Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 13, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | PIONEER POWER SOLUTIONS, INC. | |
Entity Central Index Key | 1,449,792 | |
Document Type | 10-Q | |
Trading Symbol | PPSI | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 8,726,045 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,017 |
Consolidated Statements of (Los
Consolidated Statements of (Loss) Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenues | $ 29,794 | $ 29,389 | $ 87,953 | $ 85,889 |
Cost of goods sold | ||||
Cost of goods sold | 23,475 | 22,872 | 69,547 | 67,248 |
Restructuring and integration | 873 | 873 | ||
Total cost of goods sold | 24,348 | 22,872 | 70,420 | 67,248 |
Gross profit | 5,446 | 6,517 | 17,533 | 18,641 |
Operating expenses | ||||
Selling, general and administrative | 5,041 | 5,338 | 14,455 | 14,894 |
Restructuring and integration | 19 | 160 | 199 | |
Foreign exchange gain | (194) | (52) | (465) | (142) |
Total operating expenses | 4,847 | 5,305 | 14,150 | 14,951 |
Operating Income | 599 | 1,212 | 3,383 | 3,690 |
Interest expense | 588 | 556 | 1,662 | 1,151 |
Other expense | 245 | 264 | 647 | 554 |
(Loss) / income before taxes | (234) | 392 | 1,074 | 1,985 |
Income tax expense | 530 | 70 | 396 | 900 |
Net (loss) / income | $ (764) | $ 322 | $ 678 | $ 1,085 |
Net (loss) / income per common share: | ||||
Basic (in dollars per share) | $ (0.09) | $ 0.04 | $ 0.08 | $ 0.12 |
Diluted (in dollars per share) | $ (0.09) | $ 0.04 | $ 0.08 | $ 0.12 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 8,725 | 8,700 | 8,713 | 8,700 |
Diluted (in shares) | 8,725 | 8,708 | 8,727 | 8,708 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net (loss) / income | $ (764) | $ 322 | $ 678 | $ 1,085 |
Other comprehensive (loss) / income | ||||
Foreign currency translation adjustments | (147) | 68 | 445 | |
Amortization of net prior service costs and net actuarial gains / (losses), net of tax | (42) | 32 | (15) | (109) |
Other comprehensive (loss) / income | (42) | (115) | 53 | 336 |
Comprehensive (loss) / income | $ (806) | $ 207 | $ 731 | $ 1,421 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 950 | $ 246 |
Accounts receivable, net | 19,255 | 17,508 |
Inventories, net | 28,324 | 26,147 |
Income taxes receivable | 546 | 72 |
Prepaid expenses and other current assets | 2,765 | 2,215 |
Total current assets | 51,840 | 46,188 |
Property, plant and equipment, net | 7,025 | 6,591 |
Deferred income taxes | 5,913 | 5,659 |
Other assets | 216 | 830 |
Intangible assets, net | 6,783 | 8,168 |
Goodwill | 9,972 | 9,972 |
Total assets | 81,749 | 77,408 |
Current liabilities | ||
Bank overdrafts | 1,386 | 1,200 |
Revolving credit facilities | 20,197 | 17,689 |
Short term borrowings | 5,339 | 3,973 |
Accounts payable and accrued liabilities | 18,205 | 18,139 |
Current maturities of long-term debt | 4,926 | 1,379 |
Income taxes payable | 1,619 | 1,360 |
Total current liabilities | 51,672 | 43,740 |
Long-term debt, net of current maturities | 4,005 | |
Pension deficit | 173 | 172 |
Other long-term liabilities | 582 | 892 |
Noncurrent deferred income taxes | 1,954 | 2,400 |
Total liabilities | 54,381 | 51,209 |
Stockholders' equity | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized; none issued | ||
Common stock, $0.001 par value, 30,000,000 shares authorized; 8,726,045 shares issued and outstanding on September 30, 2017 and 8,699,712 shares issued and outstanding on December 31, 2016 | 9 | 9 |
Additional paid-in capital | 23,653 | 23,215 |
Accumulated other comprehensive loss | (5,810) | (5,863) |
Retained earnings | 9,516 | 8,838 |
Total stockholders' equity | 27,368 | 26,199 |
Total liabilities and stockholders' equity | $ 81,749 | $ 77,408 |
Consolidated Balance Sheets (U5
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 5,000,000 | 5,000,000 |
Preferred stock, issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 30,000,000 | 30,000,000 |
Common stock, issued | 8,726,045 | 8,699,712 |
Common stock, outstanding | 8,726,045 | 8,699,712 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Operating activities | ||
Net income | $ 678 | $ 1,085 |
Depreciation | 956 | 1,006 |
Amortization of intangible assets | 1,390 | 1,309 |
Amortization of debt issuance cost | 185 | 153 |
Deferred income taxes | (689) | 206 |
Change in receivable reserves | 53 | 250 |
Change in inventory reserves | 38 | (435) |
Accrued pension | (24) | (68) |
Stock-based compensation | 319 | 34 |
(Gain) / loss on disposition of fixed assets | (5) | 77 |
Foreign currency remeasurement (gain) / loss | (40) | 2 |
Changes in current operating assets and liabilities: | ||
Accounts receivable | (1,434) | (4,188) |
Inventories | (1,678) | (8,455) |
Prepaid expenses and other assets | 76 | (378) |
Income taxes | (289) | 890 |
Accounts payable and accrued liabilities | (9) | (348) |
Net cash used in operating activities | (473) | (8,860) |
Investing activities | ||
Additions to property, plant and equipment | (1,245) | (476) |
Proceeds from sale of fixed assets | 20 | 7 |
Net cash used in investing activities | (1,225) | (469) |
Financing activities | ||
Increase / (decrease) in bank overdrafts | 162 | (922) |
Increase / (decrease) of short term borrowings | 1,365 | 4,919 |
Borrowings under debt agreement | 31,919 | 30,413 |
Repayment of debt | (30,465) | (24,564) |
Payment of debt issuance costs | (157) | (226) |
Proceeds from the exercise of options for common stock | 120 | |
Net cash provided by financing activities | 2,944 | 9,620 |
Increase in cash and cash equivalents | 1,246 | 291 |
Effect of foreign exchange on cash and cash equivalents | (542) | (102) |
Cash and cash equivalents | ||
Beginning of period | 246 | 648 |
End of period | $ 950 | $ 837 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION Overview Pioneer Power Solutions, Inc. and its wholly-owned subsidiaries (referred to herein as the “Company,” “Pioneer,” “we,” “our” and “us”) manufacture, sell and service a broad range of specialty electrical transmission, distribution and on-site power generation equipment for applications in the utility, industrial, commercial and backup power markets. The Company is headquartered in Fort Lee, New Jersey and operates from thirteen additional locations in the U.S., Canada and Mexico for manufacturing, centralized distribution, engineering, sales and administration. We have two reportable segments as defined in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2017: Transmission and Distribution Solutions (“T&D Solutions”) and Critical Power Solutions (“Critical Power”). Presentation The accompanying unaudited consolidated financial statements of the Company have been prepared pursuant to the rules of the SEC and reflect the accounts of the Company as of September 30, 2017. Certain information and footnote disclosures, normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), have been condensed or omitted pursuant to those rules and regulations. We believe that the disclosures made are adequate to make the information presented not misleading to the reader. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to fairly state the financial position, results of operations and cash flows with respect to the interim consolidated financial statements have been included. The results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year. The year-end balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP for a year-end balance sheet. All dollar amounts (except share and per share data) presented in the notes to our unaudited consolidated financial statements are stated in thousands of dollars, unless otherwise noted. Amounts may not foot due to rounding. These unaudited consolidated financial statements include the accounts of Pioneer and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. As further described in the two paragraphs below, certain prior year amounts have been reclassified to conform to the current year presentation. As the Company continues to implement the remediation plans discussed under the heading “Part I – Item 4. Controls and Procedures” of this Quarterly Report on Form 10-Q, the Company has determined that there were inconsistencies in classification of expenses between its business units in the reporting periods prior to December 31, 2016. As a result, the company reclassified certain expenses from operating expenses to cost of goods sold for the year ended December 31, 2016, as previously disclosed in the Annual Report on Form 10-K filed with the SEC on March 29, 2017, and for the three and nine months ended September 30, 2016, resulting in a decrease to gross profit of $18, or negative 0.06% as a percentage of sales for the three months ended September 30, 2016 and, resulting in a decrease to gross profit of $262, or negative 0.30% as a percentage of sales for the nine months ended September 30, 2016, respectively. These unaudited consolidated financial statements should be read in conjunction with the risk factors and the audited consolidated financial statements and notes thereto of the Company and its subsidiaries included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company’s significant accounting policies are described in Note 2 to the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. There have been no significant changes in the Company’s accounting policies during the third quarter of 2017. Recent Accounting Pronouncements Revenue from Contracts with Customers In July 2015, the FASB made a decision to defer the effective date of the new standard for one year and permit early adoption as of the original effective date. The Company is currently reviewing its various revenue streams from its two reportable segments: (i) T&D Solutions and (ii) Critical Power. Concurrently, through the use of various data gathering methods, we are categorizing the types of sales for our business units for the purpose of comparing how we currently recognize revenue and quantifying the impact, if any, that this new standard will have on our consolidated financial statements. The Company plans to elect to apply the modified retrospective approach upon adoption. Additionally, the new guidance requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including revenue recognition policies to identify performance obligations, assets recognized from costs incurred to obtain and fulfill a contract, and significant judgments in measurement and recognition. The Company is determining the impact of adopting Topic 606 on its revenue recognition policies, procedures and control framework and the resulting impact on its consolidated financial position, results of operation and cash flows. The Company is in the process of reviewing revenue sources and evaluating the customer population to determine the appropriate distribution of customer accounts into populations with similar contract terms and performance obligations. We expect to complete this process before the filing of our Form 10-K for the year ended December 31, 2017. Simplifying the Measurement of Inventory. Leases. Leases (Topic 842) Share-Based Compensation The Company adopted ASU No. 2016-09 in 2017. The adoption of the new guidance did not materially affect the Company’s financial position, results of operations or cash flows. Statement of Cash Flows. Statement of Cash Flows : Classification of Certain Cash Receipts and Cash Payments. Simplifying the Test for Goodwill Impairment. |
OTHER EXPENSE
OTHER EXPENSE | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
OTHER EXPENSE | 3. OTHER EXPENSE Other expense in the consolidated statements of income for the three and nine months ended September 30, 2017 and 2016, respectively, are as follows: Three Months Ended Nine Months Ending September 30, September 30, 2017 2016 2017 2016 Payroll tax interest and penalties accrued $ 40 $ 68 $ 28 $ 23 Other non-operating expenses 205 196 619 531 Other expense $ 245 $ 264 $ 647 $ 554 The Company continues to record interest on past due and unpaid payroll tax obligations. During the nine months ended September 30, 2017 and 2016, the Company received waivers of certain interest and penalties on these obligations totaling $0.1 million and $0.4 million, respectively. |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES The components of inventories are summarized below: September 30, 2017 December 31, Raw materials $ 10,116 $ 10,175 Work in process 7,453 6,535 Finished goods 11,152 9,826 Provision for excess and obsolete inventory (397 ) (389 ) Total inventories $ 28,324 $ 26,147 Included in raw materials and finished goods at September 30, 2017 and December 31, 2016 are goods in transit of approximately $3.1 million. At September 30, 2017 and December 31, 2016, raw materials not pledged to our secured creditor were used as collateral to secure short term borrowings under a product financing agreement amounting to $5.3 million and $4.0 million, respectively. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | 5. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are summarized below: September 2017 (Unaudited) December 31, 2016 Land $ 50 $ 46 Buildings 2,467 2,293 Machinery and equipment 10,656 9,421 Furniture and fixtures 476 466 Computer hardware and software 1,364 1,289 Leasehold improvements 715 534 Construction in progress 18 18 15,746 14,067 Less: Accumulated depreciation (8,721 ) (7,476 ) Total property, plant and equipment, net $ 7,025 $ 6,591 Depreciation expense was $1.0 million in the nine months ended September 30, 2017 and 2016. |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Other Assets [Abstract] | |
OTHER ASSETS | 6. OTHER ASSETS In December 2011 and January 2012, the Company made two loans, each in the amount of $0.3 million to a developer of a renewable energy project in the U.S. The promissory notes accrue interest at a rate of 4.5% per annum with a final payment of all unpaid principal and interest becoming fully due and payable upon the earlier to occur of (i) the four year anniversary of the issuance date of the promissory notes, or (ii) an event of default. As defined in the promissory notes, an event of default includes, but is not limited to, the following: any bankruptcy, reorganization or similar proceeding involving the borrower, a sale or transfer of substantially all the assets of the borrower, a default by the borrower relating to any indebtedness due to third parties, the incurrence of additional indebtedness by the borrower without the Company’s written consent and failure of the borrower to perform its obligations pursuant to its other agreements with the Company, including its purchase order for pad mount transformers. The principal balance of the loan receivable is outstanding at September 30, 2017 and December 31, 2016. The Company expects to fully recover these amounts. At September 30, 2017, the Company has classified the principal of $0.6 million to other current assets as the Company anticipates the settlement of both notes in the next twelve months based upon negotiations with the debtor. Included in Other Assets at September 30, 2017 and December 31, 2016 is a customer note receivable of $0.2 million. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | 7. GOODWILL AND OTHER INTANGIBLE ASSETS There were no changes in the carrying values of goodwill for the nine months ended September 30, 2017. T&D Critical Power Total Gross Goodwill: Balance as of January 1, 2017 $ 7,978 $ 2,970 $ 10,948 No activity — — — Balance as of September 30, 2017 $ 7,978 $ 2,970 $ 10,948 Accumulated impairment losses: Balance as of January 1, 2017 $ (976 ) $ — $ (976 ) No activity — — — Balance as of September 30, 2017 $ (976 ) $ — $ (976 ) Net Goodwill as of September 30, 2017 $ 7,002 $ 2,970 $ 9,972 Changes in the carrying values of intangible assets for the nine months ended September 30, 2017, were as follows: T&D Critical Power Total Balance as of January 1, 2017 5,565 2,603 8,168 Amortization (312 ) (1,078 ) (1,390 ) Foreign currency translation 5 — 5 Balance as of September 30, 2017 $ 5,258 $ 1,525 $ 6,783 The components of intangible assets as of September 30, 2017 are summarized below: Weighted Average Amortization Years Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Book Value Customer relationships 7 $ 7,201 $ (4,571 ) $ — $ 2,630 Non-compete agreements 6 705 (459 ) — 246 Trademarks Indefinite 1,816 — — 1,816 Distributor territory license 4 474 (474 ) — — Internally developed software 7 289 (114 ) — 175 Developed technology 10 492 (135 ) — 357 Technology-related industry accreditations Indefinite 1,575 — (16 ) 1,559 Total intangible assets $ 12,552 $ (5,753 ) $ (16 ) $ 6,783 The Company accelerated and fully amortized the distributor territory license intangible asset upon the termination of its distribution agreement with a supplier during the quarter ended September 30, 2017. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | 8. DEBT Canadian Credit Facilities Our Canadian subsidiaries have maintained credit facilities with BMO since October 2009. In June 2011, our wholly owned subsidiary Pioneer Electrogroup Canada Inc. entered into a letter loan agreement with BMO (the “Initial Canadian Facilities”) that replaced and superseded all of our businesses’ prior financing arrangements with the bank. Our Initial Canadian Facilities originally provided for up to $22.0 million Canadian dollars (“CAD”) (approximately $15.9 million expressed in U.S. dollars) consisting of a $10.0 million CAD demand revolving credit facility (“Facility A”) to finance ongoing operations, a $2.0 million CAD term credit facility (“Facility B”) that financed a plant expansion, and a $10.0 million CAD term credit facility (“Facility C”) that financed a business acquisition and the purchase and expansion of its manufacturing facilities. The Initial Canadian Facilities required us to comply on a consolidated Canadian basis with various financial covenants, including maintaining a minimum fixed charge coverage ratio, a maximum funded debt to EBITDA ratio and a limitation on funded debt as a percent of capitalization. Facility A was originally subject to margin criteria and borrowings bore interest at BMO’s prime rate plus 0.50% per annum on amounts borrowed in Canadian dollars, or its U.S. base rate plus 0.50% per annum or LIBOR plus 2.00% per annum on amounts borrowed in U.S. dollars. Borrowings under Facility B originally bore interest at BMO’s prime rate plus 1.00% per annum with principal repayments becoming due on a five year amortization schedule. Borrowings under Facility C were repayable according to a five year principal amortization schedule and bore interest at the following rates: if the funded debt to EBITDA ratio is equal to or greater than 2.00, BMO’s prime rate plus 1.25% per annum on amounts borrowed in Canadian dollars, or its U.S. base rate plus 1.25% per annum or LIBOR plus 2.50% per annum on amounts borrowed in U.S. dollars; or, if the funded debt to EBITDA ratio is less than 2.00, BMO’s prime rate plus 1.00% per annum on amounts borrowed in Canadian dollars, or its U.S. base rate plus 1.00% per annum or LIBOR plus 2.25% per annum on amounts borrowed in U.S. dollars. In addition, Facility C was subject to a standby fee which is calculated monthly using the unused portion of the facility at either 0.625% per annum if the funded debt to EBITDA ratio is equal to or greater than 2.00 or 0.5625% per annum if the funded debt to EBITDA ratio is less than 2.00. In the third quarter of 2015, in connection with an amendment to our United States credit facilities, we elected to prepay $5.0 million Canadian dollars (approximately $4.0 million expressed in U.S. dollars) of Facility C with cash available on hand. In April 2016, our wholly owned subsidiary, Pioneer Electrogroup Canada Inc. (“PECI”), entered into an Amended and Restated Credit Agreement (“CAD ARCA”) with BMO with respect to our existing Canadian credit facilities (as amended and restated, the “Canadian Facilities”) that replaced and superseded all of our businesses’ prior financing arrangements with the bank. This CAD ARCA extended the maturity date of our Canadian Facilities to July 31, 2017. Additionally, defaults relating to the breach of certain financial covenants under the prior financing arrangements with the bank were waived by BMO. On March 15, 2017, the CAD ARCA was further amended (the “2017 CAD ARCA Amendment”). Our Canadian Facilities provided for up to $8.2 million CAD (approximately $6.3 million expressed in U.S. dollars) consisting of a revolving $7.0 million CAD Facility A to finance ongoing operations, a $0.5 million CAD Facility B that financed a plant expansion, and a $0.7 million USD Facility C that financed a business acquisition and the purchase and expansion of its manufacturing facilities. The 2017 CAD ARCA Amendment increased the Facility A to $8.0 million CAD, increasing the total amount of loans available under the Canadian Facilities to $9.1 million CAD. Facility A, as amended and restated, is subject to margin criteria and borrowings bear interest at BMO’s prime rate plus 0.75% per annum on amounts borrowed in Canadian dollars, or its U.S. base rate plus 0.75% per annum or LIBOR plus 2.25% per annum on amounts borrowed in U.S. dollars. Pursuant to the 2017 CAD ARCA Amendment, Facility A will mature on July 31, 2018. Borrowings under Facility B, as amended and restated, bear interest at BMO’s prime rate plus 1.25% per annum with principal repayments becoming due on a five year amortization schedule. Pursuant to the CAD ARCA, quarterly principal repayments were reduced to $47 CAD, with a balloon payment of $141 CAD due on July 31, 2017. The 2017 CAD ARCA Amendment amended the payment schedules so that the quarterly principal payments of $47 CAD will continue after July 31, 2017 until our borrowings under the facility is fully paid on April 30, 2018. Borrowings under Facility C, as amended and restated, bear interest at BMO’s prime rate plus 1.50% per annum on amounts borrowed in Canadian dollars, or its U.S. base rate plus 1.50% per annum or LIBOR plus 2.75% per annum on amounts borrowed in U.S. dollars. Pursuant to the CAD ARCA, a principal repayment of $72 USD was due on June 30, 2016, and the reduced quarterly principal repayments of $36 USD was to be made beginning on October 31, 2016, with a balloon payment of $496 USD due on July 31, 2017. The 2017 CAD ARCA Amendment amended the payment schedules so that the quarterly payments of $36 USD will continue until July 31, 2018, with a balloon payment of $352 due on July 31, 2018. The CAD ARCA modified financial covenant testing so that testing will be performed on our consolidated financial statements. The financial covenants were changed pursuant to the CAD 2017 Amendment to require certain minimum working capital ratios, minimum EBITDA levels and effective tangible net worth levels for each fiscal quarter, which were further modified by the 2017 CAD ARCA Amendment. On March 6, 2017, we received a waiver from BMO on a certain financial covenant as of December 31, 2016. We are currently in the process of renegotiating the terms of our credit facilities with BMO. BMO has agreed to suspend testing of the current ratio covenant as of September 30, 2017, due to such ongoing negotiation. We are in compliance with all financial covenants not suspended and required to be tested at September 30, 2017. We anticipate renegotiating our credit facilities on terms that will allow the Company to meet its covenants prospectively. As of September 30, 2017, we had approximately $6.8 million in U.S. dollar equivalents outstanding under our Canadian Credit Facilities. Our borrowings consisted of approximately $6.2 million outstanding under Facility A, $0.1 million outstanding under Facility B and $0.5 million outstanding under Facility C. United States Credit Facilities On December 2, 2014, our existing U.S. credit facilities (the “U.S. Facilities) were amended in order to provide a $5.0 million term loan facility that was used for the acquisition of Titan. The term loan facility had principal repayments becoming due on a five year amortization schedule. The U.S. Facilities initially required us to comply with a two-step test of financial covenants. First, as measured on a consolidated basis, we were required to comply with a maximum funded debt to adjusted EBITDA ratio of (a) 3.15x for the quarter ended December 31, 2014 and the quarter ending March 31, 2015, (b) 3.25x for the quarter ending June 30, 2015, (c) 3.65x for the quarter ending September 30, 2015, and (d) 2.75x for the quarter ending December 31, 2015 and all testing periods thereafter. Secondly, if the funded debt to adjusted EBITDA tests above are met, and our fixed charge coverage ratio is at or above 1.10x for the quarter ended December 31, 2014, and at or above 1.25x for all testing periods thereafter, then no further compliance tests were required. Alternatively, we could comply with the financial covenant requirements of the U.S. Facilities if our U.S. operations maintained a maximum funded debt to capitalization ratio and various minimum fixed charge coverage ratios and maximum funded debt to adjusted EBITDA ratios which were set at different thresholds by time period. Borrowings under the demand revolving credit facility (USD Facility A) bore interest, at our option, at the bank’s prime rate plus 1.00% per annum on U.S. prime rate loans, or an adjusted LIBOR rate plus 2.25% per annum on Eurodollar loans. Borrowings under the term loan facility (USD Facility B) bore interest, at our option, at the bank’s prime rate plus 1.25% per annum on U.S. prime rate loans, or an adjusted LIBOR rate plus 2.50% per annum on Eurodollar loans. In April 2016, we entered into an Amended and Restated Credit Agreement (“US ARCA”) with BMO with respect to our U.S. Facilities that replaced and superseded all of our businesses’ prior financing arrangements with the bank. Additionally, defaults relating to the breach of certain financial covenants under the prior financing arrangements with the bank were waived by BMO. On March 15, 2017, the US ARCA was further amended (the “2017 US ARCA Amendment”). Our U.S. Facilities, as amended and restated, provided for up to $19.1 million consisting of a $14.0 million USD Facility A to finance ongoing operations, a $5.0 million USD Facility B that financed the acquisition of Titan, and a new $0.1 million revolving credit facility provided pursuant to a MasterCard is to be used to pay for and temporarily finance our day-to-day business expenses and for no other purpose. The 2017 US ARCA Amendment increased the USD Facility A to $15.0 million, increasing the total amount of loans available under the U.S. Facilities to $20.1 million USD. USD Facility A continues to bear interest, at our option, at the bank’s prime rate plus 1.00% per annum on U.S. prime rate loans, or an adjusted LIBOR rate plus 2.25% per annum on Eurodollar loans. USD Facility A had a maturity date of July 31, 2017, which was extended to July 31, 2018 pursuant to the 2017 US ARCA Amendment. Borrowings under USD Facility B bear interest, at our option, at U.S. base rate plus 1.25% per annum on U.S. prime loans, or an adjusted LIBOR rate plus 2.50% per annum on Eurodollar loans. Pursuant to the US ARCA, our quarterly principal payments were reduced to $31 USD for calendar year 2016, with the original amortization schedule continuing to apply to all quarterly principal payments made after December 31, 2016, and the final maturity date of December 2, 2019. The 2017 US ARCA Amendment reduced the scheduled quarterly principal payments to $31 USD, commencing March 31, 2017, to continue until July 31, 2018, with a balloon payment of $4,438 on July 31, 2018. The US ARCA modified financial covenant testing so that testing will be performed on our consolidated financial statements. The financial covenants were changed pursuant to the US ARCA to require certain minimum working capital ratios, minimum EBITDA levels and effective tangible net worth levels for each fiscal quarter, which were further modified by the 2017 US ARCA Amendment. On March 6, 2017, we received a waiver from BMO on a certain financial covenant as of December 31, 2016. We are currently in the process of renegotiating the terms of our credit facilities with BMO. BMO has agreed to suspend testing of the current ratio covenant as of September 30, 2017 due to such ongoing negotiation. We are in compliance with all financial covenants not suspended and required to be tested at September 30, 2017. We anticipate renegotiating our credit facilities on terms that will allow the Company to meet its covenants prospectively. Our obligations under the U.S. Facilities are guaranteed by all our wholly-owned U.S. subsidiaries. In addition, we and our wholly-owned U.S. subsidiaries granted a security interest in substantially all of our assets, including 65% of the shares of Pioneer Electrogroup Canada Inc. held by us, to secure our obligations for borrowed money under the U.S. Facilities. The U.S. Facilities also restrict our ability to incur indebtedness, create or incur liens, make investments, make distributions or dividends and enter into merger agreements for the sale of any or all our assets. As of September 30, 2017, we had approximately $18.5 million outstanding under our U.S. Credit Facilities. Our borrowings consisted of approximately $14.0 million outstanding under USD Facility A, and $4.5 million outstanding under USD Facility B. Nexus Promissory Note On July 25, 2012, the Company’s Mexican subsidiary, Nexus Magneticos de Mexico, S. de R.L. de C.V. (“Nexus”), entered into a $1.7 million term loan agreement with GE CF Mexico, S.A. de C.V. (“GE Capital Mexico”). The term loan was payable in 60 consecutive monthly installments and bore interest, payable monthly, at a rate of 6.93% per annum. The obligations of Nexus under the term loan were secured by certain machinery and equipment located in Mexico and by a corporate guaranty by the Company. As of September 30, 2017 the balance of the note has been fully repaid, while at December 31, 2016 there was approximately $185 outstanding under the Nexus Promissory Note. Long-term debt consists of the following: September 30, 2017 December 31, Term credit facilities, net (a) $ 4,923 $ 5,194 Nexus promissory note — 185 Capital lease obligations 3 5 Total debt 4,926 5,384 Less current portion (4,926 ) (1,379 ) Total long-term debt $ — $ 4,005 (a) The balances as of September 30, 2017 and December 31, 2016 are net of debt issuance costs of $218 and $245, respectively. |
PENSION PLAN
PENSION PLAN | 9 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
PENSION PLAN | 9. PENSION PLAN The Company’s Canadian subsidiary sponsors a defined benefit pension plan at one of its locations in which a majority of its employees are members. The subsidiary funds 100% of all contributions to the plan. The benefits, or the rate per year of credit service, are established by the Company and updated at its discretion. The components of the expense the Company incurred under the pension plan are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Current service cost, net of employee contributions $ 10 $ 10 $ 35 $ 33 Interest cost on accrued benefit obligation 27 26 79 76 Expected return on plan assets (44 ) (41 ) (128 ) (121 ) Amortization of transitional obligation 3 3 9 8 Amortization of past service costs 2 3 6 8 Amortization of net actuarial gain 12 10 36 28 Total cost of benefit $ 10 $ 11 $ 37 $ 32 The Company’s policy is to fund the pension plan at or above the minimum level required by law. The Company made $56 and $86 of contributions to its defined benefit pension plan during the nine months ended September 30, 2017 and 2016, respectively. Changes in the discount rate and actual investment returns that are lower than the long-term expected return on plan assets could result in the Company making additional contributions. There were no changes during the current period. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 10. STOCKHOLDERS’ EQUITY Common Stock The Company had 8,726,045 and 8,699,712 shares of common stock, $0.001 par value per share, outstanding as of September 30, 2017 and December 31, 2016, respectively. Warrants As of September 30, 2017 and December 31, 2016, the Company had warrants outstanding to purchase 50,600 shares of common stock with a weighted average exercise price of $7.00 per share. The warrants expire on September 18, 2018. No warrants were exercised during the nine months ended September 30, 2017. Stock-Based Compensation A summary of stock option activity under the 2011 Long-Term Incentive Plan as of September 30, 2017, and changes during the nine months ended September 30, 2017, are presented below: Stock Weighted Weighted Aggregate Outstanding as of January 1, 2017 247,400 $ 8.75 $ Granted 262,000 7.30 Exercised (26,333 ) 4.55 Forfeited (47,267 ) 6.74 Outstanding as of September 30, 2017 435,800 $ 8.35 7.7 $ 238,140 Exercisable as of September 30, 2017 173,800 9.94 5.0 138,580 As of September 30, 2017 there were 237,867 shares available for future grants under the Company’s 2011 Long-Term Incentive Plan. Stock-based compensation expense recorded for the three and nine months ended September 30, 2017 was approximately $148 and $319, respectively, as compared to the expense of $28 and $34, during the three and nine months ended September 30, 2016, respectively. At September 30, 2017, the Company had total stock-based compensation expense remaining to be recognized in the consolidated statements of income of approximately $339. Foreign Currency Translation Foreign assets and liabilities are translated using the exchange rate in effect at the balance sheet date, and results of operations are translated using an average rate for the period. Translation adjustments are accumulated and reported as a component of accumulated other comprehensive income (loss). The Company had foreign currency translation adjustments resulting in a nominal unrealized loss for the three months ended September 30, 2017 and $147 for the three months ended September 30, 2016. For the nine months ended September 30, 2017 and 2016, the Company had foreign currency translation adjustments resulting in unrealized income of $68 and $445, respectively. |
BASIC AND DILUTED (LOSS) INCOME
BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE | 11. BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE Basic and diluted income per common share is calculated based on the weighted average number of shares outstanding during the period. The Company’s employee and director stock option awards, as well as incremental shares issuable upon exercise of warrants, are not considered in the calculations if the effect would be anti-dilutive. In periods where the company reported a net loss, diluted net loss per common share is the same as basic net loss per common share for those periods. The following table sets forth the computation of basic and diluted (loss) income per share (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net (loss) income $ (764 ) $ 322 $ 678 $ 1,085 Denominator: Weighted average basic shares outstanding 8,725 8,700 8,713 8,700 Effect of dilutive securities - equity based compensation plans — 8 14 8 Net dilutive effect of warrants outstanding — — — — Denominator for diluted net (loss) income per common share 8,725 8,708 8,727 8,708 Net (loss) income per common share: Basic $ (0.09 ) $ 0.04 $ 0.08 $ 0.12 Diluted $ (0.09 ) $ 0.04 $ 0.08 $ 0.12 Anti-dilutive securities (excluded from per share calculation): Equity based compensation plans 397 173 383 173 Warrants 51 51 51 51 |
BUSINESS SEGMENT AND GEOGRAPHIC
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION | 12. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION The Company follows ASC 280 - Segment Reporting in determining its reportable segments. The Company considered the way its management team, most notably its chief operating decision maker, makes operating decisions and assesses performance and considered which components of the Company’s enterprise have discrete financial information available. As the Company makes decisions using a manufactured products vs. distributed products and services group focus, its analysis resulted in two reportable segments: T&D Solutions and Critical Power. The Critical Power reportable segment is comprised solely of the Company’s Titan Energy Systems Inc. subsidiary. The T&D Solutions reportable segment is an aggregation of all other Company subsidiaries, together with sales and expenses attributable to the strategic sales group for its T&D Solutions marketing activities. The T&D Solutions segment is involved in the design, manufacture and distribution of electrical transformers and switchgear used primarily by utilities, large industrial and commercial operations to manage their electrical power distribution needs. The Critical Power segment provides power generation equipment, and aftermarket field-services primarily to help customers ensure smooth, uninterrupted power to operations during times of emergency. The following tables present information about segment income and loss: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues T&D Solutions Transformers $ 21,548 $ 21,110 $ 66,198 $ 61,605 Switchgear 4,299 4,268 10,118 10,876 25,847 25,378 76,316 72,481 Critical Power Equipment 1,261 1,741 4,490 7,598 Service 2,686 2,270 7,147 5,810 3,947 4,011 11,637 13,408 Consolidated $ 29,794 $ 29,389 $ 87,953 $ 85,889 Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Depreciation and Amortization T&D Solutions $ 366 $ 450 $ 1,082 $ 1,203 Critical Power 507 355 1,210 1,063 Unallocated Corporate Overhead Expenses 17 17 52 51 Consolidated $ 890 $ 822 $ 2,344 $ 2,317 Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Operating Income (Loss) T&D Solutions $ 1,442 $ 2,002 $ 6,207 $ 6,083 Critical Power 72 (10 ) (277 ) (100 ) Unallocated Corporate Overhead Expenses (915 ) (780 ) (2,547 ) (2,293 ) Consolidated $ 599 $ 1,212 $ 3,383 $ 3,690 Revenues are attributable to countries based on the location of the Company’s customers: Three Months Ended Nine Months Ended September 30 September 30, 2017 2016 2017 2016 United States $ 20,804 $ 20,594 $ 59,790 $ 59,067 Canada 8,990 8,795 28,163 26,758 Others — — — 64 Total $ 29,794 $ 29,389 $ 87,953 $ 85,889 |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Revenue from Contracts with Customers In July 2015, the FASB made a decision to defer the effective date of the new standard for one year and permit early adoption as of the original effective date. The Company is currently reviewing its various revenue streams from its two reportable segments: (i) T&D Solutions and (ii) Critical Power. Concurrently, through the use of various data gathering methods, we are categorizing the types of sales for our business units for the purpose of comparing how we currently recognize revenue and quantifying the impact, if any, that this new standard will have on our consolidated financial statements. The Company plans to elect to apply the modified retrospective approach upon adoption. Additionally, the new guidance requires enhanced disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including revenue recognition policies to identify performance obligations, assets recognized from costs incurred to obtain and fulfill a contract, and significant judgments in measurement and recognition. The Company is determining the impact of adopting Topic 606 on its revenue recognition policies, procedures and control framework and the resulting impact on its consolidated financial position, results of operation and cash flows. The Company is in the process of reviewing revenue sources and evaluating the customer population to determine the appropriate distribution of customer accounts into populations with similar contract terms and performance obligations. We expect to complete this process before the filing of our Form 10-K for the year ended December 31, 2017. Simplifying the Measurement of Inventory. Leases. Leases (Topic 842) Share-Based Compensation The Company adopted ASU No. 2016-09 in 2017. The adoption of the new guidance did not materially affect the Company’s financial position, results of operations or cash flows. Statement of Cash Flows. Statement of Cash Flows : Classification of Certain Cash Receipts and Cash Payments. Simplifying the Test for Goodwill Impairment. |
OTHER EXPENSE (Tables)
OTHER EXPENSE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of other expense | Other expense in the consolidated statements of income for the three and nine months ended September 30, 2017 and 2016, respectively, are as follows: Three Months Ended Nine Months Ending September 30, September 30, 2017 2016 2017 2016 Payroll tax interest and penalties accrued $ 40 $ 68 $ 28 $ 23 Other non-operating expenses 205 196 619 531 Other expense $ 245 $ 264 $ 647 $ 554 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of the components of inventories | The components of inventories are summarized below: September 30, 2017 December 31, Raw materials $ 10,116 $ 10,175 Work in process 7,453 6,535 Finished goods 11,152 9,826 Provision for excess and obsolete inventory (397 ) (389 ) Total inventories $ 28,324 $ 26,147 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment are summarized below: September 2017 (Unaudited) December 31, Land $ 50 $ 46 Buildings 2,467 2,293 Machinery and equipment 10,656 9,421 Furniture and fixtures 476 466 Computer hardware and software 1,364 1,289 Leasehold improvements 715 534 Construction in progress 18 18 15,746 14,067 Less: Accumulated depreciation (8,721 ) (7,476 ) Total property, plant and equipment, net $ 7,025 $ 6,591 |
GOODWILL AND OTHER INTANGIBLE23
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill by segment | There were no changes in the carrying values of goodwill for the nine months ended September 30, 2017. T&D Critical Power Total Gross Goodwill: Balance as of January 1, 2017 $ 7,978 $ 2,970 $ 10,948 No activity — — — Balance as of September 30, 2017 $ 7,978 $ 2,970 $ 10,948 Accumulated impairment losses: Balance as of January 1, 2017 $ (976 ) $ — $ (976 ) No activity — — — Balance as of September 30, 2017 $ (976 ) $ — $ (976 ) Net Goodwill as of September 30, 2017 $ 7,002 $ 2,970 $ 9,972 |
Schedule of changes in intangible asset balances | Changes in the carrying values of intangible assets for the nine months ended September 30, 2017, were as follows: T&D Critical Power Total Balance as of January 1, 2017 5,565 2,603 8,168 Amortization (312 ) (1,078 ) (1,390 ) Foreign currency translation 5 — 5 Balance as of September 30, 2017 $ 5,258 $ 1,525 $ 6,783 |
Schedule of components of intangible assets | The components of intangible assets as of September 30, 2017 are summarized below: Weighted Average Amortization Years Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Book Value Customer relationships 7 $ 7,201 $ (4,571 ) $ — $ 2,630 Non-compete agreements 6 705 (459 ) — 246 Trademarks Indefinite 1,816 — — 1,816 Distributor territory license 4 474 (474 ) — — Internally developed software 7 289 (114 ) — 175 Developed technology 10 492 (135 ) — 357 Technology-related industry accreditations Indefinite 1,575 — (16 ) 1,559 Total intangible assets $ 12,552 $ (5,753 ) $ (16 ) $ 6,783 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt | Long-term debt consists of the following: September 30, 2017 December 31, Term credit facilities, net (a) $ 4,923 $ 5,194 Nexus promissory note — 185 Capital lease obligations 3 5 Total debt 4,926 5,384 Less current portion (4,926 ) (1,379 ) Total long-term debt $ — $ 4,005 (a) The balances as of September 30, 2017 and December 31, 2016 are net of debt issuance costs of $218 and $245, respectively. |
PENSION PLAN (Tables)
PENSION PLAN (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Defined Benefit Plan [Abstract] | |
Schedule of pension plan expenses | The components of the expense the Company incurred under the pension plan are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Current service cost, net of employee contributions $ 10 $ 10 $ 35 $ 33 Interest cost on accrued benefit obligation 27 26 79 76 Expected return on plan assets (44 ) (41 ) (128 ) (121 ) Amortization of transitional obligation 3 3 9 8 Amortization of past service costs 2 3 6 8 Amortization of net actuarial gain 12 10 36 28 Total cost of benefit $ 10 $ 11 $ 37 $ 32 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Schedule of stock option activity | A summary of stock option activity under the 2011 Long-Term Incentive Plan as of September 30, 2017, and changes during the nine months ended September 30, 2017, are presented below: Stock Weighted Weighted Aggregate Outstanding as of January 1, 2017 247,400 $ 8.75 $ Granted 262,000 7.30 Exercised (26,333 ) 4.55 Forfeited (47,267 ) 6.74 Outstanding as of September 30, 2017 435,800 $ 8.35 7.7 $ 238,140 Exercisable as of September 30, 2017 173,800 9.94 5.0 138,580 |
BASIC AND DILUTED (LOSS) INCO27
BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted income per share | The following table sets forth the computation of basic and diluted income per share (in thousands, except per share data): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Numerator: Net (loss) income $ (764 ) $ 322 $ 678 $ 1,085 Denominator: Weighted average basic shares outstanding 8,725 8,700 8,713 8,700 Effect of dilutive securities - equity based compensation plans — 8 14 8 Net dilutive effect of warrants outstanding — — — — Denominator for diluted net (loss) income per common share 8,725 8,708 8,727 8,708 Net (loss) income per common share: Basic $ (0.09 ) $ 0.04 $ 0.08 $ 0.12 Diluted $ (0.09 ) $ 0.04 $ 0.08 $ 0.12 Anti-dilutive securities (excluded from per share calculation): Equity based compensation plans 397 173 383 173 Warrants 51 51 51 51 |
BUSINESS SEGMENT AND GEOGRAPH28
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of information about segment income and loss | The following tables present information about segment income and loss: Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Revenues T&D Solutions Transformers $ 21,548 $ 21,110 $ 66,198 $ 61,605 Switchgear 4,299 4,268 10,118 10,876 25,847 25,378 76,316 72,481 Critical Power Equipment 1,261 1,741 4,490 7,598 Service 2,686 2,270 7,147 5,810 3,947 4,011 11,637 13,408 Consolidated $ 29,794 $ 29,389 $ 87,953 $ 85,889 Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Depreciation and Amortization T&D Solutions $ 366 $ 450 $ 1,082 $ 1,203 Critical Power 507 355 1,210 1,063 Unallocated Corporate Overhead Expenses 17 17 52 51 Consolidated $ 890 $ 822 $ 2,344 $ 2,317 Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Operating Income (Loss) T&D Solutions $ 1,442 $ 2,002 $ 6,207 $ 6,083 Critical Power 72 (10 ) (277 ) (100 ) Unallocated Corporate Overhead Expenses (915 ) (780 ) (2,547 ) (2,293 ) Consolidated $ 599 $ 1,212 $ 3,383 $ 3,690 |
Schedule of revenues attributable to countries | Revenues are attributable to countries based on the location of the Company’s customers: Three Months Ended Nine Months Ended September 30 September 30, 2017 2016 2017 2016 United States $ 20,804 $ 20,594 $ 59,790 $ 59,067 Canada 8,990 8,795 28,163 26,758 Others — — — 64 Total $ 29,794 $ 29,389 $ 87,953 $ 85,889 |
BASIS OF PRESENTATION (Details
BASIS OF PRESENTATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Reclassification - decrease to gross profit | $ (18) | $ (262) |
Reclassification adjustment (percent) | (0.06%) | (0.30%) |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2017Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
OTHER EXPENSE (Details)
OTHER EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | ||||
Payroll tax interest and penalties accrued | $ 40 | $ 68 | $ 28 | $ 23 |
Other non-operating expenses | 205 | 196 | 619 | 531 |
Other expense | $ 245 | $ 264 | $ 647 | $ 554 |
OTHER EXPENSE (Details Narrativ
OTHER EXPENSE (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income and Expenses [Abstract] | ||
Abatement of penalties | $ 100 | $ 400 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 10,116 | $ 10,175 |
Work in process | 7,453 | 6,535 |
Finished goods | 11,152 | 9,826 |
Provision for excess and obsolete inventory | (397) | (389) |
Total inventories | $ 28,324 | $ 26,147 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Goods in transit | $ 3,100 | $ 3,100 |
Inventory [Member] | ||
Collateral pledged | $ 5,300 | $ 4,000 |
PROPERTY, PLANT AND EQUIPMENT35
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 15,746 | $ 14,067 |
Less: accumulated depreciation | (8,721) | (7,476) |
Total property, plant and equipment, net | 7,025 | 6,591 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 50 | 46 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 2,467 | 2,293 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 10,656 | 9,421 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 476 | 466 |
Computer Hardware And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 1,364 | 1,289 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | 715 | 534 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 18 | $ 18 |
PROPERTY, PLANT AND EQUIPMENT36
PROPERTY, PLANT AND EQUIPMENT (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 956 | $ 1,006 |
OTHER ASSETS (Details Narrative
OTHER ASSETS (Details Narrative) $ in Thousands | Jan. 31, 2012USD ($)loan | Dec. 31, 2011USD ($)loan | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Other current assets | $ 600 | |||
Customer note receivable | $ 200 | $ 200 | ||
Notes Receivable - Developer [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Principal amount | $ 300 | $ 300 | ||
Number of promissory notes | loan | 1 | 1 | ||
Accrued interest rate (in percent) | 4.50% | 4.50% |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill | |
Balance, beginning | $ 10,948 |
No activity | |
Balance, ending | 10,948 |
Accumulated impairment losses: | |
Balance, beginning | (976) |
Balance, ending | (976) |
Net Goodwill | 9,972 |
T And D Segment [Member] | |
Goodwill | |
Balance, beginning | 7,978 |
No activity | |
Balance, ending | 7,978 |
Accumulated impairment losses: | |
Balance, beginning | (976) |
Balance, ending | (976) |
Net Goodwill | 7,002 |
Critical Power Segment [Member] | |
Goodwill | |
Balance, beginning | 2,970 |
No activity | |
Balance, ending | 2,970 |
Accumulated impairment losses: | |
Net Goodwill | $ 2,970 |
GOODWILL AND OTHER INTANGIBLE39
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Intangible assets, balance | $ 8,168 | |
Amortization | (1,390) | $ (1,309) |
Foreign currency translation | 5 | |
Intangible assets, balance | 6,783 | |
T And D Segment [Member] | ||
Intangible assets, balance | 5,565 | |
Amortization | (312) | |
Foreign currency translation | 5 | |
Intangible assets, balance | 5,258 | |
Critical Power Segment [Member] | ||
Intangible assets, balance | 2,603 | |
Amortization | (1,078) | |
Intangible assets, balance | $ 1,525 |
GOODWILL AND OTHER INTANGIBLE40
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Gross carrying amount | $ 12,552 | |
Accumulated amortization | (5,753) | |
Foreign currency translation | (16) | |
Intangible assets, net | 6,783 | $ 8,168 |
Technology Related Industry Accreditations [Member] | ||
Gross carrying amount | 1,575 | |
Foreign currency translation | (16) | |
Intangible assets, net | $ 1,559 | |
Customer Relationships [Member] | ||
Weighted average amortization years | 7 years | |
Gross carrying amount | $ 7,201 | |
Accumulated amortization | (4,571) | |
Intangible assets, net | $ 2,630 | |
Noncompete Agreements [Member] | ||
Weighted average amortization years | 6 years | |
Gross carrying amount | $ 705 | |
Accumulated amortization | (459) | |
Intangible assets, net | 246 | |
Trademarks [Member] | ||
Gross carrying amount | 1,816 | |
Intangible assets, net | $ 1,816 | |
Distributor Territory License [Member] | ||
Weighted average amortization years | 4 years | |
Gross carrying amount | $ 474 | |
Accumulated amortization | $ (474) | |
Internally Developed Software [Member] | ||
Weighted average amortization years | 7 years | |
Gross carrying amount | $ 289 | |
Accumulated amortization | (114) | |
Intangible assets, net | $ 175 | |
Developed Technology [Member] | ||
Weighted average amortization years | 10 years | |
Gross carrying amount | $ 492 | |
Accumulated amortization | (135) | |
Intangible assets, net | $ 357 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Total debt | $ 4,926 | $ 5,384 | |
Less current portion | (4,926) | (1,379) | |
Total long-term debt | 4,005 | ||
Line of Credit [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | [1] | 4,923 | 5,194 |
Nexus Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | 185 | ||
Capital Lease Obligations [Member] | |||
Debt Instrument [Line Items] | |||
Total debt | $ 3 | $ 5 | |
[1] | The balances as of September 30, 2017 and December 31, 2016 are net of debt issuance costs of $218 and $245, respectively. |
DEBT (Details Narrative)
DEBT (Details Narrative) CAD in Thousands, $ in Thousands | Mar. 15, 2017USD ($) | Mar. 15, 2017CAD | Jun. 30, 2016USD ($) | Apr. 30, 2016CAD | Jun. 30, 2011USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2015CAD | Sep. 30, 2017USD ($) | Mar. 15, 2017CAD | Dec. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Apr. 30, 2016CAD | Jun. 30, 2011CAD |
Debt Instrument [Line Items] | |||||||||||||
Credit facilities amount outstanding | $ 20,197 | $ 17,689 | |||||||||||
Line of Credit [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | $ 15,900 | ||||||||||||
Line of Credit [Member] | Canadian Dollars [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | CAD | CAD 22,000 | ||||||||||||
Canadian Credit Facilities A [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 0.75% | 0.50% | |||||||||||
Variable rate description | BMO’s prime rate plus | BMO’s prime rate plus | |||||||||||
Credit facilities amount outstanding | 6,200 | ||||||||||||
Canadian Credit Facilities A [Member] | U.S. Base Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 0.75% | 0.50% | |||||||||||
Variable rate description | U.S. base rate plus | U.S. base rate plus | |||||||||||
Canadian Credit Facilities A [Member] | LIBOR [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 2.25% | 2.00% | |||||||||||
Variable rate description | LIBOR plus | LIBOR plus | |||||||||||
Canadian Credit Facilities A [Member] | Canadian Dollars [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | CAD | CAD 8,000 | CAD 7,000 | 10,000 | ||||||||||
Canadian Credit Facilities B [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 1.00% | ||||||||||||
Variable rate description | BMO’s prime rate plus | ||||||||||||
Debt instrument amortization period | 5 years | ||||||||||||
Credit facilities amount outstanding | 100 | ||||||||||||
Canadian Credit Facilities B [Member] | Canadian Dollars [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | CAD | 500 | 2,000 | |||||||||||
Interest rate spread on variable rate | 1.25% | ||||||||||||
Variable rate description | BMO’s prime rate plus | ||||||||||||
Frequency of payments | Quarterly | Quarterly | Quarterly | ||||||||||
Quarterly principal payment | CAD | CAD 47 | CAD 47 | |||||||||||
Balloon payment | CAD | 141 | ||||||||||||
Debt instrument amortization period | 5 years | ||||||||||||
Canadian Credit Facilities C [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | $ 700 | ||||||||||||
Frequency of payments | Quarterly | Quarterly | |||||||||||
Quarterly principal payment | $ 36 | $ 72 | |||||||||||
Balloon payment | $ 352 | 496 | |||||||||||
Credit facilities amount outstanding | 500 | ||||||||||||
Prepayment of debt | $ 4,000 | ||||||||||||
Canadian Credit Facilities C [Member] | EBITDA Equal to or Greater than 2.00 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 1.25% | ||||||||||||
Variable rate description | BMO’s prime rate plus | ||||||||||||
Standby fee percentage | 0.625% | ||||||||||||
Canadian Credit Facilities C [Member] | EBITDA is Less than 2.00 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 1.00% | ||||||||||||
Variable rate description | BMO’s prime rate plus | ||||||||||||
Standby fee percentage | 0.5625% | ||||||||||||
Canadian Credit Facilities C [Member] | U.S. Base Rate [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 1.50% | ||||||||||||
Variable rate description | U.S. base rate plus | ||||||||||||
Canadian Credit Facilities C [Member] | U.S. Base Rate [Member] | EBITDA Equal to or Greater than 2.00 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 1.25% | ||||||||||||
Variable rate description | U.S. base rate plus | ||||||||||||
Canadian Credit Facilities C [Member] | U.S. Base Rate [Member] | EBITDA is Less than 2.00 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 1.00% | ||||||||||||
Variable rate description | U.S. base rate plus | ||||||||||||
Canadian Credit Facilities C [Member] | LIBOR [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 2.75% | ||||||||||||
Variable rate description | LIBOR plus | ||||||||||||
Canadian Credit Facilities C [Member] | LIBOR [Member] | EBITDA Equal to or Greater than 2.00 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 2.50% | ||||||||||||
Variable rate description | LIBOR plus | ||||||||||||
Canadian Credit Facilities C [Member] | LIBOR [Member] | EBITDA is Less than 2.00 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate spread on variable rate | 2.25% | ||||||||||||
Variable rate description | LIBOR plus | ||||||||||||
Canadian Credit Facilities C [Member] | Canadian Dollars [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | CAD | CAD 10,000 | ||||||||||||
Interest rate spread on variable rate | 1.50% | ||||||||||||
Variable rate description | BMO’s prime rate plus | ||||||||||||
Frequency of payments | Quarterly | ||||||||||||
Quarterly principal payment | CAD | CAD 36 | ||||||||||||
Prepayment of debt | CAD | CAD 5,000 | ||||||||||||
Canadian Facilities [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | $ 6,300 | ||||||||||||
Credit facilities amount outstanding | $ 6,800 | ||||||||||||
Canadian Facilities [Member] | Canadian Dollars [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Credit Facilities Amount to Borrow | CAD | CAD 9,100 | CAD 8,200 |
DEBT (Details Narrative 1)
DEBT (Details Narrative 1) $ in Thousands | Mar. 15, 2017USD ($) | Dec. 31, 2014 | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Apr. 30, 2016USD ($) | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 02, 2014USD ($) |
Line of Credit Facility [Line Items] | ||||||||||
Credit facilities amount outstanding | $ 20,197 | $ 17,689 | ||||||||
U.S. Credit Facilities [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum Credit Facilities Amount to Borrow | $ 20,100 | $ 19,100 | $ 5,000 | |||||||
Percentage of subsidiary shares used to secure borrowings in facility | 65.00% | |||||||||
Credit facilities amount outstanding | $ 18,500 | |||||||||
Minimum fixed charge coverage ratio | 1.10 | |||||||||
U.S. Credit Facilities [Member] | Scenario, Plan [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
EBITDA benchmark ratio | 3.15 | 2.75 | 3.65 | 3.25 | 3.15 | |||||
Minimum fixed charge coverage ratio | 1.25 | |||||||||
U.S. Credit Facilities A [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum Credit Facilities Amount to Borrow | $ 15,000 | 14,000 | ||||||||
Credit facilities amount outstanding | $ 14,000 | |||||||||
U.S. Credit Facilities A [Member] | Bank's Prime Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate spread | 1.00% | |||||||||
Variable rate description | bank’s prime rate on U.S. prime rate loans | |||||||||
U.S. Credit Facilities A [Member] | LIBOR [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate spread | 2.25% | |||||||||
Variable rate description | adjusted LIBOR rate on Eurodollar loans | |||||||||
U.S. Credit Facilities B [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum Credit Facilities Amount to Borrow | 5,000 | |||||||||
Frequency of payments | Quarterly | |||||||||
Quarterly principal payment | $ 31 | |||||||||
Credit facilities amount outstanding | 4,500 | |||||||||
Balloon payment | $ 4,438 | |||||||||
U.S. Credit Facilities B [Member] | LIBOR [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate spread | 2.50% | |||||||||
Variable rate description | adjusted LIBOR rate on Eurodollar loans | |||||||||
U.S. Credit Facilities B [Member] | U.S. Base Rate [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Interest rate spread | 1.25% | |||||||||
Variable rate description | bank’s prime rate on U.S. prime rate loans | |||||||||
U.S. Credit Facility - MasterCard [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Maximum Credit Facilities Amount to Borrow | $ 100 | |||||||||
Credit Facility B [Member] | ||||||||||
Line of Credit Facility [Line Items] | ||||||||||
Frequency of payments | Quarterly | |||||||||
Quarterly principal payment | $ 31 |
DEBT (Details Narrative 2)
DEBT (Details Narrative 2) $ in Thousands | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jul. 25, 2012USD ($)installments |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 218 | $ 245 | |
Nexus Promissory Note [Member] | |||
Debt Instrument [Line Items] | |||
Note amount | $ 1,700 | ||
Carrying amount | $ 185 | ||
Rate of interest of debt instrument | 6.93% | ||
Number of installments | installments | 60 |
PENSION PLAN (Details)
PENSION PLAN (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan [Abstract] | ||||
Current service cost, net of employee contributions | $ 10 | $ 10 | $ 35 | $ 33 |
Interest cost on accrued benefit obligation | 27 | 26 | 79 | 76 |
Expected return on plan assets | (44) | (41) | (128) | (121) |
Amortization of transitional obligation | 3 | 3 | 9 | 8 |
Amortization of past service costs | 2 | 3 | 6 | 8 |
Amortization of net actuarial gain | 12 | 10 | 36 | 28 |
Total cost of benefit | $ 10 | $ 11 | $ 37 | $ 32 |
PENSION PLAN (Details Narrative
PENSION PLAN (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Defined Benefit Plan [Abstract] | ||
Funded contributions by subsidiary (percent) | 100.00% | |
Defined benefit contributions | $ 56 | $ 86 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Stock options | |
Outstanding at beginning of period | shares | 247,400 |
Granted | shares | 262,000 |
Exercised | shares | (26,333) |
Forfeited | shares | (47,267) |
Outstanding at end of period | shares | 435,800 |
Exercisable at end of period | shares | 173,800 |
Weighted average exercise price | |
Outstanding at beginning of period | $ / shares | $ 8.75 |
Granted | $ / shares | 7.30 |
Exercised | $ / shares | 4.55 |
Forfeited | $ / shares | 6.74 |
Outstanding at end of period | $ / shares | 8.35 |
Exercisable at end of period | $ / shares | $ 9.94 |
Weighted average remaining contractual term | |
Outstanding at end of period | 7 years 8 months 12 days |
Exercisable at the end of period | 5 years |
Aggregate intrinsic value | |
Outstanding at end of period | $ | $ 238,140 |
Exercisable at end of period | $ | $ 138,580 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Common stock, outstanding shares | 8,726,045 | 8,726,045 | 8,699,712 | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Outstanding purchase of warrants (in shares) | 50,600 | 50,600 | 50,600 | ||
Weighted average exercise price - warrants | $ 7 | $ 7 | |||
Warrant expiration date range end | Sep. 18, 2018 | Sep. 18, 2018 | |||
Stock-based compensation | $ 148 | $ 28 | $ 319 | $ 34 | $ 28 |
Recognized stock-based compensation | 339 | ||||
Foreign currency translation adjustments | $ (147) | $ 68 | $ 445 | ||
Incentive Stock Option [Member] | |||||
Number of shares available for future grants | 237,867 | 237,867 |
BASIC AND DILUTED (LOSS) INCO49
BASIC AND DILUTED (LOSS) INCOME PER COMMON SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net (loss) income | $ (764) | $ 322 | $ 678 | $ 1,085 |
Denominator: | ||||
Weighted average basic shares outstanding | 8,725 | 8,700 | 8,713 | 8,700 |
Effect of dilutive securities - equity based compensation plans | 8 | 14 | 8 | |
Denominator for diluted net (loss) income per common share | 8,725 | 8,708 | 8,727 | 8,708 |
Net (loss) income per common share: | ||||
Basic | $ (0.09) | $ 0.04 | $ 0.08 | $ 0.12 |
Diluted | $ (0.09) | $ 0.04 | $ 0.08 | $ 0.12 |
Equity Based Compensation Plans [Member] | ||||
Anti-dilutive securities (excluded from per share calculation): | ||||
Excluded securities from computation of basic and diluted EPS | 397 | 173 | 383 | 173 |
Warrant [Member] | ||||
Anti-dilutive securities (excluded from per share calculation): | ||||
Excluded securities from computation of basic and diluted EPS | 51 | 51 | 51 | 51 |
BUSINESS SEGMENT AND GEOGRAPH50
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | ||||
Revenues | $ 29,794 | $ 29,389 | $ 87,953 | $ 85,889 |
Depreciation and Amortization | 890 | 822 | 2,344 | 2,317 |
Operating Income (Loss) | 599 | 1,212 | 3,383 | 3,690 |
T And D Segment [Member] | ||||
Revenues | ||||
Transformers | 21,548 | 21,110 | 66,198 | 61,605 |
Switchgear | 4,299 | 4,268 | 10,118 | 10,876 |
Revenues | 25,847 | 25,378 | 76,316 | 72,481 |
Depreciation and Amortization | 366 | 450 | 1,082 | 1,203 |
Operating Income (Loss) | 1,442 | 2,002 | 6,207 | 6,083 |
Critical Power Segment [Member] | ||||
Revenues | ||||
Equipment | 1,261 | 1,741 | 4,490 | 7,598 |
Service | 2,686 | 2,270 | 7,147 | 5,810 |
Revenues | 3,947 | 4,011 | 11,637 | 13,408 |
Depreciation and Amortization | 507 | 355 | 1,210 | 1,063 |
Operating Income (Loss) | 72 | (10) | (277) | (100) |
Corporate [Member] | ||||
Revenues | ||||
Depreciation and Amortization | 17 | 17 | 52 | 51 |
Operating Income (Loss) | $ (915) | $ (780) | $ (2,547) | $ (2,293) |
BUSINESS SEGMENT AND GEOGRAPH51
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenues | $ 29,794 | $ 29,389 | $ 87,953 | $ 85,889 |
United States [Member] | ||||
Revenues | 20,804 | 20,594 | 59,790 | 59,067 |
Canada [Member] | ||||
Revenues | $ 8,990 | $ 8,795 | $ 28,163 | 26,758 |
Other Countries [Member] | ||||
Revenues | $ 64 |
BUSINESS SEGMENT AND GEOGRAPH52
BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION (Details Narrative) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |