Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 20, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | LGL GROUP INC | ||
Entity Central Index Key | 61,004 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 10,601,412 | ||
Entity Common Stock, Shares Outstanding | 4,698,393 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 13,250 | $ 2,778 |
Marketable securities | 3,803 | 2,770 |
Accounts receivable, net of allowances of $35 and $31, respectively | 3,393 | 3,504 |
Inventories, net | 3,875 | 3,638 |
Prepaid expenses and other current assets | 229 | 200 |
Total Current Assets | 24,550 | 12,890 |
Property, Plant and Equipment | ||
Land | 536 | 633 |
Buildings and improvements | 3,973 | 3,966 |
Machinery and equipment | 16,974 | 16,849 |
Gross property, plant and equipment | 21,483 | 21,448 |
Less: accumulated depreciation | (19,304) | (18,737) |
Net property, plant and equipment | 2,179 | 2,711 |
Intangible assets, net | 552 | 628 |
Deferred income taxes, net | 173 | 214 |
Other assets | 101 | 203 |
Total Assets | 27,555 | 16,646 |
Current Liabilities: | ||
Accounts payable | 1,477 | 1,525 |
Accrued compensation and commissions expense | 872 | 942 |
Other accrued expenses | 278 | 288 |
Total Current Liabilities | 2,627 | 2,755 |
Commitments and Contingencies (Note K) | ||
Stockholders' Equity | ||
Common stock, $0.01 par value - 10,000,000 shares authorized; 4,774,477 shares issued and 4,692,893 shares outstanding at December 31, 2017, and 2,757,050 shares issued and 2,675,466 shares outstanding at December 31, 2016 | 47 | 27 |
Additional paid-in capital | 40,035 | 29,173 |
Accumulated deficit | (14,609) | (14,726) |
Treasury stock, 81,584 shares held in treasury at cost at December 31, 2017 and 2016 | (580) | (580) |
Accumulated other comprehensive income (loss) | 35 | (3) |
Total Stockholders' Equity | 24,928 | 13,891 |
Total Liabilities and Stockholders' Equity | $ 27,555 | $ 16,646 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Accounts receivable, allowances | $ 35 | $ 31 |
Stockholders' Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares issued (in shares) | 4,774,477 | 2,757,050 |
Common stock, shares outstanding (in shares) | 4,692,893 | 2,675,466 |
Treasury stock, (in shares) | 81,584 | 81,584 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
REVENUES | $ 22,402 | $ 20,891 |
Costs and expenses: | ||
Manufacturing cost of sales | 14,661 | 13,858 |
Engineering, selling and administrative | 7,465 | 7,194 |
OPERATING INCOME (LOSS) | 276 | (161) |
Other (Expense) Income: | ||
Interest expense, net | (11) | (22) |
Other (expense) income, net | (46) | 166 |
Total Other (Expense) Income, Net | (57) | 144 |
INCOME (LOSS) BEFORE INCOME TAXES | 219 | (17) |
Income tax (provision) benefit | (102) | 165 |
NET INCOME | $ 117 | $ 148 |
Basic per share information: | ||
Weighted average number of shares used in basic EPS calculation | 2,929,641 | 2,665,043 |
Net income per share | $ 0.04 | $ 0.06 |
Diluted per share information: | ||
Weighted average number of shares used in diluted EPS calculation | 3,035,104 | 2,665,730 |
Net income per share | $ 0.04 | $ 0.06 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
NET INCOME | $ 117 | $ 148 |
Other comprehensive income (loss): | ||
Unrealized gain (loss) on available-for-sale securities, net | 38 | (43) |
Total other comprehensive income (loss) | 38 | (43) |
COMPREHENSIVE INCOME | $ 155 | $ 105 |
Consolidated Statement of Stock
Consolidated Statement of Stockholder's Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2015 | $ 13,727 | $ 27 | $ 29,106 | $ (14,874) | $ (572) | $ 40 |
Balance (in shares) at Dec. 31, 2015 | 2,665,434 | |||||
Net income | 148 | 148 | ||||
Other comprehensive income (loss) | (43) | (43) | ||||
Stock-based compensation | 67 | 67 | ||||
Stock-based compensation (in shares) | 11,952 | |||||
Purchase of treasury stock | (8) | (8) | ||||
Purchase of treasury stock (in shares) | (1,920) | |||||
Balance at Dec. 31, 2016 | $ 13,891 | $ 27 | 29,173 | (14,726) | (580) | (3) |
Balance (in shares) at Dec. 31, 2016 | 2,675,466 | 2,675,466 | ||||
Net income | $ 117 | 117 | ||||
Other comprehensive income (loss) | 38 | 38 | ||||
Stock-based compensation | $ 88 | 88 | ||||
Stock-based compensation (in shares) | 10,830 | 10,830 | ||||
Issuance of shares, net of issuance costs | $ 10,794 | $ 20 | 10,774 | |||
Issuance of shares, net of issuance costs (in shares) | 2,006,598 | |||||
Balance at Dec. 31, 2017 | $ 24,928 | $ 47 | $ 40,035 | $ (14,609) | $ (580) | $ 35 |
Balance (in shares) at Dec. 31, 2017 | 4,692,893 | 4,692,894 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES | ||
Net income | $ 117,000 | $ 148,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 567,000 | 704,000 |
Amortization of finite-lived intangible assets | 75,000 | 68,000 |
Gain on disposal of assets | (110,000) | |
Impairment of note receivable | 102,000 | |
Stock-based compensation | 88,000 | 67,000 |
Bargain purchase gain | (4,000) | |
Deferred income tax expense (benefit) | 41,000 | (214,000) |
Gain on sale of marketable securities | (21,000) | |
Dividend from marketable securities | (6,000) | (62,000) |
Changes in operating assets and liabilities: | ||
Decrease (increase) in accounts receivable, net | 111,000 | (890,000) |
Increase in inventories, net | (237,000) | (62,000) |
Increase in prepaid expenses and other assets | (28,000) | (1,000) |
(Decrease) increase in accounts payable, accrued compensation and commissions expense and other accrued liabilities | (128,000) | 634,000 |
Net cash provided by operating activities | 681,000 | 278,000 |
INVESTING ACTIVITIES | ||
Purchase of marketable securities | (1,002,000) | (2,695,000) |
Capital expenditures | (131,000) | (172,000) |
Acquisition of a business | (295,000) | |
Proceeds from sale of land | 96,000 | |
Other | 34,000 | 117,000 |
Net cash used in investing activities | (1,003,000) | (3,045,000) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of common stock, net of issuance costs | 10,794,000 | |
Purchase of treasury stock | (8,000) | |
Net cash provided by (used in) financing activities | 10,794,000 | (8,000) |
Increase (decrease) in cash and cash equivalents | 10,472,000 | (2,775,000) |
Cash and cash equivalents at beginning of year | 2,778,000 | 5,553,000 |
Cash and cash equivalents at end of year | 13,250,000 | 2,778,000 |
Supplemental Disclosure: | ||
Cash paid for interest | 23,000 | 17,000 |
Cash paid for income taxes | $ 41,000 | 52,000 |
Supplemental Schedule of Noncash Investing Activities: | ||
Fair value of equipment acquired | 85,000 | |
Fair value of intangible assets acquired | 214,000 | |
Current assets acquired | 45,000 | |
Current liabilities assumed | (45,000) | |
Bargain purchase gain | (4,000) | |
Cash consideration paid | $ 295,000 |
Accounting And Reporting Polici
Accounting And Reporting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Accounting and Reporting Policies | A. Organization The LGL Group, Inc. (the "Company"), incorporated in 1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in 2007, is a holding company with subsidiaries engaged in the design, manufacturing and marketing of highly-engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits and in the design of high performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications. As of December 31, 2017, the subsidiaries of the Company are as follows: Owned By The LGL Group, Inc. M-tron Industries, Inc. 100.0 % Piezo Technology, Inc. 100.0 % Piezo Technology India Private Ltd. 99.0 % M-tron Asia, LLC 100.0 % M-tron Industries, Ltd. 100.0 % GC Opportunities Ltd. 100.0 % M-tron Services, Ltd. 100.0 % Precise Time and Frequency, LLC 100.0 % Lynch Systems, Inc. 100.0 % The Company operates through its two principal subsidiaries, M-tron Industries, Inc. ("MtronPTI"), which includes the operations of Piezo Technology, Inc. ("PTI") and M-tron Asia, LLC ("Mtron"), and Precise Time and Frequency, LLC ("PTF"), a newly formed subsidiary in 2016, to hold the assets of Precise Time and Frequency, Inc., as discussed in Note B below. The Company has operations in Orlando, Florida, Yankton, South Dakota, Wakefield, Massachusetts and Noida, India. MtronPTI also has sales offices in Sacramento, California, Austin, Texas and Hong Kong. Principles of Consolidation The consolidated financial statements include the accounts of the Company and entities for which it has control. Material intercompany transactions and accounts have been eliminated in consolidation. Uses of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents consist of highly-liquid investments with a maturity of less than three months when purchased. Marketable Securities Marketable debt and equity securities are categorized as available for-sale-securities and are reported at fair value. Unrealized gains and losses related to changes in the fair value of available-for-sale securities are recognized in accumulated other comprehensive income (loss) within stockholders' equity. Accounts Receivable Accounts receivable, on a consolidated basis, consists principally of amounts due from both domestic and foreign customers. Credit is extended based on an evaluation of the customer's financial condition and collateral is not required. In relation to export sales, the Company requires letters of credit supporting a significant portion of the sales price prior to production to limit exposure to credit risk. Certain credit sales are made to industries that are subject to cyclical economic changes. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. These allowances are maintained at a level that management believes is sufficient to cover potential credit losses. Estimates are based on historical collection experience, current trends, credit policy and the relationship between accounts receivable and revenues. In determining these estimates, the Company examines historical write-offs of its receivables and reviews each customer's account to identify any specific customer collection issues. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payment, additional allowances might be required. Inventories Inventories are valued at the lower of cost or net realizable value using the FIFO (first-in, first-out) method. The Company maintains a reserve for inventory based on estimated losses that result from inventory that becomes obsolete or for which the Company has excess inventory levels as of period end. In determining these estimates, the Company performs an analysis on current demand and usage for each inventory item over historical time periods. Based on that analysis, the Company reserves a percentage of the inventory amount within each time period based on historical demand and usage patterns of specific items in inventory. Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost less accumulated depreciation and include expenditures for major improvements. Maintenance and repairs are charged to operations as incurred. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from 5 years to 35 years for buildings and improvements, and from 3 to 10 years for other fixed assets. Property, plant and equipment are periodically reviewed for indicators of impairment. If any such indicators were noted, the Company would assess the appropriateness of the assets' carrying value and record any impairment at that time. Depreciation expense from operations was approximately $567,000 for 2017 and $704,000 for 2016. Warranties The Company offers a standard one-year warranty. The Company tests its products prior to shipment in order to ensure that they meet each customer's requirements based upon specifications received from each customer at the time its order is received and accepted. The Company's customers may request to return products for various reasons, including, but not limited to, the customers' belief that the products are not performing to specification. The Company's return policy states that it will accept product returns only with prior authorization and if the product does not meet customer specifications, in which case the product would be replaced or repaired. To accommodate the Company's customers, each request for return is reviewed, and if and when it is approved, a return materials authorization ("RMA") is issued to the customer. Each month, the Company records a specific warranty reserve for approved RMAs covering products that have not yet been returned. The Company does not maintain a general warranty reserve because, historically, valid warranty returns resulting from a product not meeting specifications or being non-functional have been de minimis. As of December 31, 2017 and 2016, accrued warranty expense was $10,000 and $80,000, respectively, and is included within other accrued expenses in the accompanying consolidated balance sheets. Intangible Assets Intangible assets are recorded at cost less accumulated amortization. Amortization is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range up to 10 years. The intangible assets consist of intellectual property and goodwill. The net carrying value of the amortizable intangible assets was $512,000 and $588,000 as of December 31, 2017 and 2016, respectively. Goodwill, which is not amortizable, was $40,000 as of December 31, 2017 and 2016. The estimated aggregate amortization expense for intangible assets, excluding goodwill, for each of the remaining years of the estimated useful life is as follows (in thousands): 2018 $ 75 2019 75 2020 75 2021 75 2022 75 Thereafter 137 Total $ 512 Revenue Recognition The Company recognizes revenue from the sale of its products in accordance with the criteria in Accounting Standards Codification ("ASC") 605, Revenue Recognition, which are: • persuasive evidence that an arrangement exists; • delivery has occurred; • the seller's price to the buyer is fixed and determinable; and • collectability is reasonably assured. The Company meets these conditions upon shipment because title and risk of loss passes to the customer at that time. However, the Company offers a limited right of return and/or authorized price protection provisions in its agreements with certain electronic component distributors who resell the Company's products to original equipment manufacturers or electronic manufacturing services companies. As a result, the Company estimates and records a reserve for future returns and other charges against revenue at the time of shipment consistent with the terms of sale. The reserve is estimated based on historical experience with each respective distributor. The Company recognizes revenue related to transactions with a right of return and/or authorized price protection provisions when the following conditions are met: • seller's price to the buyer is fixed or determinable at the date of sale; • buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product; • buyer's obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product; • buyer acquiring the product for resale has economic substance apart from that provided by the seller; • seller does not have obligations for future performance; and • the amount of future returns can be reasonably estimated. Shipping Costs Amounts billed to customers related to shipping and handling are classified as revenue, and the Company's shipping and handling costs are included in manufacturing cost of sales. Research and Development Costs Research and development costs are charged to operations as incurred. Such costs were approximately $1,827,000 and $1,906,000 in 2017 and 2016, respectively, and are included within engineering, selling and administrative expenses. Advertising Expense Advertising costs are charged to operations as incurred. Such costs were approximately $18,000 in 2017, compared with $50,000 in 2016, and are included within engineering, selling and administrative expenses. Stock-Based Compensation The Company measures the cost of employee services in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the requisite service period, typically the vesting period. The Company estimates the fair value of stock options on the grant date using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. There is no expected dividend rate. Historical Company information was the basis for the expected volatility assumption as the Company believes that the historical volatility over the life of the option is indicative of expected volatility in the future. The risk-free interest rate is based on the U.S. Treasury zero-coupon rates with a remaining term equal to the expected term of the option. The Company records any forfeitures in the period that the shares are forfeited. Restricted stock awards are made at a value equal to the market price of the Company's common stock on the date of the grant. Earnings Per Share The Company computes earnings per share in accordance with ASC 260, Earnings Per Share. For the years ended December 31, 2017 and 2016, there were options to purchase 42,676 shares and 166,996 shares, respectively, of common stock and warrants to purchase 519,241 shares of common stock that were excluded from the diluted earnings per share computation because the impact of the assumed exercise of such stock options or warrants would have been anti-dilutive. Years Ended December 31, 2017 2016 Weighted average shares outstanding - basic 2,929,641 2,665,043 Effect of diluted securities 105,463 687 Weighted average shares outstanding - diluted 3,035,104 2,665,730 Income Taxes The Company's deferred income tax assets represent (a) temporary differences between the financial statement carrying amount and the tax basis of existing assets and liabilities that will result in deductible amounts in future years, and (b) the tax effects of net operating loss carry-forwards. In assessing the realizability of deferred tax assets in accordance with the provisions of ASC 740, Income Taxes The Company has determined the results of future operations of one of its foreign subsidiaries will generate enough taxable income that it is more likely than not that deferred tax assets of $173,000 generated from net operating losses (“NOL’s”) in a foreign subsidiary, can be utilized in the foreseeable future. The Company has also determined that a full valuation against the remaining net deferred tax assets is required and has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Should a change in circumstances lead to a change in judgment about the ability to realize deferred tax assets in future years, the Company will adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. The Company recognizes interest and/or penalties, if any, related to income tax matters in income tax expense. Concentration Risk In 2017, the Company's largest customer, an electronics contract manufacturing company in the aerospace and defense markets, accounted for $3,744,000, or 16.7% of the Company's total revenues, compared to $3,275,000, or 15.7%, in 2016. A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of December 31, 2017, four of the Company's largest customers accounted for approximately $1,100,000, or 32.0% of accounts receivable. As of December 31, 2016, four of the Company's largest customers accounted for approximately $1,242,000, or 35.1% of accounts receivable. The Company carefully evaluates the creditworthiness of its customers in deciding to extend credit, and utilizes letters of credit to further limit credit risk for export sales. As a result of these policies, the Company has experienced very low historical bad debt expense and believes the related risk to be minimal. At various times throughout the year and at December 31, 2017, some deposits held at financial institutions were in excess of federally insured limits. The Company has not experienced any losses related to these balances and believes the related risk to be minimal. Segment Information The Company reports segment information in accordance with ASC 280, Segment Information Impairments of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Long-lived assets are grouped with other assets to the lowest level to which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Management assesses the recoverability of the carrying cost of the assets based on a review of projected undiscounted cash flows. If an asset is held for sale, management reviews its estimated fair value less cost to sell. Fair value is determined using pertinent market information, including appraisals or broker's estimates, and/or projected discounted cash flows. In the event an impairment loss is identified, it is recognized based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. Financial Instruments Cash and cash equivalents, trade accounts receivable, short-term borrowings, trade accounts payable, and accrued expenses are carried at cost, which approximates fair value due to the short-term maturity of these instruments. Foreign Currency Translation The assets and liabilities of international operations are re-measured at the exchange rates in effect at the balance sheet date for monetary assets and liabilities and at historical rates for non-monetary assets and liabilities, with the related re-measurement gains or losses reported within the consolidated statement of operations. The results of international operations are re-measured at the monthly average exchange rates. The Company's foreign subsidiaries and respective operations' functional currency is the U.S. dollar. The Company has determined this based upon the majority of transactions with customers as well as inter-company transactions and parental support being based in U.S. dollars. The Company has recognized a re-measurement gain of $22,000 and a re-measurement loss of $(2,000), in 2017 and 2016, respectively, which is included within other income, net in the consolidated statements of operations. Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the "FASB") issued ASU 2017-04, "Intangibles – Goodwill and Other – (Topic 350): Simplifying the Test for Goodwill Impairment". ASU 2017-04 simplifies the accounting for goodwill impairment by removing the requirement to calculate the implied fair value. Instead, it requires that an entity records an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2016-15 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company implemented this ASU 2017-04 during the fourth quarter and effective for its fiscal year ended December 31, 2017, on a prospective basis. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows – (Topic 230): Classification of Certain Cash Receipts and Cash Payments". ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017. Early application is permitted. The Company implemented this ASU 2016-15 effective for its fiscal year ended December 31, 2017, using the retrospective transition method to each period presented. No changes were required as none of the eight specific cash flow issues addressed by ASU 2016-15 were applicable to the Company for the periods presented. In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation (Topic 718): Improvements to Employee Share–Based Payment Accounting". ASU 2016-09 simplifies the accounting for share–based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016. The Company implemented the requirements of ASU 2016-09 effective for its fiscal year ended December 31, 2017, with no impact to the financial statements, as there were no prior transactions to which the modified retrospective transition method by means of a cumulative-effect adjustment to equity would have applied. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company does not expect the adoption of ASU 2016-02 to have a material impact on its consolidated financial statements because there are no material operating leases. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825)". ASU 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU 2016-01 requires the change in fair value of many equity investments to be recognized in net income. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Adopting ASU 2016-01 will result in a cumulative effect adjustment to the Company's retained earnings as of the beginning of the year of adoption. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-01. In November 2015, the FASB issued ASU 2015-17 "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes", which simplifies the presentation of deferred income taxes. Under the new accounting standard, deferred tax assets and liabilities are required to be classified as noncurrent, eliminating the prior requirement to separate deferred tax assets and liabilities into current and noncurrent. The new guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The standard may be adopted prospectively or retrospectively to all periods presented. The Company adopted this guidance effective for its fiscal year ended December 31, 2017, on a retrospective basis, with only a limited effect on its balance sheet classification and disclosures. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory”, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis. The Company adopted ASU 2015-11 effective January 1, 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", also known as the "New Revenue Standard". This update is the result of a collaborative effort by the FASB and the International Accounting Standards Board to simplify revenue recognition guidance, remove inconsistencies in the application of revenue recognition, and to improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive for those goods or services. The New Revenue Standard is applied through the following five-step process: 1. Identify the contract(s) with a customer. 2. Identify the performance obligation in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the entity satisfies a performance obligation. For a public entity, this update is effective for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. This standard can be applied on either a retrospective or modified retrospective approach. Since May, 2014, a number of ASU's have been issued which further refine the original guidance issued under ASU 2014-09 and are effective in conjunction with this original standard. The Company established an implementation approach to assess the impact of the new revenue guidance on its operations, consolidated financial statements and related disclosures. This assessment included (1) performing contract analyses for each revenue stream identified, (2) assessing the noted differences in recognition and measurement that may result from adopting this new standard, (3) performing detailed analyses of contracts with large customers, and (4) performing transaction level testing for consistency with contract provisions that affect revenue recognition. The Company evaluated the potential impacts of the new standard on its existing revenue recognition policies and procedures during the fiscal year ended December 31, 2017, and determined that the Company’s performance obligations are met at shipping point, with no other material obligations. The Company further determined that returns are immaterial, its warranty terms are consistent, and consignment inventory is accounted for appropriately. The Company also determined that there were no incremental disaggregated revenue disclosures required in our consolidated financial statements. Based on the results of the evaluation, adoption of the new standard will not have a material impact on our consolidated financial statements. The New Revenue Standard became effective for us on January 1, 2018 and was applied on a retrospective basis, with no cumulative effect of adoption to any of the financial statement line items. No other new accounting pronouncements issued or effective during the fiscal year have had or are expected to have a material impact on the Company's consolidated financial statements. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination | B. On September 2, 2016, PTF acquired certain assets and assumed certain liabilities of Precise Time and Frequency, Inc. ("PTF Inc.") for cash consideration of $295,000 (the "PTF Acquisition"). The PTF Acquisition was accounted for under the acquisition method of accounting for business combinations pursuant to the provisions of ASC 805, Business Combinations The acquired assets include intellectual property and equipment that will support the Company's strategy to be a broader based supplier of highly engineered products for the generation, synchronization and control of timing and frequency. The intangible assets acquired are being amortized over a weighted average period of ten years. The Company believes this product line will complement the complete line of frequency control products that MtronPTI currently provides. The following is a summary of the preliminary purchase price allocation to the estimated fair values of assets acquired and liabilities assumed in the PTF Acquisition (in thousands): Purchase consideration $ 295 Net assets acquired: Current assets 45 Fixed assets 85 Intangible assets 214 Current liabilities (45 ) Net assets acquired $ 299 Bargain purchase gain $ (4 ) The assets acquired and liabilites assumed by PTF were done through the distressed sale of PTF Inc. and resulted in a bargain purchase gain which is recorded in other income (expense), net in the accompanying consolidated statement of operations for the year ended December 31, 2016. Management estimated the fair value of net assets acquired using valuation techniques including income, cost and market approaches. In estimating the fair value of acquired assets and assumed liabilities, the fair value estimates are based on, but not limited to, expected future revenues and cash flows, expected future growth rates and estimated discount rates. The following table sets forth certain unaudited pro forma information for the year ended December 31, 2016 assuming that the PTF Acquisition occurred prior to January 1, 2016 (in thousands, except per share data): Year Ended December 31, 2016 Historical Pro Forma Adjustments Pro Forma Revenue $ 21,129 $ — $ 21,129 Net income $ 136 $ 25 $ 161 Basic net income per share $ 0.05 $ 0.01 $ 0.06 Diluted net income per share $ 0.05 $ 0.01 $ 0.06 The pro forma adjustments include amortization expense related to the acquired intangible assets and an adjustment to remove acquisition related expenses incurred in 2016 that for pro forma purposes should be reflected in a prior period. The net sales included in the Company's consolidated statement of operations which were generated by the PTF Acquisition from the acquisition closing date of September 2, 2016 through December 31, 2016 was $200,000. The losses included in the Company's consolidated statement of operations derived from the PTF Acquisition's business from the acquisition closing date to December 31, 2016 were ($57,000). Acquisition-related costs are those costs the acquirer incurs to effect a business combination, including advisory, legal, accounting, valuation, and other professional or consulting fees. The Company incurred a total of approximately $38,000 of acquisition-related costs which were charged to engineering, general and administrative expenses during the year ended December 31, 2016. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | C. The Company reduces the value of its inventories to net realizable value when the net realizable value is believed to be less than the cost of the item. The inventory reserve for obsolescence as of December 31, 2017 and 2016 was $1,213,000 and $2,773,000, respectively. During the year ended December 31, 2017, the Company wrote off approximately $1,254,000 in previously reserved obsolete inventory with a zero net realizable value. As a result of being written off, this inventory is no longer included in the Company’s inventory balance or its reserve for obsolescence. December 31, 2017 2016 (in thousands) Raw materials $ 1,526 $ 1,408 Work in process 1,337 1,306 Finished goods 1,012 924 Total Inventories, net $ 3,875 $ 3,638 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | D. As of December 31, 2017 approximately $11,050,000 was invested in a United States Treasury money market fund which is included in cash and cash equivalents on the accompanying balance sheet. Also, as of December 31, 2017, approximately $3,792,000 was invested in a market neutral mutual fund which is included in marketable securities on the accompanying consolidated balance sheets. Amounts invested in the market neutral mutual fund generated $24,000 of investment income during 2017 that is classified as other income, net on the accompanying consolidated statement of operations. As of December 31, 2016 approximately $1,002,000 was invested in a United States Treasury money market fund which is included in cash and cash equivalents on the accompanying consolidated balance sheets, and $2,714,000 was invested in a market neutral mutual fund which is included in marketable securities on the accompanying consolidated balance sheets. These funds are managed by a related entity (the "Fund Manager") which is related through a common director |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | E. On August 4, 2011, the Company's stockholders approved the 2011 Incentive Plan. 500,000 shares of common stock were authorized for issuance under the 2011 Incentive Plan. On June 16, 2016, the Company's stockholders approved the Amended and Restated 2011 Incentive Plan which increased the shares of common stock authorized for issuance to 750,000 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its shareholders. Option awards are generally granted with an exercise price either at or 10% above the market price of the Company's stock at the date of grant; those option awards generally have 5-year contractual terms and generally vest over three years. Restricted stock awards are granted at a value equal to the market price of the Company's common stock on the date of grant. The following table summarizes the inputs to the option valuation model for the options granted during the years ended December 31, 2017 and 2016: 2017 2016 Expected volatility 27% 31% Dividend rate 0% 0% Expected term (in years) 3.55 3.25 – 3.55 Risk-free rate 2.01% 0.92% – 1.49% The Company bases expected volatility on the weighted average historical stock volatility of the Company's common stock. There is no dividend rate, as dividends are not expected to be paid. The expected term utilizes historical data to estimate the period of time that the options are expected to remain unexercised. The Company bases risk-free rates on the U.S. Treasury zero-coupon rates with a remaining term equal to the expected term of the option. The Company records any forfeitures in the period that the shares are forfeited. The following table summarizes information about stock options outstanding and exercisable at December 31, 2017: Number of Shares Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Term (in years) Aggregate Intrinsic Value (in thousands) Option Balances at December 31, 2016 176,344 $ 4.90 $ 1.31 3.4 $ 78 Options Granted 9,541 6.09 1.05 Options Exercised — — — Options Forfeited (4,500 ) 4.01 0.96 Options Expired — — — Option Balances at December 31, 2017 181,385 $ 4.98 $ 1.30 2.4 $ 158 Options Exercisable at December 31, 2017 128,692 $ 5.04 $ 1.41 1.9 $ 113 The weighted-average grant-date fair value of options granted during the years 2017 and 2016 was $1.05 and $1.04, respectively. As of December 31, 2017, there was approximately $45,000 of total unrecognized compensation expense related to unvested share-based compensation arrangements. During the year ended December 31, 2017, the Company issued 10,830 shares with a weighted average grant date fair value of $5.54 per share. These shares were fully vested on the date of issuance. As of December 31, 2017, there were no unvested restricted shares granted under the Amended and Restated 2011 Incentive Plan. The Amended and Restated 2011 Incentive Plan had 416,852 shares remaining available for future issuance at December 31, 2017. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | F. Income Taxes On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “2017 Act”). The 2017 Act significantly changes U.S. corporate income tax law. Among other changes effective in 2017, the 2017 Act requires companies to pay a one-time tax on certain unrepatriated earnings of foreign subsidiaries. The Company calculated the impact of the 2017 Act in its income tax provision for the year ended December 31, 2017 in accordance with its understanding of the 2017 Act and guidance available as of the date of this filing. The Company recognized tax expense of $1,662,000 related to the remeasurement of certain deferred tax assets and liabilities from 34% to 21%. The most material deferred taxes to be remeasured related to inventory reserves, and net operating losses (after reduction for the one-time transition tax) and property, plant and equipment. This tax expense from remeasurement of deferred tax assets had no impact on our effective tax rate as it was completely offset by the Company’s valuation allowance. The Company also recognized provisional tax expense of $565,000 related to the one-time transition tax on the deemed repatriation of foreign earnings. The calculation of the one-time tax is quite complex, requiring determinations of liquid asset balances over three years, determination of foreign earnings and profits (“E&P," a U.S. tax measure) at multiple dates, and multiple other computations. Our provisional calculated tax expense was impacted by cash and other liquid assets taxable at a 15.5% rate and the balance of non-cash E&P taxable at 8%. The one-time transition tax had no impact on our 2017 effective tax rate as it was completely offset by the Company’s valuation allowance. Additional work is necessary to perform a more detailed analysis of historical foreign earnings. Upon gathering all necessary data, interpreting any additional guidance from tax authorities, and completing the analysis, our provisional amount will be adjusted in the measurement period allowable, but in no circumstances will the measurement period extend beyond one year from the enactment date. Income tax provision (benefit) for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 (in thousands) Current: Federal $ — $ — State and local 18 8 Foreign 43 41 Total Current 61 49 Deferred: Federal 1,637 (211 ) State and local 42 267 Foreign 41 55 Total before change in valuation allowance 1,720 111 Change in Valuation Allowance (1,679 ) (325 ) Net Deferred 41 (214 ) Income tax provision (benefit) $ 102 $ (165 ) A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate to income before income taxes is detailed below: 2017 2016 (in thousands) Tax provision (benefit) at expected statutory rate $ 75 $ (8 ) State taxes, net of federal benefit 81 (25 ) Permanent differences 450 6 Credits (106 ) (123 ) Foreign tax expense, and other (381 ) 11 True-up to State NOL — 299 Change in rate 1,662 — Change in valuation allowance (1,679 ) (325 ) Provision (benefit) for income taxes $ 102 $ (165 ) Loss before income taxes from domestic operations was ($65,000) and ($434,000) in 2017 and 2016, respectively. Income before income taxes from foreign operations was $284,000 and $417,000 in 2017 and 2016, respectively. The Company has a total federal NOL carry-forward of $11,333,000 as of December 31, 2017. This federal NOL carry-forward expires through 2037 if not utilized prior to that date. The Company has total state NOL carry-forwards of $16,985,000 as of December 31, 2017. These state NOL carry-forwards expire through 2037 if not utilized prior to that date. The Company has research and development tax credit carry-forwards of approximately $1,515,000 at December 31, 2017 that can be used to reduce future income tax liabilities and expire principally between 2020 and 2038. The Company has foreign tax credit carry-forwards of approximately $727,000 at December 31, 2017 that are available to reduce future U.S. income tax liabilities subject to certain limitations. These foreign tax credit carry-forwards expire at various times between 2018 and 2020. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will or will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable. Based upon the weighting of positive and negative evidence, the Company has determined the results of future operations of one of its foreign subsidiaries will generate enough taxable income that it is more likely than not that deferred tax assets of $173,000 at December 31, 2017, generated from foreign NOL’s, can be utilized in the foreseeable future. The Company has also determined that a full valuation against the remaining net deferred tax assets is required and has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Should a change in circumstances lead to a change in judgment about the ability to realize deferred tax assets in future years, the Company will adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. The Company recognizes interest and/or penalties, if any, related to income tax matters in income tax expense. Deferred income taxes for 2017 and 2016 were provided for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. Tax effects of temporary differences and carry-forwards at December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 Deferred Tax Deferred Tax Asset Liability Asset Liability (in thousands) Inventory reserve $ 325 $ — $ 1,083 $ — Fixed assets — 141 — 151 Other reserves and accruals 133 — 213 — Stock-based compensation 18 — 384 — Undistributed foreign earnings — — — 144 Other — 29 — 56 Tax credit carry-forwards 2,284 — 1,921 — Federal tax loss carry-forwards 2,380 — 3,428 — State tax loss carry-forwards 657 — 627 — Foreign tax loss carry-forwards 173 — 214 — Total deferred income taxes 5,970 $ 170 7,870 $ 351 Valuation allowance (5,627 ) (7,305 ) Net deferred tax assets $ 173 $ 214 The Company will recognize any interest and penalties related to unrecognized tax positions in income tax expense. At the date of adoption of ASC 740, the Company did not have a liability for unrecognized tax positions. In addition, the Company did not record any increases or decreases to its liability for unrecognized tax positions during the years ended December 31, 2017 or 2016. Accordingly, the Company has not accrued for any interest and penalties as of December 31, 2017 or 2016. The Company does not anticipate any change in its liability for unrecognized tax positions over the next fiscal year. The Company files income tax returns in the U.S. federal, various state, Hong Kong and India jurisdictions. The statute of limitations for assessment by the Internal Revenue Service ("IRS") and state tax authorities is open for tax years ended December 31, 2014, 2015 and 2016, although carry-forward attributes that were generated prior to tax year 2014, including NOL carry-forwards and tax credits, may still be adjusted upon examination by the IRS or state tax authorities if they either have been or will be used in a future period. The Company is generally subject to examinations by foreign tax authorities from 2012 to the present. |
CNB Loan
CNB Loan | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
CNB Loan | G. On December 31, 2016, MtronPTI renewed its Loan Agreement (the "CNB Loan Agreement") with City National Bank of Florida ("City National"). The CNB Loan Agreement provides for a revolving line of credit in the amount of $3.0 million (the "CNB Revolver"), which bears interest at a variable rate equal to 30-day LIBOR plus 200 basis points to be set on the first day of each month, and expires on September 30, 2018. The CNB Loan Agreement also provides that MtronPTI will pay City National a fee equal to 0.75% per year on the daily unused amount. The Company's obligations under the CNB Loan Agreement are secured only by cash collateral and do not require any other liens. At December 31, 2017 and December 31, 2016, there was no balance outstanding under the CNB Revolver and no associated restricted cash. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | H. Share Repurchase Program On August 29, 2011, the Board authorized the Company to repurchase up to 100,000 shares of its common stock in accordance with applicable securities laws. This authorization increased the total number of shares authorized and available for repurchase under the Company's existing share repurchase program to 540,000 shares, at such times, amounts and prices as the Company shall deem appropriate. As of December 31, 2017, the Company had repurchased a total of 81,584 shares of common stock at a cost of $580,000, which shares are currently held in treasury. Rights Offering Pursuant to a Registration Statement on Form S-1 (Registration No. 333-218901) under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the SEC on September 5, 2017, the Company distributed, at no charge, to the holders of the Company’s common stock, as of September 5, 2017 three transferable subscription rights for each share of common stock then owned (the “Rights Offering”). Each subscription right entitled the holder to purchase one-fourth of a share of common stock at a subscription price of $5.50 per whole share of common stock. The Rights Offering also included an over-subscription right, which entitled a stockholder who exercised all of their basic subscription rights in full the right to purchase additional shares of common stock that remain unsubscribed at the expiration of the Rights Offering, subject to availability, at the same $5.50 per whole share subscription price. The Company raised total gross proceeds of approximately $11,036,000, and incurred issuance costs of $242,000, which were deducted from the gross proceeds. The Company offered an aggregate of up to 2,006,598 shares of its common stock to its existing shareholders and received subscriptions for a total of 2,897,171 shares of its common stock, including 686,439 shares issued pro rata to shareholders who properly exercised over-subscription rights. The Company estimated the fair value of the subscription rights using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. There is no expected dividend rate. Historical Company information was the basis for expected volatility assumption. The risk-free interest rate is based on the U.S. Treasury zero-coupon rates with a remaining term comparable to the expected term of the subscription rights. The Company estimated the fair value of the subscription rights to be approximately $10,000 at the time of original issuance. The Company then revalued the subscription rights on October 5, 2017 and October 25, 2017 at each time the rights offering was extended, and concluded that the incremental estimated fair value was de minimis. Because retained earnings are in a deficit position for the year ending December 31, 2017, this has been recorded as a debit and credit to additional paid in capital with no net impact. Warrants On August 6, 2013, the Company distributed 12,981,025 warrants to purchase shares of the Company's common stock as a dividend to holders of the Company's common stock on July 29, 2013, the record date for the dividend. Stockholders received five warrants for each share of the Company's common stock owned on the record date. When exercisable, 25 warrants will entitle their holder to purchase one share of the Company's common stock at an exercise price of $7.50 per share (subject to adjustment). The warrants are "European style warrants" and will only become exercisable on the earlier of (i) their expiration date, August 6, 2018, and (ii) such date that the 30-day volume weighted average price per share, or VWAP, of the Company's common stock is greater than or equal to $15.00 (subject to adjustment). Once the warrants become exercisable, they may be exercised in accordance with the terms of the warrant agreement between the Company and the warrant agent until their expiration at 5:00 p.m., Eastern Time, on the expiration date. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | I. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value guidance identifies three primary valuation techniques: the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts such as cash flows or earnings, to a single present amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The maximization of observable inputs and the minimization of the use of unobservable inputs are required. Classification within the fair value hierarchy is based upon the objectivity of the inputs that are significant to the valuation of an asset or liability as of the measurement date. The three levels within the fair value hierarchy are characterized as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect the Company's own assumptions about what market participants would use to price the asset or liability. These inputs may include internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment. Assets To estimate the market value of its marketable securities, the Company obtains current market pricing from quoted market sources or uses pricing for identical securities. Assets measured at fair value on a recurring basis are summarized below. (in thousands) Level 1 Level 2 Level 3 Total December 31, 2017 Marketable Securities (equity securities) $ 3,803 $ — $ — $ 3,803 U.S. Treasury securities (cash equivalents) $ 11,866 $ — $ — $ 11,866 (in thousands) (Level 1) (Level 2) (Level 3) Total December 31, 2016 Marketable Securities (equity securities) $ 2,770 $ — $ — $ 2,770 U.S. Treasury securities (cash equivalents) $ 1,002 $ — $ — $ 1,002 There were no transfers to or from level 2 to level 3 during the reporting period. The Company reviews goodwill annually and the carrying value of long-lived assets whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to estimated recoverable value. During the fourth quarter of 2017, the Company determined that its note receivable included within “Other assets” in the financial statements was impaired, and wrote the balance down by $102,000 to its net recoverable value of $101,000. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | J. Employee Benefit Plans The Company offers a defined contribution plan for eligible employees, in which the Company makes discretionary contributions up to 50% of the first 6% of eligible compensation contributed by participants. The Company contributed approximately $116,000 and $107,000 in discretionary contributions during 2017 and 2016, respectively. Participants vest in employer contributions starting after their second year of service at 20% increments, vesting 100% in year six. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | K. In the normal course of business, the Company and its subsidiaries may become defendants in certain product liability, patent infringement, worker claims and other litigation. The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. The Company is not involved in any legal proceedings other than routine litigation arising in the normal course of business, none of which the Company believes will have a material adverse effect on the Company's business, financial condition or results of operations. Rent Expense Rent expense under operating leases was $285,000 and $249,000 for the years ended December 31, 2017 and 2016, respectively. The Company leases certain property and equipment, including warehousing, and sales and distribution equipment, under operating leases that extend from one to two years. Certain of these leases have renewal options. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | L. The Company has identified two reportable business segments from operations: electronic components, which includes all products manufactured and sold by MtronPTI, and electronic instruments, which includes all products manufactured and sold by PTF. The Company's foreign operations in Hong Kong and India exist under MtronPTI. Operating income (loss) is equal to revenues less cost of sales and operating expenses, excluding investment income, interest expense, and income taxes. Identifiable assets of the segment are those used in its operations and exclude general corporate assets. General corporate assets are principally cash and cash equivalents, short-term investments and certain other investments and receivables. Years Ended December 31, 2017 2016 (in thousands) Revenues from Operations Electronic components $ 21,516 $ 20,691 Electronic instruments 886 200 Total consolidated revenues $ 22,402 $ 20,891 Operating Income (Loss) from Operations Electronic components $ 1,260 $ 1,011 Electronic instruments 56 (61 ) Unallocated corporate expense (1,040 ) (1,111 ) Consolidated total operating income (loss) 276 (161 ) Interest expense, net (11 ) (22 ) Other (expense) income, net (46 ) 166 Total other (expense) income (57 ) 144 Income (loss) Before Income Taxes $ 219 $ (17 ) Capital Expenditures Electronic components $ 131 $ 162 Electronic instruments — — General corporate — 10 Total capital expenditures $ 131 $ 172 Total Assets Electronic components $ 11,899 $ 9,015 Electronic instruments 811 531 General corporate 14,845 7,100 Consolidated total assets $ 27,555 $ 16,646 |
Domestic and Foreign Revenues
Domestic and Foreign Revenues | 12 Months Ended |
Dec. 31, 2017 | |
Revenues [Abstract] | |
Domestic and Foreign Revenues | M. For the years ended December 31, 2017 and 2016, domestic revenues were $16,090,000 and $14,893,000, respectively, and foreign revenues were $6,313,000 and $5,998,000, respectively. Significant foreign revenues from operations (10% or more of foreign sales) were as follows: Years Ended December 31, 2017 2016 (in thousands) Malaysia $ 3,038 $ 3,240 All other foreign countries 3,275 2,758 Total foreign revenues $ 6,313 $ 5,998 The Company allocates its foreign revenue based on the customer's ship-to location. |
Accounting And Reporting Poli21
Accounting And Reporting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization | Organization The LGL Group, Inc. (the "Company"), incorporated in 1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in 2007, is a holding company with subsidiaries engaged in the design, manufacturing and marketing of highly-engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits and in the design of high performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications. As of December 31, 2017, the subsidiaries of the Company are as follows: Owned By The LGL Group, Inc. M-tron Industries, Inc. 100.0 % Piezo Technology, Inc. 100.0 % Piezo Technology India Private Ltd. 99.0 % M-tron Asia, LLC 100.0 % M-tron Industries, Ltd. 100.0 % GC Opportunities Ltd. 100.0 % M-tron Services, Ltd. 100.0 % Precise Time and Frequency, LLC 100.0 % Lynch Systems, Inc. 100.0 % The Company operates through its two principal subsidiaries, M-tron Industries, Inc. ("MtronPTI"), which includes the operations of Piezo Technology, Inc. ("PTI") and M-tron Asia, LLC ("Mtron"), and Precise Time and Frequency, LLC ("PTF"), a newly formed subsidiary in 2016, to hold the assets of Precise Time and Frequency, Inc., as discussed in Note B below. The Company has operations in Orlando, Florida, Yankton, South Dakota, Wakefield, Massachusetts and Noida, India. MtronPTI also has sales offices in Sacramento, California, Austin, Texas and Hong Kong. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and entities for which it has control. Material intercompany transactions and accounts have been eliminated in consolidation. |
Uses of Estimates | Uses of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles ("GAAP") requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly-liquid investments with a maturity of less than three months when purchased. |
Marketable Securities | Marketable Securities Marketable debt and equity securities are categorized as available for-sale-securities and are reported at fair value. Unrealized gains and losses related to changes in the fair value of available-for-sale securities are recognized in accumulated other comprehensive income (loss) within stockholders' equity. |
Accounts Receivable | Accounts Receivable Accounts receivable, on a consolidated basis, consists principally of amounts due from both domestic and foreign customers. Credit is extended based on an evaluation of the customer's financial condition and collateral is not required. In relation to export sales, the Company requires letters of credit supporting a significant portion of the sales price prior to production to limit exposure to credit risk. Certain credit sales are made to industries that are subject to cyclical economic changes. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. These allowances are maintained at a level that management believes is sufficient to cover potential credit losses. Estimates are based on historical collection experience, current trends, credit policy and the relationship between accounts receivable and revenues. In determining these estimates, the Company examines historical write-offs of its receivables and reviews each customer's account to identify any specific customer collection issues. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payment, additional allowances might be required. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value using the FIFO (first-in, first-out) method. The Company maintains a reserve for inventory based on estimated losses that result from inventory that becomes obsolete or for which the Company has excess inventory levels as of period end. In determining these estimates, the Company performs an analysis on current demand and usage for each inventory item over historical time periods. Based on that analysis, the Company reserves a percentage of the inventory amount within each time period based on historical demand and usage patterns of specific items in inventory. |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost less accumulated depreciation and include expenditures for major improvements. Maintenance and repairs are charged to operations as incurred. Depreciation is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range from 5 years to 35 years for buildings and improvements, and from 3 to 10 years for other fixed assets. Property, plant and equipment are periodically reviewed for indicators of impairment. If any such indicators were noted, the Company would assess the appropriateness of the assets' carrying value and record any impairment at that time. Depreciation expense from operations was approximately $567,000 for 2017 and $704,000 for 2016. |
Warranties | Warranties The Company offers a standard one-year warranty. The Company tests its products prior to shipment in order to ensure that they meet each customer's requirements based upon specifications received from each customer at the time its order is received and accepted. The Company's customers may request to return products for various reasons, including, but not limited to, the customers' belief that the products are not performing to specification. The Company's return policy states that it will accept product returns only with prior authorization and if the product does not meet customer specifications, in which case the product would be replaced or repaired. To accommodate the Company's customers, each request for return is reviewed, and if and when it is approved, a return materials authorization ("RMA") is issued to the customer. Each month, the Company records a specific warranty reserve for approved RMAs covering products that have not yet been returned. The Company does not maintain a general warranty reserve because, historically, valid warranty returns resulting from a product not meeting specifications or being non-functional have been de minimis. As of December 31, 2017 and 2016, accrued warranty expense was $10,000 and $80,000, respectively, and is included within other accrued expenses in the accompanying consolidated balance sheets. |
Intangible Assets | Intangible Assets Intangible assets are recorded at cost less accumulated amortization. Amortization is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range up to 10 years. The intangible assets consist of intellectual property and goodwill. The net carrying value of the amortizable intangible assets was $512,000 and $588,000 as of December 31, 2017 and 2016, respectively. Goodwill, which is not amortizable, was $40,000 as of December 31, 2017 and 2016. The estimated aggregate amortization expense for intangible assets, excluding goodwill, for each of the remaining years of the estimated useful life is as follows (in thousands): 2018 $ 75 2019 75 2020 75 2021 75 2022 75 Thereafter 137 Total $ 512 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of its products in accordance with the criteria in Accounting Standards Codification ("ASC") 605, Revenue Recognition, which are: • persuasive evidence that an arrangement exists; • delivery has occurred; • the seller's price to the buyer is fixed and determinable; and • collectability is reasonably assured. The Company meets these conditions upon shipment because title and risk of loss passes to the customer at that time. However, the Company offers a limited right of return and/or authorized price protection provisions in its agreements with certain electronic component distributors who resell the Company's products to original equipment manufacturers or electronic manufacturing services companies. As a result, the Company estimates and records a reserve for future returns and other charges against revenue at the time of shipment consistent with the terms of sale. The reserve is estimated based on historical experience with each respective distributor. The Company recognizes revenue related to transactions with a right of return and/or authorized price protection provisions when the following conditions are met: • seller's price to the buyer is fixed or determinable at the date of sale; • buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product; • buyer's obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product; • buyer acquiring the product for resale has economic substance apart from that provided by the seller; • seller does not have obligations for future performance; and • the amount of future returns can be reasonably estimated. |
Shipping Costs | Shipping Costs Amounts billed to customers related to shipping and handling are classified as revenue, and the Company's shipping and handling costs are included in manufacturing cost of sales. |
Research and Development Costs | Research and Development Costs Research and development costs are charged to operations as incurred. Such costs were approximately $1,827,000 and $1,906,000 in 2017 and 2016, respectively, and are included within engineering, selling and administrative expenses. |
Advertising Expense | Advertising Expense Advertising costs are charged to operations as incurred. Such costs were approximately $18,000 in 2017, compared with $50,000 in 2016, and are included within engineering, selling and administrative expenses. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee services in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the requisite service period, typically the vesting period. The Company estimates the fair value of stock options on the grant date using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. There is no expected dividend rate. Historical Company information was the basis for the expected volatility assumption as the Company believes that the historical volatility over the life of the option is indicative of expected volatility in the future. The risk-free interest rate is based on the U.S. Treasury zero-coupon rates with a remaining term equal to the expected term of the option. The Company records any forfeitures in the period that the shares are forfeited. Restricted stock awards are made at a value equal to the market price of the Company's common stock on the date of the grant. |
Earnings Per Share | Earnings Per Share The Company computes earnings per share in accordance with ASC 260, Earnings Per Share. For the years ended December 31, 2017 and 2016, there were options to purchase 42,676 shares and 166,996 shares, respectively, of common stock and warrants to purchase 519,241 shares of common stock that were excluded from the diluted earnings per share computation because the impact of the assumed exercise of such stock options or warrants would have been anti-dilutive. Years Ended December 31, 2017 2016 Weighted average shares outstanding - basic 2,929,641 2,665,043 Effect of diluted securities 105,463 687 Weighted average shares outstanding - diluted 3,035,104 2,665,730 |
Income Taxes | Income Taxes The Company's deferred income tax assets represent (a) temporary differences between the financial statement carrying amount and the tax basis of existing assets and liabilities that will result in deductible amounts in future years, and (b) the tax effects of net operating loss carry-forwards. In assessing the realizability of deferred tax assets in accordance with the provisions of ASC 740, Income Taxes The Company has determined the results of future operations of one of its foreign subsidiaries will generate enough taxable income that it is more likely than not that deferred tax assets of $173,000 generated from net operating losses (“NOL’s”) in a foreign subsidiary, can be utilized in the foreseeable future. The Company has also determined that a full valuation against the remaining net deferred tax assets is required and has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. Should a change in circumstances lead to a change in judgment about the ability to realize deferred tax assets in future years, the Company will adjust related valuation allowances in the period that the change in circumstances occurs, along with a corresponding increase or charge to income. The Company recognizes interest and/or penalties, if any, related to income tax matters in income tax expense. |
Concentration Risk | Concentration Risk In 2017, the Company's largest customer, an electronics contract manufacturing company in the aerospace and defense markets, accounted for $3,744,000, or 16.7% of the Company's total revenues, compared to $3,275,000, or 15.7%, in 2016. A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of December 31, 2017, four of the Company's largest customers accounted for approximately $1,100,000, or 32.0% of accounts receivable. As of December 31, 2016, four of the Company's largest customers accounted for approximately $1,242,000, or 35.1% of accounts receivable. The Company carefully evaluates the creditworthiness of its customers in deciding to extend credit, and utilizes letters of credit to further limit credit risk for export sales. As a result of these policies, the Company has experienced very low historical bad debt expense and believes the related risk to be minimal. At various times throughout the year and at December 31, 2017, some deposits held at financial institutions were in excess of federally insured limits. The Company has not experienced any losses related to these balances and believes the related risk to be minimal. |
Segment Information | Segment Information The Company reports segment information in accordance with ASC 280, Segment Information |
Impairments of Long-Lived Assets | Impairments of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Long-lived assets are grouped with other assets to the lowest level to which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Management assesses the recoverability of the carrying cost of the assets based on a review of projected undiscounted cash flows. If an asset is held for sale, management reviews its estimated fair value less cost to sell. Fair value is determined using pertinent market information, including appraisals or broker's estimates, and/or projected discounted cash flows. In the event an impairment loss is identified, it is recognized based on the amount by which the carrying value exceeds the estimated fair value of the long-lived asset. |
Financial Instruments | Financial Instruments Cash and cash equivalents, trade accounts receivable, short-term borrowings, trade accounts payable, and accrued expenses are carried at cost, which approximates fair value due to the short-term maturity of these instruments. |
Foreign Currency Translation | Foreign Currency Translation The assets and liabilities of international operations are re-measured at the exchange rates in effect at the balance sheet date for monetary assets and liabilities and at historical rates for non-monetary assets and liabilities, with the related re-measurement gains or losses reported within the consolidated statement of operations. The results of international operations are re-measured at the monthly average exchange rates. The Company's foreign subsidiaries and respective operations' functional currency is the U.S. dollar. The Company has determined this based upon the majority of transactions with customers as well as inter-company transactions and parental support being based in U.S. dollars. The Company has recognized a re-measurement gain of $22,000 and a re-measurement loss of $(2,000), in 2017 and 2016, respectively, which is included within other income, net in the consolidated statements of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the "FASB") issued ASU 2017-04, "Intangibles – Goodwill and Other – (Topic 350): Simplifying the Test for Goodwill Impairment". ASU 2017-04 simplifies the accounting for goodwill impairment by removing the requirement to calculate the implied fair value. Instead, it requires that an entity records an impairment charge based on the excess of a reporting unit's carrying amount over its fair value. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. ASU 2016-15 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company implemented this ASU 2017-04 during the fourth quarter and effective for its fiscal year ended December 31, 2017, on a prospective basis. In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows – (Topic 230): Classification of Certain Cash Receipts and Cash Payments". ASU 2016-15 addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 is effective for fiscal years, and for interim periods within those years, beginning after December 15, 2017. Early application is permitted. The Company implemented this ASU 2016-15 effective for its fiscal year ended December 31, 2017, using the retrospective transition method to each period presented. No changes were required as none of the eight specific cash flow issues addressed by ASU 2016-15 were applicable to the Company for the periods presented. In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation (Topic 718): Improvements to Employee Share–Based Payment Accounting". ASU 2016-09 simplifies the accounting for share–based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016. The Company implemented the requirements of ASU 2016-09 effective for its fiscal year ended December 31, 2017, with no impact to the financial statements, as there were no prior transactions to which the modified retrospective transition method by means of a cumulative-effect adjustment to equity would have applied. In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)". The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those annual periods and is to be applied utilizing a modified retrospective approach. The Company does not expect the adoption of ASU 2016-02 to have a material impact on its consolidated financial statements because there are no material operating leases. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Recognition and Measurement of Financial Assets and Financial Liabilities (Topic 825)". ASU 2016-01 revises the classification and measurement of investments in certain equity investments and the presentation of certain fair value changes for certain financial liabilities measured at fair value. ASU 2016-01 requires the change in fair value of many equity investments to be recognized in net income. ASU 2016-01 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. Adopting ASU 2016-01 will result in a cumulative effect adjustment to the Company's retained earnings as of the beginning of the year of adoption. The Company is currently evaluating the potential effects of adopting the provisions of ASU 2016-01. In November 2015, the FASB issued ASU 2015-17 "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes", which simplifies the presentation of deferred income taxes. Under the new accounting standard, deferred tax assets and liabilities are required to be classified as noncurrent, eliminating the prior requirement to separate deferred tax assets and liabilities into current and noncurrent. The new guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, with early adoption permitted. The standard may be adopted prospectively or retrospectively to all periods presented. The Company adopted this guidance effective for its fiscal year ended December 31, 2017, on a retrospective basis, with only a limited effect on its balance sheet classification and disclosures. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory”, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis. The Company adopted ASU 2015-11 effective January 1, 2017. The adoption of this guidance did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers", also known as the "New Revenue Standard". This update is the result of a collaborative effort by the FASB and the International Accounting Standards Board to simplify revenue recognition guidance, remove inconsistencies in the application of revenue recognition, and to improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to receive for those goods or services. The New Revenue Standard is applied through the following five-step process: 1. Identify the contract(s) with a customer. 2. Identify the performance obligation in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognize revenue when (or as) the entity satisfies a performance obligation. For a public entity, this update is effective for annual and interim reporting periods beginning after December 15, 2017 with early adoption permitted. This standard can be applied on either a retrospective or modified retrospective approach. Since May, 2014, a number of ASU's have been issued which further refine the original guidance issued under ASU 2014-09 and are effective in conjunction with this original standard. The Company established an implementation approach to assess the impact of the new revenue guidance on its operations, consolidated financial statements and related disclosures. This assessment included (1) performing contract analyses for each revenue stream identified, (2) assessing the noted differences in recognition and measurement that may result from adopting this new standard, (3) performing detailed analyses of contracts with large customers, and (4) performing transaction level testing for consistency with contract provisions that affect revenue recognition. The Company evaluated the potential impacts of the new standard on its existing revenue recognition policies and procedures during the fiscal year ended December 31, 2017, and determined that the Company’s performance obligations are met at shipping point, with no other material obligations. The Company further determined that returns are immaterial, its warranty terms are consistent, and consignment inventory is accounted for appropriately. The Company also determined that there were no incremental disaggregated revenue disclosures required in our consolidated financial statements. Based on the results of the evaluation, adoption of the new standard will not have a material impact on our consolidated financial statements. The New Revenue Standard became effective for us on January 1, 2018 and was applied on a retrospective basis, with no cumulative effect of adoption to any of the financial statement line items. No other new accounting pronouncements issued or effective during the fiscal year have had or are expected to have a material impact on the Company's consolidated financial statements. |
Business Combination (Policies)
Business Combination (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination | On September 2, 2016, PTF acquired certain assets and assumed certain liabilities of Precise Time and Frequency, Inc. ("PTF Inc.") for cash consideration of $295,000 (the "PTF Acquisition"). The PTF Acquisition was accounted for under the acquisition method of accounting for business combinations pursuant to the provisions of ASC 805, Business Combinations |
Accounting And Reporting Poli23
Accounting And Reporting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Subsidiaries of the Company | As of December 31, 2017, the subsidiaries of the Company are as follows: Owned By The LGL Group, Inc. M-tron Industries, Inc. 100.0 % Piezo Technology, Inc. 100.0 % Piezo Technology India Private Ltd. 99.0 % M-tron Asia, LLC 100.0 % M-tron Industries, Ltd. 100.0 % GC Opportunities Ltd. 100.0 % M-tron Services, Ltd. 100.0 % Precise Time and Frequency, LLC 100.0 % Lynch Systems, Inc. 100.0 % |
Future Amortization Expense of Finite-Lived Intangible Assets | The estimated aggregate amortization expense for intangible assets, excluding goodwill, for each of the remaining years of the estimated useful life is as follows (in thousands): 2018 $ 75 2019 75 2020 75 2021 75 2022 75 Thereafter 137 Total $ 512 |
Reconciliation of Basic to Diluted Weighted Average Shares Outstanding | Years Ended December 31, 2017 2016 Weighted average shares outstanding - basic 2,929,641 2,665,043 Effect of diluted securities 105,463 687 Weighted average shares outstanding - diluted 3,035,104 2,665,730 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following is a summary of the preliminary purchase price allocation to the estimated fair values of assets acquired and liabilities assumed in the PTF Acquisition (in thousands): Purchase consideration $ 295 Net assets acquired: Current assets 45 Fixed assets 85 Intangible assets 214 Current liabilities (45 ) Net assets acquired $ 299 Bargain purchase gain $ (4 ) |
Certain Unaudited Pro Forma Information | The following table sets forth certain unaudited pro forma information for the year ended December 31, 2016 assuming that the PTF Acquisition occurred prior to January 1, 2016 (in thousands, except per share data): Year Ended December 31, 2016 Historical Pro Forma Adjustments Pro Forma Revenue $ 21,129 $ — $ 21,129 Net income $ 136 $ 25 $ 161 Basic net income per share $ 0.05 $ 0.01 $ 0.06 Diluted net income per share $ 0.05 $ 0.01 $ 0.06 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, 2017 2016 (in thousands) Raw materials $ 1,526 $ 1,408 Work in process 1,337 1,306 Finished goods 1,012 924 Total Inventories, net $ 3,875 $ 3,638 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of inputs to option valuation model for options granted | The following table summarizes the inputs to the option valuation model for the options granted during the years ended December 31, 2017 and 2016: 2017 2016 Expected volatility 27% 31% Dividend rate 0% 0% Expected term (in years) 3.55 3.25 – 3.55 Risk-free rate 2.01% 0.92% – 1.49% |
Information about stock options outstanding and exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 2017: Number of Shares Outstanding Weighted Average Exercise Price Weighted Average Grant Date Fair Value Weighted Average Remaining Term (in years) Aggregate Intrinsic Value (in thousands) Option Balances at December 31, 2016 176,344 $ 4.90 $ 1.31 3.4 $ 78 Options Granted 9,541 6.09 1.05 Options Exercised — — — Options Forfeited (4,500 ) 4.01 0.96 Options Expired — — — Option Balances at December 31, 2017 181,385 $ 4.98 $ 1.30 2.4 $ 158 Options Exercisable at December 31, 2017 128,692 $ 5.04 $ 1.41 1.9 $ 113 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Tax effects of temporary differences and carry-forwards | Income tax provision (benefit) for the years ended December 31, 2017 and 2016 is as follows: 2017 2016 (in thousands) Current: Federal $ — $ — State and local 18 8 Foreign 43 41 Total Current 61 49 Deferred: Federal 1,637 (211 ) State and local 42 267 Foreign 41 55 Total before change in valuation allowance 1,720 111 Change in Valuation Allowance (1,679 ) (325 ) Net Deferred 41 (214 ) Income tax provision (benefit) $ 102 $ (165 ) |
Provision (benefit) for income taxes | A reconciliation of the provision (benefit) for income taxes and the amount computed by applying the statutory federal income tax rate to income before income taxes is detailed below: 2017 2016 (in thousands) Tax provision (benefit) at expected statutory rate $ 75 $ (8 ) State taxes, net of federal benefit 81 (25 ) Permanent differences 450 6 Credits (106 ) (123 ) Foreign tax expense, and other (381 ) 11 True-up to State NOL — 299 Change in rate 1,662 — Change in valuation allowance (1,679 ) (325 ) Provision (benefit) for income taxes $ 102 $ (165 ) |
Reconciliation of provision (benefit) for income taxes | Deferred income taxes for 2017 and 2016 were provided for the temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities. Tax effects of temporary differences and carry-forwards at December 31, 2017 and 2016 were as follows: December 31, 2017 December 31, 2016 Deferred Tax Deferred Tax Asset Liability Asset Liability (in thousands) Inventory reserve $ 325 $ — $ 1,083 $ — Fixed assets — 141 — 151 Other reserves and accruals 133 — 213 — Stock-based compensation 18 — 384 — Undistributed foreign earnings — — — 144 Other — 29 — 56 Tax credit carry-forwards 2,284 — 1,921 — Federal tax loss carry-forwards 2,380 — 3,428 — State tax loss carry-forwards 657 — 627 — Foreign tax loss carry-forwards 173 — 214 — Total deferred income taxes 5,970 $ 170 7,870 $ 351 Valuation allowance (5,627 ) (7,305 ) Net deferred tax assets $ 173 $ 214 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Assets measured at fair value on recurring basis | Assets measured at fair value on a recurring basis are summarized below. (in thousands) Level 1 Level 2 Level 3 Total December 31, 2017 Marketable Securities (equity securities) $ 3,803 $ — $ — $ 3,803 U.S. Treasury securities (cash equivalents) $ 11,866 $ — $ — $ 11,866 (in thousands) (Level 1) (Level 2) (Level 3) Total December 31, 2016 Marketable Securities (equity securities) $ 2,770 $ — $ — $ 2,770 U.S. Treasury securities (cash equivalents) $ 1,002 $ — $ — $ 1,002 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Operating income (loss) | Years Ended December 31, 2017 2016 (in thousands) Revenues from Operations Electronic components $ 21,516 $ 20,691 Electronic instruments 886 200 Total consolidated revenues $ 22,402 $ 20,891 Operating Income (Loss) from Operations Electronic components $ 1,260 $ 1,011 Electronic instruments 56 (61 ) Unallocated corporate expense (1,040 ) (1,111 ) Consolidated total operating income (loss) 276 (161 ) Interest expense, net (11 ) (22 ) Other (expense) income, net (46 ) 166 Total other (expense) income (57 ) 144 Income (loss) Before Income Taxes $ 219 $ (17 ) Capital Expenditures Electronic components $ 131 $ 162 Electronic instruments — — General corporate — 10 Total capital expenditures $ 131 $ 172 Total Assets Electronic components $ 11,899 $ 9,015 Electronic instruments 811 531 General corporate 14,845 7,100 Consolidated total assets $ 27,555 $ 16,646 |
Domestic and Foreign Revenues (
Domestic and Foreign Revenues (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Revenues [Abstract] | |
Significant foreign revenues from operations | For the years ended December 31, 2017 and 2016, domestic revenues were $16,090,000 and $14,893,000, respectively, and foreign revenues were $6,313,000 and $5,998,000, respectively. Significant foreign revenues from operations (10% or more of foreign sales) were as follows: Years Ended December 31, 2017 2016 (in thousands) Malaysia $ 3,038 $ 3,240 All other foreign countries 3,275 2,758 Total foreign revenues $ 6,313 $ 5,998 The Company allocates its foreign revenue based on the customer's ship-to location. |
Accounting And Reporting Poli31
Accounting And Reporting Policies (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)CustomerSegmentshares | Dec. 31, 2016USD ($)Customershares | |
Property, Plant and Equipment, Net [Abstract] | ||
Depreciation expense | $ 567 | $ 704 |
Standard Product Warranty Disclosure [Abstract] | ||
Term of warranty | 1 year | |
Accrued Warranty Expense | $ 10 | 80 |
Intangible Assets [Abstract] | ||
Intangible assets carrying value | 512 | 588 |
Goodwill | 40 | 40 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2,018 | 75 | |
2,019 | 75 | |
2,020 | 75 | |
2,021 | 75 | |
2,022 | 75 | |
Thereafter | 137 | |
Total | 512 | 588 |
Research and Development Costs [Abstract] | ||
Research and development costs | 1,827 | 1,906 |
Advertising Expense [Abstract] | ||
Advertising costs | $ 18 | $ 50 |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Weighted average shares outstanding - basic | shares | 2,929,641 | 2,665,043 |
Effect of diluted securities | shares | 105,463 | 687 |
Weighted average shares outstanding - diluted | shares | 3,035,104 | 2,665,730 |
Income Taxes [Abstract] | ||
Deferred tax assets | $ 173 | $ 214 |
Concentration Risk [Line Items] | ||
Revenue concentration greater than 10% | $ 22,402 | 20,891 |
Segment Reporting Information [Line Items] | ||
Number of identified reportable segments | Segment | 2 | |
Foreign Currency Translation [Abstract] | ||
Re-measurement loss | $ 22 | (2) |
Revenues [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Revenue concentration greater than 10% | $ 3,744 | $ 3,275 |
Concentration risk, percentage | 16.70% | 15.70% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk, percentage | 32.00% | 35.10% |
Accounts receivable | $ 1,100 | $ 1,242 |
Number of large customers | Customer | 4 | 4 |
Foreign NOLs [Member] | ||
Income Taxes [Abstract] | ||
Deferred tax assets | $ 173 | |
Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities excluded from the diluted earnings per share computation (in shares) | shares | 42,676 | 166,996 |
Warrant [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Securities excluded from the diluted earnings per share computation (in shares) | shares | 519,241 | 519,241 |
Maximum [Member] | ||
Intangible Assets [Abstract] | ||
Estimated useful life of intangible assets | 10 years | |
Buildings and Improvements [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, Plant and Equipment, Useful Life | 5 years | |
Buildings and Improvements [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, Plant and Equipment, Useful Life | 35 years | |
Other Fixed Assets [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Other Fixed Assets [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Net [Abstract] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
M-tron Industries, Inc. [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Piezo Technology, Inc. [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Piezo Technology India Private Ltd. [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 99.00% | |
M-tron Asia LLC [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% | |
M-tron Industries, Ltd. [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% | |
GC Opportunities Ltd. [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% | |
M-tron Services Ltd [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Precise Time and Frequenc, LLC [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Lynch Systems, Inc. [Member] | ||
Subsidiaries of the entity, by ownership percentage [Abstract] | ||
Owned by The LGL Group, Inc. | 100.00% |
Business Combination (Details)
Business Combination (Details) - USD ($) | Sep. 02, 2016 | Dec. 31, 2017 | Dec. 31, 2016 |
PTF Acquisition [Abstract] | |||
Date of acquisition | Sep. 2, 2016 | ||
Cash consideration paid | $ 295,000 | $ 295,000 | |
Weighted average useful life of acquired intangible assets | 10 years | ||
Revenues from operations | $ 22,402,000 | 20,891,000 | |
Assets Acquired and Liabilities Assumed [Abstract] | |||
Cash consideration paid | $ 295,000 | 295,000 | |
Net assets acquired: | |||
Current assets | 45,000 | 45,000 | |
Current liabilities | (45,000) | ||
Net assets acquired | 299,000 | ||
Bargain purchase gain | (4,000) | (4,000) | |
Income (Loss) [Member] | |||
PTF Acquisition [Abstract] | |||
Loss attributable to acquisition | (57,000) | ||
General and Administrative Expense [Member] | |||
PTF Acquisition [Abstract] | |||
Acquistion costs | 38,000 | ||
PTF Inc. [Member] | |||
Net assets acquired: | |||
Fixed assets | 85,000 | ||
Intangible assets | $ 214,000 | ||
Historical [Abstract] | |||
Historical revenue | 21,129,000 | ||
Historical net income (loss) | $ 136,000 | ||
Historical basic net income (loss) per share | $ 0.05 | ||
Historical diluted net income (loss) per share | $ 0.05 | ||
Pro Forma Adjustments [Abstract] | |||
Revenue | $ 0 | ||
Net income (loss) | $ 25,000 | ||
Basic net income (loss) per share (in dollars per share) | $ 0.01 | ||
Diluted net income (loss) per share (in dollars per share) | $ 0.01 | ||
Pro Forma [Abstract] | |||
Revenue | $ 21,129,000 | ||
Net income (loss) | $ 161,000 | ||
Basic net income (loss) per share (in dollars per share) | $ 0.06 | ||
Diluted net income (loss) per share (in dollars per share) | $ 0.06 | ||
PTF Inc. [Member] | Sales [Member] | |||
PTF Acquisition [Abstract] | |||
Revenues from operations | $ 200,000 |
Inventories (Details)
Inventories (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Classification of inventories [Abstract] | ||
Inventory reserve for obsolescence | $ 1,213,000 | $ 2,773,000 |
Inventory wrote off | 1,254,000 | |
Inventory net realizable value | 0 | |
Raw materials | 1,526,000 | 1,408,000 |
Work in process | 1,337,000 | 1,306,000 |
Finished goods | 1,012,000 | 924,000 |
Total Inventories, net | $ 3,875,000 | $ 3,638,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Amount invested in Mutual Fund | $ 3,792 | $ 2,714 |
Amount invested in United States Treasury money market funds | $ 11,050 | $ 1,002 |
Percentage of stockholders controlling a related party | 10.00% | 10.00% |
Other Income [Member] | ||
Related Party Transaction [Line Items] | ||
Investment income generated from mutual funds | $ 24 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Jun. 16, 2016 | Aug. 04, 2011 | |
Inputs to option valuation model for options granted [Abstract] | ||||
Expected volatility | 27.00% | 31.00% | ||
Dividend rate | 0.00% | 0.00% | ||
Expected term (in years) | 3 years 6 months 18 days | |||
Risk-free rate | 2.01% | |||
Number of Shares Outstanding [Roll Forward] | ||||
Option Balances, beginning of period (in shares) | 176,344 | |||
Options Granted (in shares) | 9,541 | |||
Options Forfeited (in shares) | (4,500) | |||
Option Balances, end of period (in shares) | 181,385 | 176,344 | ||
Options Exercisable end of period (in shares) | 128,692 | |||
Options, weighted average exercise price [Roll Forward] | ||||
Option Balances, beginning of period (in dollars per share) | $ 4.90 | |||
Options Granted (in dollars per share) | 6.09 | |||
Options Forfeited (in dollars per share) | 4.01 | |||
Option Balances, end of period (in dollars per share) | 4.98 | $ 4.90 | ||
Options Exercisable, end of period (in dollars per share) | 5.04 | |||
Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Option Balances, beginning of period | 1.31 | |||
Options Granted | 1.05 | |||
Options Forfeited | 0.96 | |||
Option Balances, end of period | 1.30 | $ 1.31 | ||
Options Exercisable, end of period | $ 1.41 | |||
Options, additional disclosures [Abstract] | ||||
Aggregate intrinsic value, outstanding, beginning of period | $ 78,000 | |||
Aggregate intrinsic value, granted | 0 | |||
Aggregate intrinsic value, exercised | 0 | |||
Aggregate intrinsic value, forfeited | 0 | |||
Aggregate intrinsic value, expired | 0 | |||
Aggregate intrinsic value, outstanding, end of period | 158,000 | $ 78,000 | ||
Aggregate intrinsic value, exercisable, end of period | $ 113,000 | |||
Weighted average years remaining, outstanding | 2 years 4 months 24 days | 3 years 4 months 24 days | ||
Weighted average years remaining, exercisable, end of period | 1 year 10 months 25 days | |||
Restricted stock, weighted average grant date fair value per share [Roll Forward] | ||||
Shares issued with weighted average grant date fair value | 10,830 | |||
Weighted average grant date fair value of fully vested shares | $ 5.54 | |||
Minimum [Member] | ||||
Inputs to option valuation model for options granted [Abstract] | ||||
Expected term (in years) | 3 years 2 months 30 days | |||
Risk-free rate | 0.92% | |||
Maximum [Member] | ||||
Inputs to option valuation model for options granted [Abstract] | ||||
Expected term (in years) | 3 years 6 months 18 days | |||
Risk-free rate | 1.49% | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of options either at or above market price | 10.00% | |||
Term of award | 5 years | |||
Vesting period of award | 3 years | |||
Weighted Average Grant Date Fair Value [Roll Forward] | ||||
Options Granted | $ 1.05 | $ 1.04 | ||
Restricted stock, weighted average grant date fair value per share [Roll Forward] | ||||
Unrecognized compensation expense | $ 45,000 | |||
2011 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance (in shares) | 750,000 | 500,000 | ||
Restricted stock, weighted average grant date fair value per share [Roll Forward] | ||||
Number of shares remaining available for future issuance (in shares) | 416,852 | |||
2011 Incentive Plan [Member] | Restricted Stock [Member] | ||||
Restricted stock, weighted average grant date fair value per share [Roll Forward] | ||||
Unvested restricted shares granted | 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | |||
Recognized tax expense on remeasurement of certain deferred tax assets and liabiliites | $ 1,662,000 | ||
U.S. corporate income tax | 34.00% | ||
Recognized provisional tax expense on transition tax for repatriation of foreign earnings | $ 565,000 | ||
Computation of one-time tax based on liquid asset period | 3 years | ||
Tax expense impacted by cash and other liquid assets | 15.50% | ||
Tax expense impacted by non-cash E&P | 8.00% | ||
Current: | |||
Federal | $ 0 | $ 0 | |
State and local | 18,000 | 8,000 | |
Foreign | 43,000 | 41,000 | |
Total Current | 61,000 | 49,000 | |
Deferred: | |||
Federal | 1,637,000 | (211,000) | |
State and local | 42,000 | 267,000 | |
Foreign | 41,000 | 55,000 | |
Total before change in valuation allowance | 1,720,000 | 111,000 | |
Change in Valuation Allowance | (1,679,000) | (325,000) | |
Net Deferred | 41,000 | (214,000) | |
Income tax provision (benefit) | 102,000 | (165,000) | |
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Tax provision (benefit) at expected statutory rate | 75,000 | (8,000) | |
State taxes, net of federal benefit | 81,000 | (25,000) | |
Permanent differences | 450,000 | 6,000 | |
Credits | (106,000) | (123,000) | |
Foreign tax expense, and other | (381,000) | 11,000 | |
True-up to State NOL | 0 | 299,000 | |
Change in rate | 1,662,000 | 0 | |
Change in Valuation Allowance | (1,679,000) | (325,000) | |
Income tax provision (benefit) | 102,000 | (165,000) | |
Loss before income taxes from domestic operations | (65,000) | (434,000) | |
Profit before income taxes from foreign operations | 284,000 | 417,000 | |
Net deferred tax assets | 173,000 | 214,000 | |
Deferred tax assets [Abstract] | |||
Inventory reserve | 325,000 | 1,083,000 | |
Fixed assets | 0 | 0 | |
Other reserves and accruals | 133,000 | 213,000 | |
Stock-based compensation | 18,000 | 384,000 | |
Undistributed foreign earnings | 0 | 0 | |
Other | 0 | 0 | |
Tax credit carry-forwards | 2,284,000 | 1,921,000 | |
Federal tax loss carry-forwards | 2,380,000 | 3,428,000 | |
State tax loss carry-forwards | 657,000 | 627,000 | |
Foreign tax loss carry-forwards | 173,000 | 214,000 | |
Total deferred income taxes | 5,970,000 | 7,870,000 | |
Valuation allowance | (5,627,000) | (7,305,000) | |
Net deferred tax assets | 173,000 | 214,000 | |
Deferred tax liabilities [Abstract] | |||
Inventory reserve | 0 | 0 | |
Fixed assets | 141,000 | 151,000 | |
Other reserves and accruals | 0 | 0 | |
Stock-based compensation | 0 | 0 | |
Undistributed foreign earnings | 0 | 144,000 | |
Other | 29,000 | 56,000 | |
Total deferred income tax liabilities | 170,000 | $ 351,000 | |
Research and Development Credit Carryforwards [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Tax credit carryforward amount | $ 1,515,000 | ||
Research and Development Credit Carryforwards [Member] | Minimum [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Expiration date | Dec. 31, 2020 | ||
Research and Development Credit Carryforwards [Member] | Maximum [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Expiration date | Dec. 31, 2038 | ||
Foreign Tax Credit Carryforward [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Tax credit carryforward amount | $ 727,000 | ||
Foreign Tax Credit Carryforward [Member] | Minimum [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Expiration date | Dec. 31, 2018 | ||
Foreign Tax Credit Carryforward [Member] | Maximum [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Expiration date | Dec. 31, 2020 | ||
Federal [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Net operating loss carryforwards | $ 11,333,000 | ||
Expiration date | Dec. 31, 2037 | ||
State [Member] | |||
Reconciliation of provision (benefit) for income taxes [Abstract] | |||
Net operating loss carryforwards | $ 16,985,000 | ||
Expiration date | Dec. 31, 2037 | ||
Scenario, Plan [Member] | |||
Income Tax [Line Items] | |||
U.S. corporate income tax | 21.00% |
CNB Loan (Details)
CNB Loan (Details) - CNB Revolver [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||
Line of credit | $ 3,000,000 | |
Debt instrument maturity date | Sep. 30, 2018 | |
Percentage of commitment fee on unused capacity | 0.75% | |
Line of credit facility amount outstanding | $ 0 | $ 0 |
Line of credit facility associated restricted cash | $ 0 | $ 0 |
30-day LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.00% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Aug. 06, 2013shares | Dec. 31, 2017USD ($)$ / sharesshares | Sep. 05, 2017USD ($)SubscriptionRight$ / shares | Dec. 31, 2016USD ($)shares | Aug. 29, 2011shares |
Equity Class Of Treasury Stock [Line Items] | |||||
Number of shares authorized and available for repurchase (in shares) | 540,000 | 100,000 | |||
Treasury stock, shares (in shares) | 81,584 | 81,584 | |||
Value of repurchased common stock | $ | $ 580,000 | $ 580,000 | |||
Distribution charge of common stock transferable subscription rights | $ | $ 0 | ||||
Number of transferable subscription rights for each common stock owned | SubscriptionRight | 3 | ||||
Percentage of share of common stock holder is entitled to purchase by each subscription right | 0.25% | ||||
Common stock subscription price | $ / shares | $ 5.50 | ||||
Gross proceeds from issuance of common stock | $ | 11,036,000 | ||||
Common stock issuance cost | $ | $ 242,000 | ||||
Common stock subscription shares | 2,897,171 | ||||
Expected dividend rate | 0.00% | ||||
Fair value of subscription rights at time of original issuance | $ | $ 10,000 | ||||
Total warrants distributed (in shares) | 12,981,025 | ||||
Dividend declaration date | Aug. 6, 2013 | ||||
Dividend date of record | Jul. 29, 2013 | ||||
Number of warrants received for each share of common stock (in shares) | 5 | ||||
Number of warrants that entitle holder to purchase one share of common stock (in shares) | 25 | ||||
Number of common shares callable by warrants (in shares) | 1 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 7.50 | ||||
Minimum volume weighted average price per share (in dollars per share) | $ / shares | $ 15 | ||||
Common Stock [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of shares issued to existing shareholders | 2,006,598 | ||||
Common Stock [Member] | Maximum [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of shares issued to existing shareholders | 2,006,598 | ||||
Over-subscription Right [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Common stock subscription price | $ / shares | $ 5.50 | ||||
Common stock shares issued pro rata basis | 686,439 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Liabilities, fair value disclosure, non-recurring | $ 0 | $ 0 | $ 0 |
Impairment of note receivable | 102 | ||
Net recoverable value | 101 | 101 | 203 |
Notes Receivable [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Impairment of note receivable | 102 | ||
Net recoverable value | 101 | 101 | |
Equity Securities [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | 3,803 | 3,803 | 2,770 |
U.S. Treasury Securities (Cash Equivalents) [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | 11,866 | 11,866 | 1,002 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Securities [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | 3,803 | 3,803 | 2,770 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury Securities (Cash Equivalents) [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | 11,866 | 11,866 | 1,002 |
Significant Other Observable Inputs (Level 2) [Member] | Equity Securities [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | 0 | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities (Cash Equivalents) [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | 0 | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Equity Securities [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | 0 | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | U.S. Treasury Securities (Cash Equivalents) [Member] | |||
Fair Value Assets Measured On Recurring Basis [Line Items] | |||
Fair value assets | $ 0 | $ 0 | $ 0 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer matching contribution, percentage | 50.00% | |
Employer matching contribution of employees' contribution, percentage | 6.00% | |
Employer matching contribution amount | $ 116,000 | $ 107,000 |
Annual vesting percentage of employer contributions | 20.00% | |
Vesting period of employer matching contributions | 6 years | |
Vesting percentage of employer contributions by year six | 100.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leased Assets [Line Items] | ||
Rent expense under operating leases | $ 285,000 | $ 249,000 |
Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
Term of operating leases | 1 year | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Term of operating leases | 2 years |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | |
Segment Reporting Information [Line Items] | ||
Number of reportable business segments | Segment | 2 | |
Revenues from Operations | ||
Revenues from operations | $ 22,402 | $ 20,891 |
Operating Income (Loss) from Operations | ||
Consolidated total operating loss | 276 | (161) |
Interest expense, net | (11) | (22) |
Other (expense) income, net | (46) | 166 |
Total other (expense) income | (57) | 144 |
Income (loss) Before Income Taxes | 219 | (17) |
Capital Expenditures | ||
Total capital expenditures | 131 | 172 |
Total Assets | ||
Total assets | 27,555 | 16,646 |
Unallocated corporate expense [Member] | ||
Operating Income (Loss) from Operations | ||
Consolidated total operating loss | (1,040) | (1,111) |
Capital Expenditures | ||
Total capital expenditures | 10 | |
Total Assets | ||
Total assets | 14,845 | 7,100 |
Electronic components [Member] | ||
Revenues from Operations | ||
Revenues from operations | 21,516 | 20,691 |
Electronic components [Member] | Reportable Segment [Member] | ||
Operating Income (Loss) from Operations | ||
Consolidated total operating loss | 1,260 | 1,011 |
Capital Expenditures | ||
Total capital expenditures | 131 | 162 |
Total Assets | ||
Total assets | 11,899 | 9,015 |
Electronic instruments [Member] | ||
Revenues from Operations | ||
Revenues from operations | 886 | 200 |
Electronic instruments [Member] | Reportable Segment [Member] | ||
Operating Income (Loss) from Operations | ||
Consolidated total operating loss | 56 | (61) |
Total Assets | ||
Total assets | $ 811 | $ 531 |
Domestic and Foreign Revenues43
Domestic and Foreign Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | $ 22,402 | $ 20,891 |
Domestic [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | 16,090 | 14,893 |
Foreign [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | $ 6,313 | 5,998 |
Foreign [Member] | Sales Revenue, Segment [Member] | Customer Concentration Risk [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Portion of foreign sales | 10.00% | |
Malaysia [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | $ 3,038 | 3,240 |
All other foreign countries [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | $ 3,275 | $ 2,758 |