company’s machines. The pre-production costs associated with a particular contract are capitalized and then amortized beginning with the first shipment of product pursuant to such contract. These costs were amortized on a straight-line basis over the estimated length of the contract, or if shorter, three years. If the Company is reimbursed for all or a portion of the pre-production expenses associated with a particular contract, only the unreimbursed portion would be capitalized. The Company may also progress bill customers for certain engineering costs being incurred. Such billings are recorded as deferred revenues until the appropriate revenue recognition criteria have been met. The Terms and Conditions contained in customer purchase orders may provide for liquidated damages in the event that a stop-work order is issued prior to the final delivery of the product. Based on various technological advances by our customer’s and the rapid pace of innovation including change in future production methodologies and systems, it has become more complicated to estimate the future life and recoverability of the assets we are currently capitalizing. It is the belief of the Company that it would be preferable and therefore justifiable to expense these costs as incurred through cost of goods sold, rather than continue to capitalize these costs and amortize them through operating expense. As of December 31, 2018, the Company has written off all capitalized engineering costs. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost net of accumulated depreciation and amortization. Repair and maintenance charges are expensed as incurred. Property, equipment, and improvements are depreciated using the straight-line method over the estimated useful lives of the assets or the particular improvements. Expenditures for repairs and improvements in excess of $10,000 that add to the productive capacity or extend the useful life of an asset are capitalized. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and any related gain or loss is reflected in earnings. |
Long-Lived and Intangible Assets | Long-Lived and Intangible Assets Identifiable intangible assets are amortized using the straight-line method over the period of expected benefit. Long-lived assets and intangible assets subject to amortization to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. The Company records an impairment loss if the undiscounted future cash flows are found to be less than the carrying amount of the asset. If an impairment loss has occurred, a charge is recorded to reduce the carrying amount of the asset to fair value. There has been no impairment as of December 31, 2018 and 2017. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred with obtaining and executing revolving debt arrangements are capitalized and amortized using the effective interest method over the term of the related debt. The amortization of such costs are included in interest and financing costs. Costs incurred with obtaining and executing other debt arrangements are presented as a direct deduction from the carrying value of the associated debt. |
Derivative Liabilities | Derivative Liabilities In connection with the issuances of equity instruments or debt, the Company may issue options or warrants to purchase common stock. In certain circumstances, these options or warrants may be classified as liabilities, rather than as equity. In addition, the equity instrument or debt may contain embedded derivative instruments, such as conversion options or listing requirements, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative liability instrument. The Company accounts for derivative liability instruments under the provisions of FASB ASC 815, Derivatives and Hedging. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASC 606 “Revenue from Contracts with Customers”, as amended regarding revenue from contracts with customers using the modified retrospective approach, which was applied to all contracts with Customers. Under the new standard an entity is required to recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods. There was no cumulative financial statement effect of initially applying the new revenue standard because an analysis of our contracts supported the recognition of revenue consistent with our historical approach. In accordance with the modified retrospective approach, the comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company does not expect the adoption of the new revenue standard to have a material impact on the Company’s revenues or net income on an ongoing basis. The Company’s revenues are primarily derived from consideration paid by customers for tangible goods. The Company analyzes its different goods by segment to determine the appropriate basis for revenue recognition, as described below. Revenue is not generated from sources other than contracts with customers and revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. There are no material upfront costs for operations that are incurred from contracts with customers. Our rights to payments for goods transferred to customers are conditional only on the passage of time and not on any other criteria. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 75 days. For 2017 the Company recognized revenue in accordance with Staff Accounting Bulletin No. 104, “Revenue Recognition.” The Company recognizes revenue when products are shipped and/or the customer takes ownership and assumes risk of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable. For 2018 and 2017, the Company recognized certain revenues under a bill and hold arrangement with two of its large customers. For any requested bill and hold arrangement, the Company made an evaluation as to whether the bill and hold arrangement qualified for revenue recognition. The customer would initiate the request for the bill and hold arrangement. The customer must have made its request in writing in addition to their fixed commitment to purchase the item. The risk of ownership has passed to the customer, payment terms were not modified and payment would be made if the goods had shipped. The Company had approximately $89,000 and $619,000 of net sales that were billed but not shipped under such bill and hold arrangements as of December 31, 2018 and 2017, respectively. Payments received in advance from customers are recorded as deferred revenue until earned, at which time revenue is recognized. The Terms and Conditions contained in our customer purchase orders often provide for liquidated damages in the event that a stop work order is issued prior to the final delivery. The Company utilizes a Returned Merchandise Authorization or RMA process for determining whether to accept returned products. Customer requests to return products are reviewed by the contracts department and if the request is approved, a credit is issued upon receipt of the product. Net sales represent gross sales less returns and allowances. |
Use of Estimates | Use of Estimates In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The more significant management estimates are the allowance for doubtful accounts, useful lives of property and equipment, provisions for inventory obsolescence, accrued expenses and whether to accrue for various contingencies. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known. |
Credit and Concentration Risks | Credit and Concentration Risks There were three customers that represented 70.0% of total sales, and three customers that represented 62.0% of total sales for the years ended December 31, 2018 and 2017, respectively. This is set forth in the table below. Customer Percentage of Sales 2018 2017 1 30.7 20.5 2 27.4 25.5 3 11.9 * 4 * 16.0 * Customer was less than 10% of sales at December 31, 2018 and 2017, respectively. There were two customers that represented 64.5% of gross accounts receivable and three customers that represented 68.7% of gross accounts receivable at December 31, 2018 and 2017, respectively. This is set forth in the table below. Customer Percentage of Receivables December December 2018 2017 1 38.3 41.9 2 26.2 14.6 3 * 12.2 * Customer was less than 10% of gross accounts receivable at December 31, 2018. During the year, the Company had occasionally maintained balances in its bank accounts that were in excess of the FDIC limit. The Company has not experienced any losses on these accounts. The Company has several key sole-source suppliers of various parts that are important for one or more of its products. These suppliers are its only source for such parts and, therefore, in the event any of them were to go out of business or be unable to provide parts for any reason, its business could be severely harmed. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. The provision for, or benefit from, income taxes includes deferred taxes resulting from the temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from the differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. We evaluate, on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation, as prescribed by ASC 740-10, “Income Taxes,” includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes.” The ASC clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The ASC prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The ASC provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted FASB Accounting Standards Update 2015 - 17, Balance Sheet Classification of Deferred Taxes. The ASU is part of the Board’s simplification initiative aimed at reducing complexity in accounting standards. To simplify presentation, the new guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will now only have one net noncurrent deferred tax asset or liability. Importantly, the guidance does not change the existing requirement that only permits offsetting within a jurisdiction - that is, companies are still prohibited from offsetting deferred tax liabilities from one jurisdiction against deferred tax assets of another jurisdiction. The amendments in this Update may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. If an entity applies the guidance prospectively, the entity should disclose in the first interim and first annual period of change, the nature of and reason for the change in accounting principle and a statement that prior periods were not retrospectively adjusted. If an entity applies the guidance retrospectively, the entity should disclose in the first interim and first annual period of change the nature of and reason for the change in accounting principle and quantitative information about the effects of the accounting change on prior periods. The Company has applied this guidance prospectively and has not restated prior period balances. |
Earnings per share | Earnings per share Basic earnings per share is computed by dividing the net income applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Potentially dilutive shares, using the treasury stock method, are included in the diluted per-share calculations for all periods when the effect of their inclusion is dilutive. The following is a reconciliation of the denominators of basic and diluted earnings per share computations: 2018 2017 Weighted average shares outstanding used to compute basic earnings per share 26,897,639 13,230,775 Effect of dilutive stock options and warrants 3,313 - Weighted average shares outstanding and dilutive securities used to compute dilutive earnings per share 26,900,952 13,230,775 The following securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: December 31, December 31, 2018 2017 Stock Options 568,000 354,000 Warrants 1,960,000 1,480,000 2,528,000 1,834,000 The following securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during the years: December 31, December 31, 2018 2017 Stock Options 3,000 146,000 Warrants 7,000 41,000 10,000 187,000 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation.” Under the fair value recognition provision of the ASC, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options and warrants granted using the Black-Scholes-Merton option pricing model. |
Goodwill | Goodwill Goodwill represents the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. The goodwill amount of $163,000 at December 31, 2018 relates to the acquisition of NTW. The goodwill amount of $272,000 at December 31, 2017 relates to the acquisitions of NTW $163,000 and ECC $109,000. The Company accounts for the impairment of goodwill under the provisions of ASU 2011-08 (“ASU 2011-08”), “Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 updated the guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs impairment testing for goodwill annually, or more frequently when indicators of impairment exist. As discussed above, the Company adopted ASU 2011-08 and performs a qualitative assessment in the fourth quarter of each year to determine whether it was more likely than not that the fair value of a reporting unit is less than its carting amount. During 2018 the company determined that goodwill for ECC in the amount of $109,000 had been impaired and is included in the loss from continuing operations. During 2017, the Company determined that goodwill for Eur-Pac and Sterling in the amounts of $1,655,000 and $4,540,000, respectively, had been impaired. The total of $6,195,000 was included in the loss from continuing operations. Also, during 2017, the Company determined that goodwill for Welding, Woodbine and Compac in the amounts of $292,000, $2,565,000, $560,000, respectively, had been impaired. The total of $3,417,000 was included in loss from discontinued operations. |
Freight Out | Freight Out Freight out is included in operating expenses and amounted to $151,000 and $196,000 for the years ended December 31, 2018 and 2017, respectively. |
JOBS Act | JOBS Act On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. An “emerging growth company,” may, under Section 7(a)(2)(B) of the Securities Act, delay adoption of new or revised accounting standards applicable to public companies until such standards would otherwise apply to private companies. An “emerging growth company” is one with less than $1.0 billion in annual sales, that has less than $700 million in market value of its shares of common stock held by non-affiliates and issues less than $1.0 billion of non-convertible debt over a three year period. A company may take advantage of this extended transition period until the first to occur of the date that it (i) is no longer an “emerging growth company” or (ii) affirmatively and irrevocably opts out of this extended transition period. The Company has elected to take advantage of the benefits of this extended transition period until December 31, 2018, the date that it was no longer an “emerging growth company”. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” Among other things, in the amendments in ASU 2016-02, lessees will be required to recognize the following for all leases (with the exception of short-term leases) at the commencement date: (1) A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (2) A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early application is permitted upon issuance. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. The Company is currently assessing the impact that ASU 2016-02 will have on its consolidated financial statements. The Company has been gathering the lease agreement data and has begun to analyze the financial impact to the consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. An entity that elects to use the practical expedients will, in effect, continue to account for leases that commenced before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU 2016-02, ASU 2018-10 and ASU 2018-11 will be effective for the Company’s fiscal year beginning April 1, 2019 and subsequent interim periods. The Company’s current lease arrangements expire through 2021 and the Company is currently evaluating the impact the adoption of these ASUs will have on the Company’s consolidated financial statements. In January 2017, the FASB issued ASU 2017-01 (“ASU 2017-01”), Business Combinations, which clarifies the definition of a business, particularly when evaluating whether transactions should be accounted for as acquisitions or dispositions of assets or businesses. The first part of the guidance provides a screen to determine when a set is not a business; the second part of the guidance provides a framework to evaluate whether both an input and a substantive process are present. The guidance will be effective after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted for transactions that have not been reported in issued financial statements. The Company does not believe that the adoption of this pronouncement has an impact on the the presentation of its financial statements. In January 2017, FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment, Step 2 of the goodwill impairment test, which requires determining the implied fair value of goodwill and comparing it with its carrying amount has been eliminated. Thus, the goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount (i.e., what was previously referred to as Step 1). In addition, ASU No. 2017-04 requires entities having one or more reporting units with zero or negative carrying amounts to disclose (1) the identity of such reporting units, (2) the amount of goodwill allocated to each, and (3) in which reportable segment the reporting unit is included. ASU No. 2017-04 is effective as follows: (1) for a public business entity that is an SEC filer for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently in the process of evaluating the impact of the adoption of this standard on our financial statements. In February 2018, the FASB issued Accounting Standards Update No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This update will be effective for all interim and annual reporting periods beginning after December 15, 2018. The Company does not believe that the adoption of these amendments have an impact on its consolidated financial statements. In March 2018, the FASB issued Accounting Standards Update No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”). ASU 2018-05 adds various SEC paragraphs pursuant to the issuance of the December 2017 SEC Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB No. 118”), which was effective immediately. SAB No.118 provides for a provisional one year measurement period for entities to finalize their accounting for certain income tax effects related to the Tax Cuts and Jobs Act. The adoption of ASU 2018-05 had no material impact on the Company’s consolidated financial statements as of and for the year ending December 31, 2018. See Note 15, Income Taxes, for disclosures related to this amended guidance. In June 2018, the FASB issued ASU No. 2018-07, Compensation Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share based compensation. The guidance is effective for the Company for the fiscal year beginning January 1, 2020. While the exact impact of this standard is not known, the guidance is not expected to have a material impact on the Company’s consolidated financial statements, as non-employee stock compensation is nominal relative to the Company’s total expenses as of December 31, 2018. In October 2018, the FASB issued ASU No. 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities” (“ASU 2018-17”). This ASU reduces the cost and complexity of financial reporting associated with consolidation of variable interest entities (VIEs). A VIE is an organization in which consolidation is not based on a majority of voting rights. The new guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently assessing the impact the adoption of ASU 2018- 17 will have on the Company’s consolidated financial statements. In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases and ASU 2018-11 “Leases (Topic 842): Targeted Improvements” (ASU 2018-11). ASU 2018-10 clarifies certain areas within ASU 2016-02. Prior to ASU 2018-11, a modified retrospective transition was required for financing or operating leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements. ASU 2018-11 allows entities an additional transition method to the existing requirements whereby an entity could adopt the provisions of ASU 2016-02 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjustment to the financial statements for periods prior to adoption. ASU 2018-11 also allows a practical expedient that permits lessors to not separate non-lease components from the associated lease component if certain conditions are present. An entity that elects to use the practical expedients will, in effect, continue to account for leases that commenced before the effective date in accordance with previous GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous GAAP. ASU 2016-02, ASU 2018-10 and ASU 2018-11 will be effective for the Company’s fiscal year beginning April 1, 2019 and subsequent interim periods. The Company’s current lease arrangements expire through 2021 and the Company is currently evaluating the impact the adoption of these ASUs will have on the Company’s consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying consolidated financial statements. |
Reclassifications | Reclassifications Reclassifications occurred to certain 2017 amounts to conform to the 2018 classification. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of reconciliation of the major financial lines constituting the results of operations for discontinued operations | December 31, 2018 2017 Net revenue $ 13,852,000 $ 13,129,000 Cost of goods sold 13,596,000 11,245,000 Gross profit 256,000 1,884,000 Operating expenses: Selling, general and administrative 1,306,000 2,488,000 Loss on assets held for sale - 2,648,000 Impairment of Goodwill - 3,417,000 Total operating expenses 1,306,000 8,553,000 Interest expense 1,000 (12,000 ) Other income 7,000 3,000 Loss from discontinued operations before income taxes (1,042,000 ) (6,678,000 ) Provision for income taxes - - Net loss from discontinued operations $ (1,042,000 ) $ (6,678,000 ) |
Schedule of cash flow from operating, investing and financing activities | 2018 2017 Net cash used in operating activities - discontinued operation $ ( 439,000 ) $ (2,765,000 ) Net cash used in investing activities - discontinued operation $ 49,000 $ (33,000 ) Net cash provided by financing activities - discontinued operations $ 475,000 $ 2,665,000 Depreciation and amortization $ 156,000 $ 375,000 Capital expenditures $ - $ (33,000 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of prepaid expenses and other current assets | Description Balance at Beginning of Year Charges to Loss on Sale of Subsidiary Deductions Balance at end of year Valuation reserve deducted from Prepaid Expenses and Other Current Assets: Year ended December 31, 2018 $ - $ 1,770,000 $ - $ 1,770,000 Year ended December 31, 2017 $ - $ - $ - $ - |
Schedule of credit and concentration risks | Customer Percentage of Sales 2018 2017 1 30.7 20.5 2 27.4 25.5 3 11.9 * 4 * 16.0 * Customer was less than 10% of sales at December 31, 2018 and 2017, respectively. Customer Percentage of Receivables December December 2018 2017 1 38.3 41.9 2 26.2 14.6 3 * 12.2 * Customer was less than 10% of gross accounts receivable at December 31, 2018. |
Schedule of earnings per share | 2018 2017 Weighted average shares outstanding used to compute basic earnings per share 26,897,639 13,230,775 Effect of dilutive stock options and warrants 3,313 - Weighted average shares outstanding and dilutive securities used to compute dilutive earnings per share 26,900,952 13,230,775 |
Schedule of anti-dilutive securities | December 31, December 31, 2018 2017 Stock Options 568,000 354,000 Warrants 1,960,000 1,480,000 2,528,000 1,834,000 December 31, December 31, 2018 2017 Stock Options 3,000 146,000 Warrants 7,000 41,000 10,000 187,000 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of accounts receivable | December 31, December 31, 2018 2017 Accounts Receivable Gross $ 7,046,000 $ 5,958,000 Allowance for Doubtful Accounts (524,000 ) (494,000 ) Accounts Receivable Net $ 6,522,000 $ 5,464,000 |
Schedule of allowance for doubtful accounts | Balance at Beginning of Year Charged to Costs and Expenses Deductions Balance at Year ended December 31, 2018 Allowance for Doubtful Accounts $ 494,000 $ 30,000 $ - $ 524,000 Year ended December 31, 2017 Allowance for Doubtful Accounts $ 403,000 $ 91,000 $ - $ 494,000 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | December 31, December 31, 2018 2017 Raw Materials $ 4,622,000 $ 5,346,000 Work In Progress 17,530,000 19,947,000 Finished Goods 10,915,000 10,122,000 Inventory Reserve (4,016,000 ) (4,274,000 ) Total Inventory $ 29,051,000 $ 31,141,000 |
Schedule of periodically evaluates inventory and establishes reserves for obsolescence, excess quantities, slow-moving goods, and for other impairment of value | Balance at Beginning of Year Additions to Reserve Deductions Balance at Year ended December 31, 2018 Reserve for Inventory $ (4,274,000 ) $ (163,000 ) $ 421,000 $ (4,016,000 ) Year ended December 31, 2017 Reserve for Inventory $ (3,776,000 ) $ (503,000 ) $ 5,000 $ (4,274,000 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | December 31, December 31, 2018 2017 Land $ 300,000 $ 300,000 Buildings and Improvements 1,708,000 1,650,000 31.5 years Machinery and Equipment 11,579,000 11,554,000 5 - 8 years Capital Lease Machinery and Equipment 6,495,000 6,534,000 5 - 8 years Tools and Instruments 9,882,000 8,538,000 1.5 - 7 years Automotive Equipment 177,000 172,000 5 years Furniture and Fixtures 303,000 311,000 5 - 8 years Leasehold Improvements 520,000 528,000 Term of Lease Computers and Software 425,000 406,000 4 - 6 years Total Property and Equipment 31,389,000 29,993,000 Less: Accumulated Depreciation (22,612,000 ) (19,943,000 ) Property and Equipment, net $ 8,777,000 $ 10,050,000 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangibles assets | December 31, December 31, 2018 2017 Customer Relationships $ 4,925,000 $ 4,925,000 5 to 14 years Non-Compete 50,000 50,000 5 years Total Intangible Assets 4,975,000 4,975,000 Less: Accumulated Amortization (4,975,000 ) (4,975,000 ) Intangible Assets, net $ - $ - |
Assets Held for Sale and Liab_2
Assets Held for Sale and Liabilities Directly Associated (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Assets Held for Sale and Liabilites Direclty Associated [Abstract] | |
Schedule of assets held for sale and liabilities directly associated | December 31, Assets Held for Sale Accounts Receivable, net of allowance for doubtful accounts $ 2,217,000 Inventory, net of reserves 8,065,000 Prepaid and other assets 485,000 Property and equipment, net of accumulated depreciation 878,000 Impairment of Assets Held for Sale (1,563,000 ) Assets Held for Sale $ 10,082,000 Accounts payable and accrued expenses 2,138,000 Deferred Revenue 521,000 Notes Payable & Capital lease obligations 11,000 Deferred rent 125,000 Liabilities directly associated to Assets Held for Sale $ 2,795,000 |
Schedule of segment data | Segment Data 2018 2017 Aerostructures & Electronics Net Sales $ 13,853,000 $ 13,129,000 Gross Profit 256,000 1,884,000 Pre Tax (Loss) Income (1,042,000 (6,678,000 ) Assets - 10,082,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable | December 31, December 31, 2018 2017 Accounts Payable $ 6,782,000 $ 8,634,000 Accrued Expenses 1,941,000 2,238,000 $ 8,723,000 $ 10,872,000 |
Notes Payable and Capital Lea_2
Notes Payable and Capital Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes and Loans Payable [Abstract] | |
Schedule of notes payable and capital lease obligations | December 31, December 31, 2018 2017 Revolving credit note payable to PNC Bank N.A. (“PNC”) $ 14,043,000 $ 16,455,000 Term loans, PNC 1,572,000 3,471,000 Capital lease obligations 1,786,000 3,073,000 Related party notes payable, net of debt discount 4,835,000 1,912,000 Other note payable 2,830,000 1,930,000 Subtotal 25,066,000 26,841,000 Less: Current portion of notes and capital obligations (19,345,000 ) (23,393,000 ) Notes payable and capital lease obligations, net of current portion $ 5,721,000 $ 3,448,000 |
Schedule of future minimum principal payments for term loans | For the year ending Amount December 31, 2019 $ 1,478,000 December 31, 2020 94,000 PNC Term Loans payable 1,572,000 Less: Current portion 1,572,000 Long-term portion $ - |
Schedule of future minimum lease payments, including imputed interest | For the year ending Amount December 31, 2019 $ 1,264,000 December 31, 2020 542,000 December 31, 2021 52,000 December 31, 2022 15,000 Thereafter - Total future minimum lease payments 1,873,000 Less: imputed interest (87,000 ) Less: current portion (1,196,000 ) Total Long Term Portion $ 590,000 |
Schedule of related party advances and notes payable | Date Gross Proceeds Promissory Note $ Common Stock Price Shares 3/29/2018 1,000,000 700,000 300,000 1.68 178,571 4/4/2018 100,000 70,000 30,000 1.68 17,857 5/21/2018 100,000 70,000 30,000 1.64 18,334 Total 1,200,000 840,000 360,000 214,762 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Schedule of stockholders' equity | Total Shares Warrants Date Investment # of shares Price # of warrants Ex Price 11/29/2017 $ 300,000 217,390 $ 1.38 72,000 $ 1.50 12/5/2017 400,000 320,000 $ 1.25 96,000 $ 1.50 12/29/2017 235,000 188,000 $ 1.25 56,400 $ 1.50 Subtotal- 2017 935,000 725,390 224,400 1/9/2018 1,065,000 852,000 $ 1.25 255,600 $ 1.50 Total Offering $ 2,000,000 1,577,390 480,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Fifth Avenue Lamar Street Motor Parkway Porter Street For the year ending Annual Rent Annual Rent Annual Rent Annual Rent Total Rents December 31, 2019 $ 792,000 $ 196,000 $ 113,000 $ 48,000 $ 1,149,000 December 31, 2020 817,000 202,000 - - 1,019,000 December 31, 2021 842,000 173,000 - - 1,015,000 December 31, 2022 868,000 - - - 868,000 December 31, 2023 895,000 - - - 895,000 Thereafter 2,604,000 - - - 2,604,000 Total Rents $ 6,818,000 $ 571,000 $ 113,000 $ 48,000 $ 7,550,000 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for (benefit from) income taxes | 2018 2017 Current Federal tax refund $ - $ (178,000 ) State 3,000 8,000 Prior Year overaccruals Federal - - State - (27,000 ) Total (Benefit) Expense 3,000 (197,000 ) Deferred Tax Benefit (921,000 ) (2,025,000 ) Valuation Allowance 921,000 (2,025,000 ) Net Provision for (Benefit from) Income Taxes $ 3,000 $ (197,000 ) |
Schedule of reconciliation of our income tax rate computed using the federal statutory rate to our actual income tax rate | 2018 2017 U.S. statutory income tax rate 21.00 % 34.00 % State taxes -0.12 % 0.09 % Permanent differences, overaccruals and non-deductible items 5.71 % -0.22 % Rate change and provision to return true-up -18.36 % -22.60 % Expired stock options 0.00 % -0.19 % Deferred tax valuation allowance -8.38 % -10.09 % Total -0.15 % 0.99 % |
Schedule of net deferred tax assets | December 31, December 31, 2018 2017 Deferred tax assets Current: Net operating losses $ 6,811,000 $ 7,730,000 Bad debts 124,000 135,000 Inventory - 263A adjustment 248,000 591,000 Accounts payable, accrued expenses and reserves - - Total current deferred tax assets before valuation allowance 7,183,000 8,456,000 Valuation allowance (7,183,000 ) (8,456,000 ) Total current deferred tax assets after valuation allowance - - Non-current: Stock based compensation - options and restricted stock 161,000 124,000 Capitalized engineering costs 809,000 281,000 Deferred rent 248,000 299,000 Amortization - NTW Transaction 810,000 519,000 Inventory reserves 942,000 960,000 Deferred gain on sale of real estate 80,000 80,000 Accrued Expenses 49,000 - Disallowed interest 918,000 - Other 314,000 114,000 Total non-current deferred tax assets before valuation allowance 4,331,000 2,377,000 Valuation allowance (2,952,000 ) (758,000 ) Total non-current deferred tax assets after valuation allowance 1,379,000 1,619,000 Deferred tax liabilities: Property and equipment (1,379,000 ) (1,619,000 ) Amortization – NTW Goodwill - - Amortization – Welding Transaction - - Total non-current deferred tax liabilities (1,379,000 ) (1,619,000 ) Net non-current deferred tax asset $ - $ - |
Stock Options and Warrants (Tab
Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrant [Member] | |
Schedule of company's stock options | Warrants Wtd. Avg. Exercise Wtd. Ave. Remaining Contractual Life (years) Balance, January 1, 2017 840,276 $ 5.13 4.01 Granted during the period 971,611 2.61 4.42 Exercised during the period - - - Terminated/Expired during the period (107,785 ) 3.62 - Balance, December 31, 2017 1,704,102 2.66 4.04 Granted during the period 535,600 1.45 4.35 Terminated/Expired during the period - - - Balance, December 31, 2018 2,239,702 $ 3.10 3.35 Exercisable at December 31, 2018 2,239,702 $ 3.10 3.35 |
Schedule of stock options/ warrants granted | 2018 2017 Risk-free interest rates 2.33 % 1.85% - 2.20% Expected life (in years) 4.9 5 Expected volatility 116 % 63%-115% Dividend yield 0 0 Weighted-average grant date fair value per share $ 1.24 $1.10-$2.89 |
Employee Stock Option [Member] | |
Schedule of fair values of stock options granted | 2018 2017 Risk-free interest rates 2.69 % 1.72% - 1.81 % Expected life (in years) 4.9 4.9 Expected volatility 66 % 82% - 85 % Dividend yield 0.0 % 0.0 % Weighted-average grant date fair value per share $ 0.72 $ 0.90 |
Schedule of company's stock options | Options Wtd. Avg. Exercise Price Balance, January 1, 2017 636,342 $ 7.01 Granted during the period 695,000 1.45 Exercised during the period - - Terminated/Expired during the period (285,715 ) 7.66 Balance, December 31, 2017 1,048,627 3.20 Granted during the period 88,000 1.56 Exercised during the period - - Terminated/Expired during the period (298,478 ) 3.04 Balance, December 31, 2018 838,149 $ 3.08 Exercisable at December 31, 2018 598,149 $ 3.73 |
Schedule of stock options/ warrants granted | Range of Exercise Prices Number Outstanding Wtd. Avg. Life Wtd. Avg. Exercise Price $ 0.00 - $5.00 646,000 5.2 years $ 8.18 $ 5.01 - $20.00 192,149 1.6 years 1.56 $ 0.00 - $20.00 838,149 4.4 years $ 3.08 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of operating segments | Year Ended December 31, 2018 2017 COMPLEX MACHINING Net Sales $ 39,745,000 $ 38,489,000 Gross Profit 5,871,000 4,906,000 Pre Tax Loss (75,000 ) (2,839,000 ) Assets 41,947,000 43,207,000 AEROSTRUCTURES & ELECTRONICS Net Sales 1,779,000 4,574,000 Gross (Loss) Profit (31,000 ) 507,000 Pre Tax Loss (1,380,000 ) (4,233,000 ) Assets 110,000 1,021,000 TURBINE ENGINE COMPONENTS Net Sales 4,785,000 6,806,000 Gross Loss (426,000 ) (546,000 ) Pre Tax Loss (1,385,000 ) (7,599,000 ) Assets 5,243,000 6,157,000 CORPORATE Net Sales - - Gross Profit - - Pre Tax Loss (6,766,000 ) (1,599,000 ) Assets 456,000 288,000 CONSOLIDATED Net Sales 46,309,000 49,869,000 Gross Profit 5,414,000 4,867,000 Pre Tax Loss (9,606,000 ) (16,270,000 ) (Benefit from) provision for Income Taxes (3,000 ) 197,000 Loss from Discontinued Operations (1,383,000 ) (6,478,000 ) Assets Held for Sale - 10,082,000 Net Loss (10,992,000 ) (22,551,000 ) Assets $ 47,756,000 $ 50,673,000 |
Formation and Basis of Presen_2
Formation and Basis of Presentation (Details) - USD ($) | Jan. 15, 2019 | Jan. 27, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 20, 2018 | Mar. 21, 2017 |
Formation and Basis of Presentation (Textual) | |||||||
Income (loss) from operations | $ (5,963,000) | $ (12,758,000) | |||||
Net (losses) | (10,992,000) | (22,551,000) | |||||
Purchase price | $ 4,500,000 | ||||||
Net of a working capital adjustment | $ 163,000 | ||||||
Equity payments, description | Additional quarterly payments, not to exceed $ 1,500,000, equal to five percent (5%) of Net Revenues of AMK commencing April 1, 2017. | ||||||
Gain on the sale of AMK | $ 200,000 | ||||||
Outstanding accounts payable | 500,000 | ||||||
Escrow deposit | |||||||
Sold in excess of debt and equity securities | $ 8,860,000 | $ 29,856,000 | |||||
Principal amount | 297,000 | ||||||
Loss on abandoned assets | 386,000 | ||||||
Determined goodwill ECC amount | 109,000 | ||||||
Stock Purchase Agreement [Member] | |||||||
Formation and Basis of Presentation (Textual) | |||||||
Escrow deposit | $ 2,000,000 | ||||||
Purchase price | 9,000,000 | ||||||
Working capital | $ (1,093,000) | ||||||
PNC Loan Agreement [Member] | |||||||
Formation and Basis of Presentation (Textual) | |||||||
The proceeds of the sale of AMK | 1,700,000 | ||||||
Outstanding revolving advances | 1,800,000 | ||||||
Outstanding accounts payable | $ 500,000 | ||||||
Taglich Brothers, Inc., [Member] | |||||||
Formation and Basis of Presentation (Textual) | |||||||
Principal amount | $ 382,000 | ||||||
Subsequent Event [Member] | |||||||
Formation and Basis of Presentation (Textual) | |||||||
Purchase agreement, description | Purchasers all of its right, title and interest to the remaining $1,136,710 of the $1,500,000 in payments due from Meyer Tool, Inc. for the sale of AMK Welding, Inc. (the "Remaining Amount") for an aggregate purchase price of $800,000, including $100,000 from each of Michael and Robert Taglich, and $75,000 for the benefit of the children of Michael Taglich. The payments are based upon the net sales of AMK Welding, Inc., which the Company sold to Meyer Tool in January 2017. The Purchasers have the right to demand payment of their pro rata portion of the unpaid Remaining Amount from us commencing March 31, 2023 ("Put Right"). | ||||||
Fee, percentage | 2.00% | ||||||
Subsequent Event [Member] | 7% senior subordinate convertible promissory notes [Member] | |||||||
Formation and Basis of Presentation (Textual) | |||||||
Purchase price | $ 1,000,000 | ||||||
Principal amount | $ 1,000,000 | ||||||
Convertible shares, percentage | 7.00% | ||||||
Common stock conversion price | $ 0.93 | ||||||
Subsequent Event [Member] | Taglich Brothers, Inc., [Member] | |||||||
Formation and Basis of Presentation (Textual) | |||||||
Fee, percentage | 4.00% | ||||||
Fee amount | $ 80,000 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net revenue | $ 13,852,000 | $ 13,129,000 |
Cost of goods sold | 13,596,000 | 11,245,000 |
Gross profit | 256,000 | 1,884,000 |
Operating expenses: | ||
Selling, general and administrative | 1,306,000 | 2,488,000 |
Loss on assets held for sale | 2,648,000 | |
Impairment of Goodwill | 3,417,000 | |
Total operating expenses | 1,306,000 | 8,553,000 |
Interest expense | 1,000 | (12,000) |
Other income | 7,000 | 3,000 |
Loss from discontinued operations before income taxes | (1,042,000) | (6,678,000) |
Provision for income taxes | ||
Net loss from discontinued operations | $ (1,042,000) | $ (6,678,000) |
Discontinued Operations (Deta_2
Discontinued Operations (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Net cash used in operating activities - discontinued operation | $ (439,000) | $ (2,765,000) |
Net cash used in investing activities - discontinued operation | 49,000 | (33,000) |
Net cash provided by financing activities - discontinued operations | 475,000 | 2,665,000 |
Depreciation and amortization | 156,000 | 375,000 |
Capital expenditures | $ (33,000) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation reserve deducted from Prepaid Expenses and Other Current Assets: | ||
Balance at Beginning of Year | ||
Charges to Loss on Sale of Subsidiary | $ 1,770,000 | |
Deductions | ||
Balance at end of year | $ 1,770,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details 1) - Total Sales [Member] | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | |||
Customer 1 [Member] | ||||
Percentage of Sales | 30.70% | 20.50% | ||
Customer 2 [Member] | ||||
Percentage of Sales | 27.40% | 25.50% | ||
Customer 3 [Member] | ||||
Percentage of Sales | 11.90% | [1] | ||
Customer 4 [Member] | ||||
Percentage of Sales | [1] | 16.00% | ||
[1] | Customer was less than 10% of sales at December 31, 2018 and 2017, respectively. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details 2) - Accounts receivable [Member] | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Customer 1 [Member] | |||
Percentage of Receivables | 38.30% | 41.90% | |
Customer 2 [Member] | |||
Percentage of Receivables | 26.20% | 14.60% | |
Customer 3 [Member] | |||
Percentage of Receivables | [1] | 12.20% | |
[1] | Customer was less than 10% of gross accounts receivable at December 31, 2018. |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details 3) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Weighted average shares outstanding used to compute basic earnings per share | 26,897,639 | 13,230,775 |
Effect of dilutive stock options and warrants | 3,313 | |
Weighted average shares outstanding and dilutive securities used to compute dilutive earnings per share | 26,900,952 | 13,230,775 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details 4) - shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Average market price of common shares | 2,528,000 | 1,834,000 |
Average market price of common shares including potential shares was anti-dilutive | 10,000 | 187,000 |
Warrants [Member] | ||
Average market price of common shares | 1,960,000 | 1,480,000 |
Average market price of common shares including potential shares was anti-dilutive | 7,000 | 41,000 |
Stock Options [Member] | ||
Average market price of common shares | 568,000 | 354,000 |
Average market price of common shares including potential shares was anti-dilutive | 3,000 | 146,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details Textual) | Oct. 01, 2018 | Dec. 31, 2018USD ($)Customer / Customers | Dec. 31, 2017USD ($)Customer / Customers |
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | $ 163,000 | $ 272,000 | |
Expenditures for repairs and improvements | 10,000 | ||
Sale of stock, description | The Company agreed to pay Taglich Brothers $70,000 (7% of the gross proceeds of the offering) for acting as placement agent for the offering. | ||
Net sales, billed but not shipped under such bill and hold arrangements | 89,000 | 619,000 | |
Loss from continuing operations | 109,000 | 6,195,000 | |
Loss from discontinued operations | 3,417,000 | ||
Jobs act, description | An "emerging growth company" is one with less than $1.0 billion in annual sales, that has less than $700 million in market value of its shares of common stock held by non-affiliates and issues less than $1.0 billion of non-convertible debt over a three year period. A company may take advantage of this extended transition period until the first to occur of the date that it (i) is no longer an "emerging growth company" or (ii) affirmatively and irrevocably opts out of this extended transition period. The Company has elected to take advantage of the benefits of this extended transition period until December 31, 2018, the date that it was no longer an "emerging growth company". | ||
NTW [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | $ 163,000 | 163,000 | |
ECC [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | $ 109,000 | $ 109,000 | |
Accounts receivable [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Number of Customers | Customer / Customers | 2 | 2 | |
Sale of stock, description | Customer was less than 10% of gross accounts receivable at December 31, 2018. | ||
Credit and concentration risks, description | There were two customers that represented 64.5% of gross accounts receivable and three customers that represented 68.7% of gross accounts receivable at December 31, 2018 and 2017, respectively. | ||
Total Sales [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Number of Customers | Customer / Customers | 3 | 3 | |
Sale of stock, description | Customer was less than 10% of sales at December 31, 2018 and 2017, respectively. | ||
Credit and concentration risks, description | There were three customers that represented 70.0% of total sales, and three customers that represented 62.0% of total sales for the years ended December 31, 2018 and 2017, respectively. | ||
Welding [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | $ 292,000 | ||
Woodbine [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | 2,565,000 | ||
Compac [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | 560,000 | ||
Eur-Pac [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | 1,655,000 | ||
Sterling [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Goodwill | 4,540,000 | ||
Freight out [Member] | |||
Summary of Significant Accounting Policies (Textual) | |||
Operating expenses | $ 151,000 | $ 196,000 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Receivables [Abstract] | |||
Accounts Receivable Gross | $ 7,046,000 | $ 5,958,000 | |
Allowance for Doubtful Accounts | (524,000) | (494,000) | $ (403,000) |
Accounts Receivable Net | $ 6,522,000 | $ 5,464,000 |
Accounts Receivable (Details 1)
Accounts Receivable (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts | ||
Balance at Beginning of Year | $ 494,000 | $ 403,000 |
Charged to Costs and Expenses | 30,000 | 91,000 |
Deductions from Reserves | ||
Balance at End of Year | $ 524,000 | $ 494,000 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | |||
Raw Materials | $ 4,622,000 | $ 5,346,000 | |
Work In Progress | 17,530,000 | 19,947,000 | |
Finished Goods | 10,915,000 | 10,122,000 | |
Inventory Reserve | (4,016,000) | (4,274,000) | $ 3,776,000 |
Total Inventory | $ 29,051,000 | $ 31,141,000 |
Inventory (Details 1)
Inventory (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reserve for Inventory | ||
Balance at Beginning of Year | $ 4,274,000 | $ (3,776,000) |
Additions to Reserve | (163,000) | (503,000) |
Deductions from Reserves | 421,000 | 5,000 |
Balance at End of Year | $ 4,016,000 | $ 4,274,000 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total Property and Equipment | $ 31,389,000 | $ 29,993,000 |
Less: Accumulated Depreciation | (22,612,000) | (19,943,000) |
Property and Equipment, net | 8,777,000 | 10,050,000 |
Land [Member] | ||
Total Property and Equipment | 300,000 | 300,000 |
Buildings and Improvements [Member] | ||
Total Property and Equipment | $ 1,708,000 | 1,650,000 |
Property and Equipment Useful Life | 31 years 6 months | |
Machinery and Equipment [Member] | ||
Total Property and Equipment | $ 11,579,000 | 11,554,000 |
Capital Lease Machinery and Equipment [Member] | ||
Total Property and Equipment | 6,495,000 | 6,534,000 |
Tools and Instruments [Member] | ||
Total Property and Equipment | 9,882,000 | 8,538,000 |
Automotive Equipment [Member] | ||
Total Property and Equipment | $ 177,000 | 172,000 |
Property and Equipment Useful Life | 5 years | |
Furniture and Fixtures [Member] | ||
Total Property and Equipment | $ 303,000 | 311,000 |
Leasehold Improvements [Member] | ||
Total Property and Equipment | $ 520,000 | 528,000 |
Property and Equipment Useful Life, description | Term of Lease | |
Computers and Software [Member] | ||
Total Property and Equipment | $ 425,000 | $ 406,000 |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property and Equipment Useful Life | 5 years | |
Minimum [Member] | Capital Lease Machinery and Equipment [Member] | ||
Property and Equipment Useful Life | 5 years | |
Minimum [Member] | Tools and Instruments [Member] | ||
Property and Equipment Useful Life | 1 year 6 months | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property and Equipment Useful Life | 5 years | |
Minimum [Member] | Computers and Software [Member] | ||
Property and Equipment Useful Life | 4 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property and Equipment Useful Life | 8 years | |
Maximum [Member] | Capital Lease Machinery and Equipment [Member] | ||
Property and Equipment Useful Life | 8 years | |
Maximum [Member] | Tools and Instruments [Member] | ||
Property and Equipment Useful Life | 7 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property and Equipment Useful Life | 8 years | |
Maximum [Member] | Computers and Software [Member] | ||
Property and Equipment Useful Life | 6 years |
Property and Equipment (Detai_2
Property and Equipment (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment (Textual) | ||
Depreciation expense | $ 2,877,000 | $ 2,723,000 |
Accumulated depreciation | $ 4,827,000 | $ 3,595,000 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Total Intangible Assets | $ 4,975,000 | $ 4,975,000 |
Less: Accumulated Amortization | (4,975,000) | (4,975,000) |
Customer Relationships [Member] | ||
Total Intangible Assets | $ 4,925,000 | 4,925,000 |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets Useful Life | 5 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets Useful Life | 14 years | |
Trade Names [Member] | ||
Total Intangible Assets | ||
Technical Know-how [Member] | ||
Total Intangible Assets | ||
Non-Compete [Member] | ||
Total Intangible Assets | $ 50,000 | 50,000 |
Intangible Assets Useful Life | 5 years | |
Professional Certifications [Member] | ||
Total Intangible Assets |
Intangible Assets (Details Text
Intangible Assets (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Intangible Assets (Textual) | ||
Amortization of intangibles | $ 673,000 |
Assets Held for Sale and Liab_3
Assets Held for Sale and Liabilities Directly Associated (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Assets Held for Sale | ||
Assets Held for Sale, net | $ 10,082,000 | |
Deferred rent | $ 1,165,000 | 1,197,000 |
Liabilities directly associated to Assets Held for Sale | 2,795,000 | |
WMI | ||
Assets Held for Sale | ||
Accounts Receivable, net of allowance for doubtful accounts | 2,217,000 | |
Inventory, net of reserves | 8,065,000 | |
Prepaid and other assets | 485,000 | |
Property and equipment, net of accumulated depreciation | 878,000 | |
Impairment of Assets Held for Sale | (1,563,000) | |
Assets Held for Sale, net | 10,082,000 | |
Accounts payable and accrued expenses | 2,138,000 | |
Deferred Revenue | 521,000 | |
Notes Payable & Capital lease obligations | 11,000 | |
Deferred rent | 125,000 | |
Liabilities directly associated to Assets Held for Sale | $ 2,795,000 |
Assets Held for Sale and Liab_4
Assets Held for Sale and Liabilities Directly Associated (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Sales | $ 46,309,000 | $ 49,869,000 |
Gross Profit | 5,414,000 | 4,867,000 |
Pre Tax (Loss) Income | (9,606,000) | (16,270,000) |
Wmi Group [Member] | ||
Net Sales | 13,853,000 | 13,129,000 |
Gross Profit | 256,000 | 1,884,000 |
Pre Tax (Loss) Income | (1,042,000) | (6,678,000) |
Assets | $ 10,082,000 |
Assets Held for Sale and Liab_5
Assets Held for Sale and Liabilities Directly Associated (Details Textual) - WMI [Member] | Dec. 20, 2018USD ($) |
Purchase price | $ 9,000,000 |
Working capital adjustment | $ (1,093,000) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accounts Payable | $ 6,782,000 | $ 8,634,000 |
Accrued Expenses | 1,941,000 | 2,238,000 |
Accounts Payable and Accrued Expenses | $ 8,723,000 | $ 10,872,000 |
Sale and Leaseback Transaction
Sale and Leaseback Transaction (Details) - USD ($) | Oct. 01, 2018 | Apr. 11, 2016 | Oct. 24, 2006 | Dec. 31, 2018 |
Sale and Leaseback Transaction (Textual) | ||||
Purchase price | $ 1,700,000 | |||
Sale of stock transaction, description | The Company agreed to pay Taglich Brothers $70,000 (7% of the gross proceeds of the offering) for acting as placement agent for the offering. | |||
South Windsor [Member] | ||||
Sale and Leaseback Transaction (Textual) | ||||
Base annual rent | $ 155,000 | |||
Percentage of base annual rent | 3.00% | |||
Lease term | 15 years | |||
Bay Shore [Member] | ||||
Sale and Leaseback Transaction (Textual) | ||||
Purchase price | $ 6,200,000 | |||
Sale of stock transaction, description | The Company realized a gain on the sale of $1,051,000 of which $300,000 was recognized during the year ended December 31, 2006. The remaining $751,000 is being recognized ratably over the remaining term of the twenty - year lease at approximately $38,000 per year. The gain is included in Other Income in the accompanying Consolidated Statements of Operations. The unrecognized portion of the gain in the amount of $295,000 and $333,000 as of December 31, 2018 and 2017, respectively, is classified as Deferred Gain on Sale in the accompanying Consolidated Balance Sheets. | The Company entered into a 20-year triple- net lease (the "Lease") with the purchaser for the property. Base annual rent is approximately $540,000 for the first five years, $560,000 for the sixth year, and thereafter increases 3% per year. The Lease grants the Company an option to renew the Lease for an additional period of five years. The Company has on deposit with the purchaser $89,000 as security for the performance of its obligations under the Lease. In addition, the Company has on deposit $150,000 with the landlord as security for the completion of certain repairs and upgrades to the Bay Shore Property. | ||
Lease term | 20 years |
Notes Payable and Capital Lea_3
Notes Payable and Capital Lease Obligations (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Notes and Loans Payable [Abstract] | ||
Revolving credit note payable to PNC Bank N.A. ("PNC") | $ 14,043,000 | $ 16,455,000 |
Term loans, PNC | 1,572,000 | 3,471,000 |
Capital lease obligations | 1,786,000 | 3,073,000 |
Related party notes payable, net of debt discount | 4,835,000 | 1,912,000 |
Other note payable | 2,830,000 | 1,930,000 |
Subtotal | 25,066,000 | 26,841,000 |
Less: Current portion of notes and capital obligations | (19,345,000) | (23,393,000) |
Notes payable and capital lease obligations, net of current portion | $ 5,721,000 | $ 3,448,000 |
Notes Payable and Capital Lea_4
Notes Payable and Capital Lease Obligations (Details 1) | Dec. 31, 2018USD ($) |
For the year ending | |
December 31, 2019 | $ 1,478,000 |
December 31, 2020 | 94,000 |
PNC Term Loans payable | 1,572,000 |
Less: Current portion | (1,572,000) |
Long-term portion |
Notes Payable and Capital Lea_5
Notes Payable and Capital Lease Obligations (Details 2) | Dec. 31, 2018USD ($) |
For the year ending | |
December 31, 2019 | $ 1,264,000 |
December 31, 2020 | 542,000 |
December 31, 2021 | 52,000 |
December 31, 2022 | 15,000 |
Thereafter | |
Total future minimum lease payments | 1,873,000 |
Less: imputed interest | (87,000) |
Less: current portion | (1,196,000) |
Total Long Term Portion | $ 591,000 |
Notes Payable and Capital Lea_6
Notes Payable and Capital Lease Obligations (Details 3) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Gross Proceeds | $ 1,200,000 | |
Promissory Note | 840,000 | |
Related party advances and notes payable | $ 360,000 | |
Related party advances and notes payable, shares | 214,762 | |
3/29/2018 [Member] | ||
Gross Proceeds | $ 1,000,000 | |
Promissory Note | 700,000 | |
Related party advances and notes payable | $ 300,000 | |
Common Stock Price | $ 1.68 | |
Related party advances and notes payable, shares | 178,571 | |
4/4/2018 [Member] | ||
Gross Proceeds | $ 100,000 | |
Promissory Note | 70,000 | |
Related party advances and notes payable | $ 30,000 | |
Common Stock Price | $ 1.68 | |
Related party advances and notes payable, shares | 17,857 | |
5/21/2018 [Member] | ||
Gross Proceeds | $ 100,000 | |
Promissory Note | 70,000 | |
Related party advances and notes payable | $ 30,000 | |
Common Stock Price | $ 1.64 | |
Related party advances and notes payable, shares | 18,334 |
Notes Payable and Capital Lea_7
Notes Payable and Capital Lease Obligations (Details Textual) - USD ($) | Oct. 01, 2018 | May 31, 2018 | May 18, 2018 | Jan. 31, 2018 | Nov. 30, 2017 | Mar. 21, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Apr. 04, 2018 | Mar. 29, 2018 | Feb. 28, 2017 |
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Interest expense related to credit facilities | $ 1,775,000 | $ 2,122,000 | |||||||||||
Capital lease obligations | 1,786,000 | 3,073,000 | |||||||||||
Debt and equity financings | 8,860,000 | $ 29,856,000 | |||||||||||
Initial principal amount | 297,000 | ||||||||||||
Outstanding amount under the revolving loan, inclusive of excess advance | $ 14,043,000 | 16,455,000 | |||||||||||
Coverage ratio, description | As of September 30, 2018, we had outstanding $4,775,000 principal amount of 8% Notes, of which $2,575,000 principal amount was due on November 30, 2018 and $2,200,000 principal amount was due on February 28, 2019. | ||||||||||||
Revolving credit loan debt to PNC | $ 15,615,000 | 19,926,000 | |||||||||||
Revolving credit loan term amount | 1,572,000 | 3,471,000 | |||||||||||
Placement agent fee equal amount | $ 160,000 | ||||||||||||
Placement invested percentage | 8.00% | ||||||||||||
Related party advances and notes payable, net of debt discounts | $ 4,835,000 | 1,912,000 | |||||||||||
Common stock issued | $ 360,000 | ||||||||||||
Total purchase price | $ 800,000 | ||||||||||||
Related party notes payable allocated percentage, description | The number of Shares purchased by Michael Taglich and Robert Taglich was calculated based upon $1.68, the closing price of the common stock on May 20, 2018, the trading day immediately preceding the date they purchased the 2019 Notes and shares of common stock. | ||||||||||||
Notes payable percentage | 8.00% | ||||||||||||
Additional investors | $ 100,000 | $ 150,000 | |||||||||||
Capitalized lease obligations | $ 1,786,000 | $ 3,073,000 | |||||||||||
Private Placement [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Received gross proceeds | $ 2,000,000 | ||||||||||||
Amendments to 8% Notes [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Coverage ratio, description | Michael Taglich, Robert Taglich and Taglich Brothers (collectively, the “Taglich Parties”) owned $1,300,000, $650,000 and $382,000, respectively, principal amount of 8% Notes, with accrued interest thereon from the date of issuance through September 30, 2018 of $203,613, $120,097 and $68,294, respectively. In consideration for waiving all defaults in payment of principal and accrued interest on the 8% Notes through the date of the amendment, the conversion price of the Amended Notes owned by the Taglich Parties and the other holders of the Amended Notes has been reduced to $1.50 per share, subject to the anti-dilution adjustments set forth in the Amended Notes and the 8% Notes, and the Company issued to the Taglich Parties and the other holders of the 8% Notes such number of shares of common stock calculated based upon a value of $1.39 per share, the closing market price of common stock on the NYSE American on September 28, 2018, the date immediately prior to the date the holders of a majority of the outstanding principal amount of the 8% Notes approved the amendment as is equal to the interest accrued on their 8% Notes from the date of issuance through September 30, 2018. As a result, the Company issued to Michael Taglich, Robert Taglich and Taglich Brothers 146,484 shares, 86,401 shares and 49,132 shares, respectively, of common Stock. | ||||||||||||
Robert [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Received gross proceeds | $ 1,950,000 | ||||||||||||
Common stock purchased, shares | 72,463 | ||||||||||||
Common stock warrants to purchase | 24,000 | ||||||||||||
Common stock purchase price | $ 100,000 | ||||||||||||
Advanced from related parties | $ 100,000 | ||||||||||||
Michael Taglich [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Received gross proceeds | 1,950,000 | ||||||||||||
Common stock purchased, shares | 144,927 | ||||||||||||
Common stock warrants to purchase | 48,000 | ||||||||||||
Common stock purchase price | $ 200,000 | ||||||||||||
Advanced from related parties | $ 1,000,000 | ||||||||||||
Taglich Brothers, Inc., [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Initial principal amount | $ 382,000 | ||||||||||||
Subordinated Convertible Notes [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Sale of principle convertible note interest rate | 8.00% | ||||||||||||
Eighteenth Amendment [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Coverage ratio, description | The Eighteenth Amendment requires us to maintain a minimum EBITDA of not less than (i) $1,500,000 for the twelve-month period ending December 31, 2018, (ii) $655,000 for the three-month period ending March 31, 2019, (iii) $1,860,000 for the six-month period ending June 30, 2019 and (iv) $3,110,000 for the nine-month period ended September 30, 2019. | ||||||||||||
Term loan [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Term loan | $ 1,572,000 | ||||||||||||
Revolving loan | $ 15,000,000 | ||||||||||||
Coverage ratio, description | The Sixteenth Amendment imposes minimum EBITDA (as defined in the Loan Agreement) covenants of not less than (i) $75,000 for the three-month period ending March 31, 2018, (ii) $485,000 for the six month period ending June 30, 2018, and (iii) $1,200,000 for the nine-month period ending September 30, 2018. | ||||||||||||
Repayment term loan, description | The repayment terms of the Term Loan provide for monthly principal installments in the amount of $123,133, payable on the first business day of each month, with a final payment of any unpaid balance of principal and interest payable on the scheduled maturity date. | ||||||||||||
Seventeenth Amendment [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Loan facility, description | The revolving loan and the Term Loan bear interest at a rate equal to the sum of the Alternate Base Rate (as defined in the Loan Agreement) plus four percent (4%). In addition to the amounts available as revolving loans secured by inventory and receivables pursuant to the formula set forth in the Loan Agreement, PNC has agreed to permit the revolving advances to exceed the formula amount by $1,000,000 as of December 31, 2018, provided that we reduce the “Out-of-Formula Loan” by $25,000 per week commencing April 1, 2019, with the unpaid balance payable in full on December 31, 2019. | ||||||||||||
Loan obligations agreement, descriptions | (i) $250,000 on the earlier of (a) the date the Obligations are indefeasibly paid in full or (b) June 30, 2019, (ii) $125,000 on the earlier of (a) the date the Obligations are indefeasibly paid in full or (b) December 31, 2019, which amount is deemed earned in full if the Obligations have not been satisfied as of July 1, 2019, (iii) $125,000 on the earlier of (a) the date the Obligations are indefeasibly paid in full or (b) December 31, 2019, which amount is deemed earned in full if the Obligations have not been satisfied as of October 1, 2019 (iv) $500,000 on December 31, 2019, which amount is deemed earned in full if the Obligations have not been satisfied as of December 31, 2019. As a further condition to PNC’s agreement to extend the maturity of the Obligations, Michael and Robert Taglich purchased $2,000,000 principal amount of our Senior Subordinated Convertible Notes and arranged a financing giving purchasers a right to receive a pro rata portion of the AMK Revenue Stream Payments resulting in gross proceeds of $800,000, including $275,000 from Michael and Robert Taglich. | ||||||||||||
Two Thousand Nineteen [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Aggregate principal amount | $ 1,200,000 | ||||||||||||
Subordinated Notes Maturity Date | May 31, 2019 | ||||||||||||
Common stock issued | $ 214,762 | ||||||||||||
Related party notes payable allocated percentage, description | Seventy percent (70%) of the total purchase price for the 2019 Notes and Shares purchased by each investor has been allocated to the 2019 Notes with the remaining thirty percent (30%) allocated to the Shares purchased with the 2019 Notes. | ||||||||||||
Notes payable percentage | 1.00% | ||||||||||||
Accrued interest on notes payable | 1.25% | ||||||||||||
Placement agent fee | 4.00% | ||||||||||||
Two Thousand Nineteen [Member] | Robert [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Aggregate principal amount | $ 100,000 | ||||||||||||
Common stock issued | 17,857 | ||||||||||||
Total purchase price | 1,000,000 | ||||||||||||
Two Thousand Nineteen [Member] | Michael Taglich [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Aggregate principal amount | 1,000,000 | ||||||||||||
Common stock issued | 178,571 | ||||||||||||
Total purchase price | 1,000,000 | ||||||||||||
Other accredited investor [Member] | Michael Taglich [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Aggregate principal amount | 100,000 | ||||||||||||
Common stock issued | 18,334 | ||||||||||||
Total purchase price | $ 100,000 | ||||||||||||
Minimum [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Capital lease obligations interest rates | 4.00% | 4.00% | |||||||||||
Maximum [Member] | |||||||||||||
Notes Payable and Capital Lease Obligations (Textual) | |||||||||||||
Capital lease obligations interest rates | 14.00% | 14.00% |
Notes Payable and Capital Lea_8
Notes Payable and Capital Lease Obligations (Details Textual 1) - USD ($) | 4 Months Ended | 12 Months Ended | |
Mar. 21, 2017 | Dec. 31, 2018 | Feb. 28, 2017 | |
Notes Payable and Capital Lease Obligations (Textual) | |||
Debt instrument aggregate principal value | $ 297,000 | ||
Outstanding interest, percentage | 8.00% | ||
Accrued interest payable | $ 1,269,000 | ||
Debr instrument interest rate, description | Interest for that quarterly interest payment shall be calculated at the rate of 12% per annum. Upon the occurrence and continuation of an event of default, interest shall accrue at the rate of 12% per annum. | ||
Debt instrument principal, description | As of September 30, 2018, we had outstanding $4,775,000 principal amount of 8% Notes, of which $2,575,000 principal amount was due on November 30, 2018 and $2,200,000 principal amount was due on February 28, 2019. | ||
Private Placements of 8% Subordinated Convertible Notes [Member] | |||
Notes Payable and Capital Lease Obligations (Textual) | |||
Proceeds from receiving of gross | $ 4,775,000 | ||
Warrants to purchase common stock, shares | 383,080 | ||
Private Placement [Member] | |||
Notes Payable and Capital Lease Obligations (Textual) | |||
Gross proceeds amount | $ 1,200,000 | ||
Amendments to 8% Notes [Member] | |||
Notes Payable and Capital Lease Obligations (Textual) | |||
Debt instrument principal, description | Michael Taglich, Robert Taglich and Taglich Brothers (collectively, the “Taglich Parties”) owned $1,300,000, $650,000 and $382,000, respectively, principal amount of 8% Notes, with accrued interest thereon from the date of issuance through September 30, 2018 of $203,613, $120,097 and $68,294, respectively. In consideration for waiving all defaults in payment of principal and accrued interest on the 8% Notes through the date of the amendment, the conversion price of the Amended Notes owned by the Taglich Parties and the other holders of the Amended Notes has been reduced to $1.50 per share, subject to the anti-dilution adjustments set forth in the Amended Notes and the 8% Notes, and the Company issued to the Taglich Parties and the other holders of the 8% Notes such number of shares of common stock calculated based upon a value of $1.39 per share, the closing market price of common stock on the NYSE American on September 28, 2018, the date immediately prior to the date the holders of a majority of the outstanding principal amount of the 8% Notes approved the amendment as is equal to the interest accrued on their 8% Notes from the date of issuance through September 30, 2018. As a result, the Company issued to Michael Taglich, Robert Taglich and Taglich Brothers 146,484 shares, 86,401 shares and 49,132 shares, respectively, of common Stock. | ||
Interest on unpaid principal amount, description | From and after September 30, 2018, interest on the unpaid principal amount of the Amended Notes shall accrue and be paid at the rate of six (6%) percent per annum, if paid in cash, or at the rate of eight (8%) percent per annum if converted into common stock.  | ||
Adoption of amendments, description | The Company agreed to pay Taglich Brothers $95,550, representing a fee equal to 2% of the outstanding principal amount of Notes whose registered holders (other than Taglich Brothers) received shares of common stock in lieu of cash payment of accrued interest on the 8% Notes as of September 30, 2018. | ||
Majority of outstanding principal amount, description | In September 2018, holders of a majority of the outstanding principal amount of the 8% Notes consented to an amendment to the terms of the 8% Notes to extend the maturity date to December 31, 2020 and to provide that interest on the 8% Notes, as amended (the “Amended Notes”), shall accrue and be paid on the due date of the Amended Notes or, if earlier, upon conversion of the Amended Notes into shares of common stock. | ||
Robert and Michael Taglich [Member] | Private Placements of 8% Subordinated Convertible Notes [Member] | |||
Notes Payable and Capital Lease Obligations (Textual) | |||
Proceeds from receiving of gross | $ 1,950,000 | ||
Percentage of subordinated convertible notes | 8.00% | ||
Taglich Brothers, Inc., [Member] | |||
Notes Payable and Capital Lease Obligations (Textual) | |||
Warrants to purchase common stock, shares | 180,977 | ||
Debt instrument aggregate principal value | $ 382,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Total Investment | $ | $ 2,000,000 |
Number of shares | 1,577,390 |
Number of warrants | 480,000 |
11/29/2017 [Member] | |
Total Investment | $ | $ 300,000 |
Number of shares | 217,390 |
Price | $ / shares | $ 1.38 |
Number of warrants | 72,000 |
Ex Price | $ / shares | $ 1.50 |
12/5/2017 [Member] | |
Total Investment | $ | $ 400,000 |
Number of shares | 320,000 |
Price | $ / shares | $ 1.25 |
Number of warrants | 96,000 |
Ex Price | $ / shares | $ 1.50 |
12/29/2017 [Member] | |
Total Investment | $ | $ 235,000 |
Number of shares | 188,000 |
Price | $ / shares | $ 1.25 |
Number of warrants | 56,400 |
Ex Price | $ / shares | $ 1.50 |
Subtotal- 2017 [Member] | |
Total Investment | $ | $ 935,000 |
Number of shares | 725,390 |
Price | $ / shares | |
Number of warrants | 224,400 |
Ex Price | $ / shares | |
1/9/2018 [Member] | |
Total Investment | $ | $ 1,065,000 |
Number of shares | 852,000 |
Price | $ / shares | $ 1.25 |
Number of warrants | 255,600 |
Ex Price | $ / shares | $ 1.50 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) | Oct. 01, 2018USD ($)shares | Jan. 09, 2018USD ($)Investors / Number$ / sharesshares | Dec. 29, 2017USD ($) | Dec. 05, 2017shares | Oct. 03, 2017shares | Jul. 12, 2017USD ($)$ / sharesshares | Jul. 19, 2018USD ($)$ / sharesshares | Nov. 29, 2017USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | May 31, 2018USD ($) |
Stockholders' Equity (Textual) | |||||||||||
Preferred stock stated value per share | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Warrants exercise price, per share | $ / shares | $ 1.50 | ||||||||||
Warrants exercisable date | Nov. 30, 2022 | ||||||||||
Sale of stock, description | The Company agreed to pay Taglich Brothers $70,000 (7% of the gross proceeds of the offering) for acting as placement agent for the offering. | ||||||||||
Shareholders outstanding shares | 0 | 0 | |||||||||
Common stock shares offered | 280,000 | 725,390 | |||||||||
Gross proceeds from offering | $ | $ 1,000,000 | $ 935,000 | $ 2,885,000 | $ 7,733,000 | |||||||
Common stock issued | $ | $ 360,000 | ||||||||||
Total purchase price | $ | $ 800,000 | ||||||||||
Description of placement agent fee | For acting as placement agent of the offering, Taglich Brothers, Inc. is entitled to a placement agent fee equal to $27,627 (6% of the gross proceeds of the offering), payable at the Company’s option, in cash or shares of Common Stock on the terms sold to the purchasers. | ||||||||||
Purchase of common stock, shares | 224,400 | ||||||||||
Payment of directors’ fees | 253,071 | ||||||||||
Common stock issued, shares | 214,762 | ||||||||||
Director [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Common stock issued, shares | 123,456 | ||||||||||
Common Stock [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Sale of number of shares | 5,175,000 | ||||||||||
Trade payables | $ | $ 463,501 | ||||||||||
Sale of stock price per share | $ / shares | $ 1.50 | ||||||||||
Common stock shares offered | 7,762,500 | ||||||||||
Gross proceeds from offering | $ | $ 6,819,125 | ||||||||||
Aggregate principal amount | $ | $ 4,158,624 | ||||||||||
Working capital | $ | $ 2,355,624 | ||||||||||
Common stock purchase price per share | $ / shares | $ 1.50 | ||||||||||
Derived net proceeds approximately | $ | $ 4,000,000 | ||||||||||
Placement Agency Agreement [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Warrants exercise price, per share | $ / shares | $ 1.25 | ||||||||||
Warrants term | 5 years | ||||||||||
Shares and warrants offering, description | In connection with the Offering, Taglich Brothers, Inc., a related party, which acted as placement agent for the sale of the Shares and Warrants, is entitled to a placement agent fee equal to $104,000 (8% of the amounts invested), payable at the Company’s option, in cash or additional shares of common stock and warrants having the same terms and conditions as the Shares and Warrants. | ||||||||||
Warrants to purchase of common stock | 255,600 | 24,000 | |||||||||
Common stock shares offered | 852,000 | 1,600,000 | 85,200 | 0 | |||||||
Number of accredited investors issued and sold | Investors / Number | 35 | ||||||||||
Gross proceeds from offering | $ | $ 1,065,000 | $ 2,000,000 | |||||||||
Purchase of common stock, value | $ | $ 100,000 | ||||||||||
Four accredited investors[Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Sale of number of shares | 322,000 | ||||||||||
Sale of common stock value | $ | $ 460,460 | ||||||||||
Sale of stock price per share | $ / shares | $ 1.43 | ||||||||||
Common stock purchase price per share | $ / shares | $ 1.43 | ||||||||||
Series A Convertible Preferred Stock [Member] | |||||||||||
Stockholders' Equity (Textual) | |||||||||||
Preferred stock stated value per share | $ / shares | $ 10 | ||||||||||
Convertible into common stock price per share | $ / shares | $ 2.0325 | $ 4.92 | |||||||||
Dividend rate percentage | 12.00% | ||||||||||
Divident payment, description | Payable quarterly and was to increase to 15% per annum. | ||||||||||
Common stock conversion price, description | Holders of 1,294,551 outstanding shares of the Company’s Series A Preferred Stock automatically converted into 8,629,606 shares of common stock. | The dividend rate on the Series A Preferred Stock was 12% per annum, payable quarterly and was to increase to 15% per annum if we were to issue PIK Shares in lieu of payment of cash dividends payable until June 15, 2018, and to 16% per annum after June 2018, 19% per annum to the extent dividends were paid in additional shares of Series A Preferred Stock ("PIK Shares"). In July 2017, the Company amended the Certificate of Designation authorizing the issuance of the Series A Preferred Stock to provide for the automatic conversion of the outstanding shares of Series A Preferred Stock into common stock at a conversion price of $1.50 per share, the offering price of the shares of common stock in the Public Offering, subject to stockholder approval in accordance with the applicable rules of the NYSE MKT, which was obtained on October 3, 2017 at the Company's 2017 Annual Meeting of Stockholders., In addition, the amendment to the Certificate of Designation eliminated the liquidation preference and quarterly dividend payable to holders of the Series A Preferred Stock. Under the terms of the amendment, holders of the Series A Preferred Stock were to share ratably with the holders of the common stock on an as-converted basis (2.0325 shares of common stock for each share of Series A Preferred Stock held of record) with respect to dividends declared. | |||||||||
Shareholders outstanding shares | 1,294,441 | ||||||||||
Conversion of common stock | 8,629,606 |
Employee Benefits Plans (Detail
Employee Benefits Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Benefits Plans (Textual) | ||
Contributions to security fund amount | $ 172,000 | $ 136,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) | Dec. 31, 2018USD ($) |
For the year ending | |
December 31, 2019 | $ 1,149,000 |
December 31, 2020 | 1,019,000 |
December 31, 2021 | 1,015,000 |
December 31, 2022 | 868,000 |
December 31, 2023 | 895,000 |
Thereafter | 2,604,000 |
Total Rents | 7,550,000 |
Fifth Avenue Annual Rent [Member] | |
For the year ending | |
December 31, 2019 | 792,000 |
December 31, 2020 | 817,000 |
December 31, 2021 | 842,000 |
December 31, 2022 | 868,000 |
December 31, 2023 | 895,000 |
Thereafter | 2,604,000 |
Total Rents | 6,818,000 |
Lamar Street Annual Rent [Member] | |
For the year ending | |
December 31, 2019 | 196,000 |
December 31, 2020 | 202,000 |
December 31, 2021 | 173,000 |
December 31, 2022 | |
December 31, 2023 | |
Thereafter | |
Total Rents | 571,000 |
Motor Parkway Annual Rent [Member] | |
For the year ending | |
December 31, 2019 | 113,000 |
December 31, 2020 | |
December 31, 2021 | |
December 31, 2022 | |
December 31, 2023 | |
Thereafter | |
Total Rents | 113,000 |
Porter Street Annual Rent [Member] | |
For the year ending | |
December 31, 2019 | 48,000 |
December 31, 2020 | |
December 31, 2021 | |
December 31, 2022 | |
December 31, 2023 | |
Thereafter | |
Total Rents | $ 48,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Textual) - USD ($) | Jan. 11, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Commitments and Contingencies (Textual) | |||
Rent expense | $ 1,668,000 | $ 1,544,000 | |
Past rent arrears received | $ 31,000 | ||
Validity of shares issued in excess of authorized | 25,000,000 | ||
Damages value | $ 1,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current | ||
Federal tax refund | $ (178,000) | |
State | 3,000 | 8,000 |
Prior Year overaccruals | ||
Federal | ||
State | (27,000) | |
Total (Benefit) Expense | 3,000 | (197,000) |
Deferred Tax Benefit | (921,000) | (2,025,000) |
Valuation Allowance | 921,000 | (2,025,000) |
Net Provision for (Benefit from) Income Taxes | $ 3,000 | $ (197,000) |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
U.S. statutory income tax rate | 21.00% | 34.00% |
State taxes | (0.12%) | 0.09% |
Permanent differences, overaccruals and non-deductible items | 5.71% | (0.22%) |
Rate change and provision to return true-up | (18.36%) | (22.60%) |
Expired stock options | 0.00% | (0.19%) |
Deferred tax valuation allowance | (8.38%) | (10.09%) |
Total | (0.15%) | 0.99% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current: | ||
Net operating losses | $ 6,811,000 | $ 7,730,000 |
Bad debts | 124,000 | 135,000 |
Inventory - 263A adjustment | 248,000 | 591,000 |
Accounts payable, accrued expenses and reserves | ||
Total current deferred tax assets before valuation allowance | 7,183,000 | 8,456,000 |
Valuation allowance | (7,183,000) | (8,456,000) |
Total current deferred tax assets after valuation allowance | ||
Non-current: | ||
Stock based compensation - options and restricted stock | 161,000 | 124,000 |
Capitalized engineering costs | 809,000 | 281,000 |
Deferred rent | 248,000 | 299,000 |
Amortization - NTW Transaction | 810,000 | 519,000 |
Inventory reserves | 942,000 | 960,000 |
Deferred gain on sale of real estate | 80,000 | 80,000 |
Accrued Expenses | 49,000 | |
Disallowed interest | 918,000 | |
Other | 314,000 | 114,000 |
Total non-current deferred tax assets before valuation allowance | 4,331,000 | 2,377,000 |
Valuation allowance | (2,952,000) | (758,000) |
Total non-current deferred tax assets after valuation allowance | 1,379,000 | 1,619,000 |
Deferred tax liabilities: | ||
Property and equipment | (1,379,000) | (1,619,000) |
Amortization – NTW Goodwill | ||
Amortization – Welding Transaction | ||
Total non-current deferred tax liabilities | (1,379,000) | (1,619,000) |
Net non-current deferred tax asset |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Income Taxes (Textual) | ||
Valuation allowance on its deferred tax assets | $ 10,135,000 | $ 9,214,000 |
Stock Options and Warrants (Det
Stock Options and Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant [Member] | ||
Risk-free interest rates | 2.33% | |
Expected life (in years) | 4 years 10 months 25 days | 5 years |
Expected volatility | 116.00% | |
Dividend yield | 0.00% | 0.00% |
Weighted-average grant date fair value per share | $ 1.24 | |
Minimum [Member] | Warrant [Member] | ||
Risk-free interest rates | 1.85% | |
Expected volatility | 63.00% | |
Weighted-average grant date fair value per share | $ 1.10 | |
Maximum [Member] | Warrant [Member] | ||
Risk-free interest rates | 2.20% | |
Expected volatility | 115.00% | |
Weighted-average grant date fair value per share | $ 2.89 | |
Stock Options [Member] | ||
Risk-free interest rates | 2.69% | |
Expected life (in years) | 4 years 10 months 25 days | 4 years 10 months 25 days |
Expected volatility | 66.00% | |
Dividend yield | 0.00% | 0.00% |
Weighted-average grant date fair value per share | $ 0.72 | $ 0.90 |
Stock Options [Member] | Minimum [Member] | ||
Risk-free interest rates | 172.00% | |
Expected volatility | 82.00% | |
Stock Options [Member] | Maximum [Member] | ||
Risk-free interest rates | 1.81% | |
Expected volatility | 85.00% |
Stock Options and Warrants (D_2
Stock Options and Warrants (Details 1) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant [Member] | ||
Options | ||
Beginning balance | 1,704,102 | 840,276 |
Granted during the period | 535,600 | 971,611 |
Exercised during the period | ||
Terminated/Expired during the period | (107,785) | |
Ending balance | 2,239,702 | 1,704,102 |
Exercisable | 2,239,702 | |
Weighted average exercise price | ||
Beginning Balance | $ 2.66 | $ 5.13 |
Granted during the period | 1.45 | 2.61 |
Exercised during the period | ||
Terminated/Expired during the period | 3.62 | |
Ending Balance | 3.10 | $ 2.66 |
Exercisable | $ 3.10 | |
Weighted Average Remaining Contractual Term in Years | ||
Beginning Balance | 4 years 15 days | 4 years 4 days |
Granted | 4 years 4 months 6 days | 4 years 5 months 1 day |
Ending Balance | 3 years 4 months 6 days | |
Exercisable | 3 years 4 months 6 days | |
Stock Option [Member] | ||
Options | ||
Beginning balance | 1,048,627 | 636,342 |
Granted during the period | 88,000 | 695,000 |
Exercised during the period | ||
Terminated/Expired during the period | (298,478) | (285,715) |
Ending balance | 838,149 | 1,048,627 |
Exercisable | 598,149 | |
Weighted average exercise price | ||
Beginning Balance | $ 3.20 | $ 7.01 |
Granted during the period | 1.56 | 1.45 |
Exercised during the period | ||
Terminated/Expired during the period | 3.04 | 7.66 |
Ending Balance | 3.08 | $ 3.20 |
Exercisable | $ 3.73 |
Stock Options and Warrants (D_3
Stock Options and Warrants (Details 2) - Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of information about stock options outstanding | |||
Number Outstanding | 838,149 | 1,048,627 | 636,342 |
Weighted Average Exercise Price | $ 3.08 | $ 3.20 | $ 7.01 |
$0.00 - $5.00 [Member] | |||
Summary of information about stock options outstanding | |||
Range of Exercise Prices, Minimum | 0 | ||
Range of Exercise Prices, Maximum | $ 5 | ||
Number Outstanding | 646,000 | ||
Weighted Average Life | 5 years 2 months 12 days | ||
Weighted Average Exercise Price | $ 8.18 | ||
$5.01 - $20.00 [Member] | |||
Summary of information about stock options outstanding | |||
Range of Exercise Prices, Minimum | 5.01 | ||
Range of Exercise Prices, Maximum | $ 20 | ||
Number Outstanding | 192,149 | ||
Weighted Average Life | 1 year 7 months 6 days | ||
Weighted Average Exercise Price | $ 1.56 | ||
$0.00 - $20.00 [Member] | |||
Summary of information about stock options outstanding | |||
Range of Exercise Prices, Minimum | 0 | ||
Range of Exercise Prices, Maximum | $ 20 | ||
Number Outstanding | 838,149 | ||
Weighted Average Life | 4 years 4 months 24 days | ||
Weighted Average Exercise Price | $ 3.08 |
Stock Options and Warrants (D_4
Stock Options and Warrants (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options and Warrants (Textual) | |||
Stock compensation expense | $ 293,000 | $ 332,000 | |
Unrecognized compensation cost related to non-vested stock option awards | $ 98,000 | ||
Unrecognized compensation cost related to non-vested stock option awards, period | 1 year 3 months 19 days | ||
Fair value of shares vested | $ 224,718 | $ 235,550 | |
Warrant [Member] | |||
Stock Options and Warrants (Textual) | |||
Granted during the period, options | 535,600 | 971,611 | |
Intrinsic value closing price | $ 3.10 | ||
Options exercisable | 2,239,702 | ||
Weighted-average grant date fair value per share | $ 1.24 | ||
Risk free interest rate | 2.33% | ||
Expected volatility factor | 116.00% | ||
Expected dividend yield | 0.00% | 0.00% | |
Estimated option term | 4 years 10 months 25 days | 5 years | |
Stock Option [Member] | |||
Stock Options and Warrants (Textual) | |||
Granted during the period, options | 1,200,000 | 88,000 | 695,000 |
Intrinsic value closing price | $ 0.72 | ||
Intrinsic value | $ 0 | ||
Weighted-average grant date fair value per share | $ 0.72 | $ 0.9 | |
Risk free interest rate | 2.69% | ||
Risk free interest rate, minimum | 1.72% | ||
Risk free interest rate, maximum | 1.81% | ||
Expected volatility factor | 66.00% | ||
Expected volatility factor, minimum | 82.00% | ||
Expected volatility factor, maximum | 85.00% | ||
Expected dividend yield | 0.00% | 0.00% | |
Estimated option term | 5 years | 5 years |
Segment Reporting (Details)
Segment Reporting (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Sales | $ 46,309,000 | $ 49,869,000 |
Gross Profit (Loss) | 5,414,000 | 4,867,000 |
Pre Tax Loss | (9,606,000) | (16,270,000) |
(Benefit from) provision for Income Taxes | (3,000) | 197,000 |
Loss from Discontinued Operations | (1,383,000) | (6,478,000) |
Assets Held for Sale | 10,082,000 | |
Net Loss | (10,992,000) | (22,551,000) |
Assets | 47,756,000 | 60,755,000 |
COMPLEX MACHINING [Member] | ||
Net Sales | 39,745,000 | 38,489,000 |
Gross Profit (Loss) | 5,871,000 | 4,906,000 |
Pre Tax Loss | (75,000) | (2,839,000) |
Assets | 41,947,000 | 43,207,000 |
AEROSTRUCTURES & ELECTRONICS | ||
Net Sales | 1,779,000 | 4,574,000 |
Gross Profit (Loss) | (31,000) | 507,000 |
Pre Tax Loss | (1,380,000) | (4,233,000) |
Assets | 110,000 | 1,021,000 |
TURBINE ENGINE COMPONENTS [Member] | ||
Net Sales | 4,785,000 | 6,806,000 |
Gross Profit (Loss) | (426,000) | (546,000) |
Pre Tax Loss | (1,385,000) | (7,599,000) |
Assets | 5,243,000 | 6,157,000 |
CORPORATE [Member] | ||
Net Sales | ||
Gross Profit (Loss) | ||
Pre Tax Loss | (6,766,000) | (1,599,000) |
Assets | $ 456,000 | $ 288,000 |