Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 27, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Entity Registrant Name | LGL GROUP INC | ||
Entity Central Index Key | 0000061004 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 23,907,854 | ||
Entity Common Stock, Shares Outstanding | 5,210,788 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Trading Symbol | LGL | ||
Entity Shell Company | false | ||
Entity File Number | 001-00106 | ||
Entity Tax Identification Number | 38-1799862 | ||
Entity Address, Address Line One | 2525 Shader Road | ||
Entity Address, City or Town | Orlando | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 32804 | ||
City Area Code | 407 | ||
Local Phone Number | 298-2000 | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(b) Security | Common Stock, par value $0.01 | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Entity Voluntary Filers | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 12,453,000 | $ 15,508,000 |
Marketable securities | 5,631,000 | 3,775,000 |
Accounts receivable, net of allowances of $109 and $40, respectively | 4,445,000 | 3,394,000 |
Inventories, net | 6,016,000 | 4,466,000 |
Prepaid expenses and other current assets | 365,000 | 242,000 |
Total Current Assets | 28,910,000 | 27,385,000 |
Property, Plant and Equipment | ||
Land | 536,000 | 536,000 |
Buildings and improvements | 4,651,000 | 4,029,000 |
Machinery and equipment | 17,527,000 | 17,012,000 |
Gross property, plant and equipment | 22,714,000 | 21,577,000 |
Less: accumulated depreciation | (19,883,000) | (19,491,000) |
Net property, plant and equipment | 2,831,000 | 2,086,000 |
Intangible assets, net | 402,000 | 477,000 |
Deferred income taxes, net | 3,307,000 | 127,000 |
Other assets | 102,000 | |
Right-of-use lease asset | 331,000 | |
Equity investment in unconsolidated subsidiary | 3,334,000 | |
Total Assets | 39,217,000 | 30,075,000 |
Current Liabilities: | ||
Accounts payable | 1,865,000 | 1,418,000 |
Accrued compensation and commissions expense | 1,832,000 | 1,143,000 |
Other accrued expenses | 627,000 | 191,000 |
Total Current Liabilities | 4,324,000 | 2,752,000 |
Commitments and Contingencies (Note K) | ||
Stockholders' Equity | ||
Common stock, $0.01 par value - 10,000,000 shares authorized; 5,014,647 shares issued and 4,933,063 shares outstanding at December 31, 2019, and 4,912,762 shares issued and 4,831,178 shares outstanding at December 31, 2018 | 50,000 | 49,000 |
Additional paid-in capital | 41,576,000 | 41,023,000 |
Accumulated deficit | (6,153,000) | (13,169,000) |
Treasury stock, 81,584 shares held in treasury at cost at December 31, 2019 and 2018 | (580,000) | (580,000) |
Total Stockholders' Equity | 34,893,000 | 27,323,000 |
Total Liabilities and Stockholders' Equity | $ 39,217,000 | $ 30,075,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Accounts receivable, allowances | $ 109 | $ 40 |
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) | 5,014,647 | 4,912,762 |
Common stock, shares outstanding (in shares) | 4,933,063 | 4,831,178 |
Treasury stock, (in shares) | 81,584 | 81,584 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
REVENUES | $ 31,897 | $ 24,870 |
Type of Revenue [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember |
Costs and expenses: | ||
Manufacturing cost of sales | $ 19,381 | $ 15,211 |
Engineering, selling and administrative | 9,077 | 8,229 |
OPERATING INCOME | 3,439 | 1,430 |
Other Income: | ||
Interest income, net | 2 | 2 |
Loss on equity investment in unconsolidated subsidiary | (16) | |
Other income, net | 484 | 138 |
Total other income, net | 470 | 140 |
INCOME BEFORE INCOME TAXES | 3,909 | 1,570 |
Income tax (benefit) provision | (3,107) | 165 |
NET INCOME | $ 7,016 | $ 1,405 |
Basic per share information: | ||
Weighted average number of shares used in basic earnings per share calculation | 4,883,923 | 4,748,609 |
Basic net income per share | $ 1.44 | $ 0.30 |
Diluted per share information: | ||
Weighted average number of shares used in diluted earnings per share calculation | 4,977,595 | 4,875,031 |
Diluted net income per share | $ 1.41 | $ 0.29 |
Consolidated Statements of Stoc
Consolidated Statements 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, 2017 | $ 24,928 | $ 47 | $ 40,035 | $ (14,609) | $ (580) | $ 35 |
Balance (in shares) at Dec. 31, 2017 | 4,692,893 | |||||
Net income | 1,405 | 1,405 | ||||
Cumulative effect adjustment from adoption of Accounting Standards Update | ASU 2016-01 [Member] | 35 | $ (35) | ||||
Exercise of stock options | 27 | 27 | ||||
Exercise of stock options (in shares) | 9,376 | |||||
Repurchase of shares exercised | (1,200) | |||||
Stock-based compensation | 64 | 64 | ||||
Stock-based compensation (in shares) | 6,516 | |||||
Warrant dividend exercise | 927 | $ 2 | 925 | |||
Warrant dividend exercise (in shares) | 123,593 | |||||
Issuance costs for rights offering | (28) | (28) | ||||
Balance at Dec. 31, 2018 | $ 27,323 | $ 49 | 41,023 | (13,169) | (580) | |
Balance (in shares) at Dec. 31, 2018 | 4,831,178 | 4,831,178 | ||||
Net income | $ 7,016 | 7,016 | ||||
Exercise of stock options | $ 442 | $ 1 | 441 | |||
Exercise of stock options (in shares) | 96,748 | 96,748 | ||||
Repurchase of shares exercised | (734) | |||||
Stock-based compensation | $ 112 | 112 | ||||
Stock-based compensation (in shares) | 5,871 | 5,871 | ||||
Balance at Dec. 31, 2019 | $ 34,893 | $ 50 | $ 41,576 | $ (6,153) | $ (580) | |
Balance (in shares) at Dec. 31, 2019 | 4,933,063 | 4,933,063 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES | ||
Net income | $ 7,016,000 | $ 1,405,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 418,000 | 417,000 |
Amortization of finite-lived intangible assets | 75,000 | 75,000 |
Loss from equity investment in unconsolidated subsidiary | 16,000 | |
Recovery of note receivable | (4,000) | |
Stock-based compensation | 112,000 | 64,000 |
Deferred income tax (benefit) expense | (3,180,000) | 46,000 |
(Gain) loss on marketable securities | (206,000) | 28,000 |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable, net | (1,051,000) | (1,000) |
Increase in inventories, net | (1,550,000) | (591,000) |
(Increase) decrease in prepaid expenses and other assets | (225,000) | 92,000 |
Increase in accounts payable, accrued compensation and commissions expense and other accrued liabilities | 1,241,000 | 125,000 |
Net cash provided by operating activities | 2,666,000 | 1,656,000 |
INVESTING ACTIVITIES | ||
Purchase of marketable securities | (5,050,000) | |
Equity investment in unconsoldiated subsidiary | (3,350,000) | |
Capital expenditures | (1,163,000) | (324,000) |
Proceeds from sale of marketable securities | 3,400,000 | |
Net cash used in investing activities | (6,163,000) | (324,000) |
FINANCING ACTIVITIES | ||
Costs from issuance of common stock | (28,000) | |
Proceeds from warrant exercise | 927,000 | |
Proceeds from stock option exercise | 442,000 | 27,000 |
Net cash provided by financing activities | 442,000 | 926,000 |
(Decrease) increase in cash and cash equivalents | (3,055,000) | 2,258,000 |
Cash and cash equivalents at beginning of year | 15,508,000 | 13,250,000 |
Cash and cash equivalents at end of year | 12,453,000 | 15,508,000 |
Supplemental Disclosure: | ||
Cash paid for interest | 6,000 | 23,000 |
Cash paid for income taxes | 86,000 | $ 69,000 |
Non-Cash Disclosure: | ||
Right-of-use assets offset by operating lease liabilities | $ 331,000 |
Accounting And Reporting Polici
Accounting And Reporting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 diversified 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, 2019, the subsidiaries of the Company are as follows: Owned By The LGL Group, Inc. LGL Systems Acquisition Holding Company, LLC * 62.2 % M-tron Systems Holdings, LLC 100.0 % M-tron Industries, Inc. 100.0 % Piezo Technology, Inc. 100.0 % Piezo Technology India Private Ltd. 99.9 % 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 % * - Accounted for as an equity method investment 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"). 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. The Company added three subsidiaries as part of an effort to reorganize the subsidiaries and to plan potential available strategies for investments or acquisitions. These were Mtron Systems Holdings, LLC, LGL Systems Acquisition Holdings Company, LLC (formerly: Mtron Systems Acquisition Holdings Company, LLC), and LGL Systems Acquisition Corp. (formerly: Mtron Systems Acquisition Corp.). Mtron Systems Holdings, LLC is an intermediate holding company set up to hold the assets and entities under MTron Industries, Inc. LGL Systems Acquisition Holding Company, LLC is the sponsor (the “Sponsor”) of LGL Systems Acquisition Corp., a special purpose acquisition company, commonly referred to as a “SPAC”, or blank check company, formed for the purpose of effecting a business combination in the aerospace, defense and communications industries (the “SPAC”). On November 7, 2019, the SPAC was deconsolidated as a result of an initial public offering (the “SPAC IPO”) which raised $172.5 million from outside investors (See note C). 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. The Company consolidates entities in which the Company has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity (VIE). A variable interest in a VIE is an investment that will absorb portions of the VIE’s expected losses and/or receive portions of the VIE’s expected residual returns. The Company’s variable interests in VIEs include limited membership interests and common equity. VIE Consolidation Analysis The enterprise with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: • Which variable interest holder has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; • Which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; • The VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; • The VIE’s capital structure; • The terms between the VIE and its variable interest holders and other parties involved with the VIE; and • Related-party relationships. The Company reassesses its evaluation of whether an entity is a VIE when certain reconsideration events occur. The Company reassesses its determination of whether it is the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances. Equity-Method Investments: When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under U.S. generally accepted accounting principles (“GAAP”). Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. Uses of Estimates The preparation of the consolidated financial statements in conformity with 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 no maturity or with a maturity of less than three months when purchased. Marketable Securities Marketable equity securities are categorized as available-for-sale securities and are reported at fair value, with the change in fair value being recorded in the consolidated statement of operations. 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 $418,000 for 2019 and $417,000 for 2018. 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, 2019 and 2018, accrued warranty expense was $29,000 and $28,000, respectively. 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 $362,000 and $437,000 as of December 31, 2019 and 2018, respectively. Goodwill, which is not amortizable, was $40,000 as of December 31, 2019 and 2018. 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): 2020 $ 75 2021 75 2022 75 2023 75 2024 62 Total $ 362 Revenue Recognition The Company recognizes revenue from the sale of its products in accordance with the criteria in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which are: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company meets these conditions upon the Company’s satisfaction of the performance obligation, usually at the time of shipment to the customer, because control passes to the customer at that time. Our standard terms for customers are net due within 30 days, with a few exceptions, none regularly exceeding 60 days. The Company provides disaggregated revenue details by segment in Note L – Segment Information, and geographic markets in Note M – Domestic and Foreign Revenues. 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. These reserves and charges are immaterial as the Company does not have a history of significant price protection adjustments or returns. The Company provides a standard assurance warranty that does not create a performance obligation. Practical Expedients: - The Company applies the practical expedient for shipping and handling as fulfillment costs. - The Company expenses sales commissions as sales and marketing expenses in the period they are incurred. 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 $2,004,000 and $1,947,000 in 2019 and 2018, respectively, and are included within engineering, selling and administrative expenses. Advertising Expense Advertising costs are charged to operations as incurred. Such costs were approximately $2,000 in 2019, compared with $24,000 in 2018, 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, 2019 and 2018, there were options to purchase 25,000 shares and 15,606 shares, respectively, 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, 2019 2018 Weighted average shares outstanding - basic 4,883,923 4,748,609 Effect of diluted securities 93,672 126,422 Weighted average shares outstanding - diluted 4,977,595 4,875,031 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. The Company periodically undertakes a review of its valuation allowance and it evaluates all positive and negative factors that may affect whether it is more likely than not that the Company would realize its future tax benefits from its deferred tax balances. Pursuant to ASC 740, Income Taxes The Company recognizes interest and/or penalties, if any, related to income tax matters in income tax expense. Concentration Risks In 2019, the Company's largest customer, an electronics contract manufacturing company in the aerospace and defense markets, accounted for $5,522,000, or 17.3%, of the Company's total revenues, compared to $4,436,000, or 17.8%, in 2018. The Company’s second largest customer, a defense contract manufacturer, accounted for $3,187,000, or 10.0%, of the Company's total revenues, compared to $2,258,000, or 9.1%, in 2018. A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of December 31, 2019, four of the Company's largest customers accounted for approximately $1,841,000, or 40%, of accounts receivable. As of December 31, 2018, four of the Company's largest customers accounted for approximately $1,043,000, or 30%, 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, 2019 and 2018, some deposits held at financial institutions were in excess of federally insured limits. The Company has not experienced any losses related to these balances. 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, 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 loss of $13,000 and $74,000, in 2019 and 2018, respectively, which is included within other income, net in the consolidated statements of operations. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”, to require lessees to recognize all leases, with limited exceptions, on the balance sheet. 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. Subsequently, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842”, ASU 2018-11, “Targeted Improvements”, ASU 2018-20, “Narrow-Scope Improvements for Lessors”, and ASU 2019-01, “Codification Improvements”, to clarify and amend the guidance in ASU 2016-02. The Company’s adoption of the ASUs effective January 1, 2019 using the prospective basis resulted in the recording of lease assets and lease liabilities of $142,000 on the consolidated balance sheet during the first quarter of 2019. The Company has elected the practical expedient to exclude leases with terms less than one year from its calculations and disclosures. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | B. 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, 2019 and 2018 was $1,015,000 and $1,266,000, respectively. December 31, 2019 2018 (in thousands) Raw materials $ 2,134 $ 1,719 Work in process 2,640 1,807 Finished goods 1,242 940 Total Inventories, net $ 6,016 $ 4,466 |
Equity Investment in Unconsolid
Equity Investment in Unconsolidated Subsidiary | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Investment in Unconsolidated Subsidiary | C. On November 6, 2019, the Company contributed $3.35 million to the Sponsor to fund the Sponsor’s purchase of $5.2 million of private warrants in a private placement that closed simultaneously with the consummation of the SPAC IPO. Each private warrant is exercisable to purchase one share of common stock of the SPAC at an exercise price of $11.50 per share, subject to adjustment. The Company contributed 62.2% of the Sponsor’s risk capital to effect the IPO, which corresponds to approximately a 43.57% membership interest in the Sponsor as of December 31, 2019. The Company is involved with a VIE through its investment in the Sponsor, which was determined to be a VIE. The Sponsor is managed by LGL Systems Nevada Management Partners LLC (“Nevada GP”), an affiliated entity deemed to be under the significant influence of Marc Gabelli, the Company’s Chairman of the Board. The Company has determined that it is not the primary beneficiary, as Nevada GP has the power to direct the activities of the Sponsor that most significantly impact the Sponsor’s economic performance through an operating agreement. The Company has determined that it has significant influence through Nevada GP as a result of Marc Gabelli, and will therefore account for the Sponsor under the equity method of accounting. The Sponsor holds 20% of the shares in the SPAC along with 5,200,000 warrants at a strike price of $11.50. On November 7, 2019, the SPAC raised $172.5 million through the sale of 17.25 million shares and was listed as a publicly traded company on the NASDAQ Capital Market under the ticker symbol ‘DFNS’. The IPO closed on November 12, 2019. Prior to and immediately following the IPO, the Sponsor held 4,312,500 shares of the SPAC, which are restricted and non-tradable. If the SPAC does not complete a business combination within 24 months from the closing of the SPAC’s initial public offering, the proceeds from the sale of the private warrants will be used to fund the redemption of the shares sold in the SPAC’s initial public offering (subject to the requirements of applicable law), and the private warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | D. Certain balances held and invested in various mutual funds are managed by g.research (the "Fund Manager"). Marc Gabelli, our non-executive chairman of the board, who is also a greater than 10% stockholder, currently serves as an executive officer of the Fund Manager. The brokerage and fund transactions in 2019 and 2018 were directed solely at the discretion of the Company’s management. As of December 31, 2019, the balance with the Fund Manager totaled $14,613,000, including $8,992,000 which is classified within cash and cash equivalents on the accompanying consolidated balance sheets, and $5,621,000 which is classified as marketable securities on the accompanying consolidated balance sheets. Amounts invested generated $493,000 of realized and unrealized investment income during 2019 that is included within other income, net on the accompanying consolidated statement of operations. As of December 31, 2018, the balance with the Fund Manager totaled $16,270,000, including $12,506,000 which is classified within cash and cash equivalents on the accompanying consolidated balance sheet, and $3,764,000 which is classified as marketable securities on the accompanying consolidated balance sheet. Amounts invested generated $203,000 of realized and unrealized investment income during 2018 that is included within other income, net on the accompanying consolidated statement of operations. Fund management fees earned by the Fund Manager are anticipated to average less than 0.35% of the asset balances under management on an annual basis. Marc Gabelli, our Non-Executive Chairman also serves as Chairman and Chief Executive Officer of the SPAC and has invested in the Sponsor, and is the initial managing member of Nevada GP. Timothy Foufas, a member of LGL’s board of directors, is also a member of the Sponsor and Chief Operating Officer of the SPAC, has invested in the Sponsor and is a member of Nevada GP. Patrick Huvane, LGL’s senior vice president of business development, is a member of both the Company and the SPAC’s management team. Michael J. Ferrantino, Jr., a member of the Company’s board of directors, is also a member of the Sponsor and a board member for the SPAC. Under separate arrangement, these people may be eligible to receive incentive compensation should the SPAC complete a successful acquisition. On May 2, 2019, the Company agreed to loan the Sponsor an aggregate of up to $150,000 to cover expenses related to the SPAC IPO pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable on the earlier of (i) April 30, 2020, (ii) the completion of the SPAC IPO or (iii) the date on which the Company determined not to proceed with the SPAC IPO. The Note was repaid on December 19, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
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, 2019 and 2018: 2019 2018 Expected volatility 40 % 31 % Dividend rate 0% 0% Expected term (in years) 3.55 3.55 Risk-free rate 1.63 % 2.65 % 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, 2019: 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, 2018 153,877 $ 4.75 $ 1.18 2.0 $ 208 Options Granted 25,000 12.72 4.02 Options Exercised (96,748 ) 4.68 1.26 Options Forfeited (3,750 ) 3.90 0.89 Option Balances at December 31, 2019 78,379 $ 7.43 $ 2.00 2.7 $ 593 Options Exercisable at December 31, 2019 45,317 $ 4.74 $ 1.02 1.4 $ 465 The weighted-average grant-date fair value of options granted during the years 2019 and 2018 was $4.02 and $1.65, respectively. As of December 31, 2019, there was approximately $105,000 of total unrecognized compensation expense related to unvested share-based compensation arrangements, which will be recognized over 2.7 years. During the year ended December 31, 2019, the Company issued 5,871 shares with a weighted average grant date fair value of $14.57 per share. These shares were fully vested on the date of issuance. As of December 31, 2019, there were no unvested restricted shares granted under the Amended and Restated 2011 Incentive Plan. The Amended and Restated 2011 Incentive Plan had 407,218 shares remaining available for future issuance at December 31, 2019. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | F. Income Taxes The Company periodically undertakes a review of its valuation allowance and it evaluates all positive and negative factors that may affect whether it is more likely than not that the Company would realize its future tax benefits from its deferred tax balances. In 2014, the Company introduced a number of changes, most notably the decision to exit the low-margin, high-volume telecommunications market and focus on engineered solutions in the aerospace and defense markets. This turnaround plan was engineered and executed by the Company’s previous chief executive officer, with the consent of the Board of Directors and participation by management. Over the following five years, the negative factors that caused the Company to produce continuing losses in the U.S. tax jurisdiction were eliminated, with the result being sustained increases in the Company’s sales, revenues, and backlog. Margins from its new and improved products and services have continually increased and the Company maintains a strong backlog of orders with its customers to support the assertion that it is more likely than not that substantially all of its net deferred tax assets will be utilized and that associated valuation allowances should be eliminated. 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 $67,000 at December 31, 2019, generated from foreign NOLs, can be utilized in the foreseeable future. In the third quarter of 2019, the Company further determined that a full valuation against the remaining net deferred tax assets was no longer required and reversed a previously recorded valuation allowance, recording deferred tax assets at the amount that is more likely than not to be realized. The net balance of the deferred tax asset was approximately $5.2 million as of December 31, 2018, with a related valuation allowance of $5.1 million. Through the nine months ended September 30, 2019, the Company was able to realize $0.7 million of its deferred tax assets as a result of its profitable operations. At September 30, 2019, the Company wrote off $0.7 million of deferred tax assets and the related valuation allowance for certain deferred tax assets which were no longer realizable, and released $3.3 million from its valuation allowance, representing the net realizable portion of its U.S. deferred tax assets, with the balance of the valuation allowance of $0.4 million covering that portion of the Company’s U.S. deferred tax assets which are not expected to be realized, relating to research and development tax credits. 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. Income tax (benefit) provision for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 (in thousands) Current: Federal $ — $ (57 ) State and local 30 20 Foreign 43 156 Total Current 73 119 Deferred: Federal 1,322 616 State and local 147 (86 ) Foreign 60 46 Total before change in valuation allowance 1,529 576 Change in valuation allowance (4,709 ) (530 ) Net deferred (3,180 ) 46 Income tax (benefit) provision $ (3,107 ) $ 165 A reconciliation of the (benefit) provision for income taxes and the amount computed by applying the statutory federal income tax rate to income before income taxes is detailed below: 2019 2018 (in thousands) Tax provision at expected statutory rate $ 821 $ 330 State taxes, net of federal benefit 92 43 Permanent differences 34 122 Credits (108 ) (82 ) Foreign tax expense, and other 13 420 Change in rate 63 (138 ) Change in valuation allowance (4,709 ) (530 ) Permanent true-ups 687 — (Benefit) provision for income taxes $ (3,107 ) $ 165 Deferred income taxes for 2019 and 2018 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, 2019 and 2018 were as follows: December 31, 2019 December 31, 2018 Deferred Tax Deferred Tax Asset Liability Asset Liability (in thousands) Inventory reserve $ 239 $ — $ 301 $ — Fixed assets — 100 — 90 Other reserves and accruals 358 — 207 — Stock-based compensation 6 — 23 — Other — 18 — 24 Tax credit carry-forwards 1,724 — 1,966 — Federal tax loss carry-forwards 1,169 — 1,980 — State tax loss carry-forwards 250 — 734 — Foreign tax loss carry-forwards 67 — 127 — Total deferred income taxes 3,813 $ 118 5,338 $ 114 Valuation allowance (388 ) (5,097 ) Net deferred tax assets $ 3,307 $ 127 Deferred tax assets totaled $3.7 million at December 31, 2019, which includes the tax effect of federal, state, and foreign net operating loss carryforwards and our federal tax credits. We recognize federal, state, and foreign net operating loss carryforwards and our federal tax credits as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. The Company has a total gross federal NOL carry-forward of $5,565,000 as of December 31, 2019. This federal NOL carry-forward expires through 2038 if not utilized prior to that date. The Company has total state NOL carry-forwards of $6,680,000 as of December 31, 2019. These state NOL balances have unlimited carryforward periods. The Company has research and development tax credit carry-forwards of approximately $1,724,000 at December 31, 2019 that can be used to reduce future income tax liabilities and expire principally between 2020 and 2038. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance. At December 31, 2019, the balance in the Company’s valuation allowance was $388,000, consisting primarily of research and development tax credits expiring between 2020 and 2024. 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 returns for years ended December 31, 2016, 2017 and 2018, although carry-forward attributes that were generated prior to tax year 2016, 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 2014 to the present. 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. As of December 31, 2019, management assessed the balances of its deferred tax assets and liabilities and has determined that it has not taken any aggressive tax positions that may be considered uncertain under ASC 740-10. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | G. We lease certain manufacturing and office space and equipment. We determine if an arrangement is a lease at inception. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration. Amounts associated with operating leases are included in right-of-use lease assets, and other accrued expense in our consolidated balance sheet. Right-of-use lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Right-of-use lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and we recognize lease expense for these leases on a straight-line basis over the lease term. Certain leases include one or more options to renew, with renewal terms that can extend the lease term from one to 10 years or more, and the exercise of lease renewal options under these leases is at our sole discretion. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Rent expense under operating leases was $430,000 and $393,000 for the years ended December 31, 2019 and 2018, respectively. The Company leases certain property and equipment, including warehousing, and sales and distribution equipment, under operating leases that extend from one to five years. Certain of these leases have renewal options. During the year ended December 31, 2019, we renewed a lease on one of our facilities, resulting in the addition of $318,000 in right-of-use lease assets in exchange for operating lease liabilities. Our lease obligation payable of $331,000 is included within other accrued expenses on the consolidated balance sheet at December 31, 2019. Future minimum lease payment obligations under operating leases are as follows (in thousands): 2019 2018 2020 $ 92 $ 35 2021 62 26 2022 64 — 2023 64 — 2024 63 — Thereafter — — Total lease payments 345 61 Less: interest (14 ) (3 ) Total lease payments $ 331 $ 58 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019, 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
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 cash and cash equivalents and 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, 2019 Marketable Equity Security $ 10 $ — $ — $ 10 Equity Mutual Fund $ — $ 5,621 $ — $ 5,621 U.S. Treasury Mutual Fund $ 8,915 $ — $ — $ 8,915 (in thousands) Level 1 Level 2 Level 3 Total December 31, 2018 Marketable Equity Security $ 11 $ — $ — $ 11 Equity Mutual Fund $ — $ 3,764 $ — $ 3,764 U.S. Treasury Mutual Fund $ 12,506 $ — $ — $ 12,506 There were no transfers to or from level 2 to level 3 during the reporting periods. As of December 31, 2019 and 2018, The Company had investments in two mutual funds. The Equity Mutual Fund noted above is invested in the Gabelli ABC Fund, and the U.S. Treasury Mutual Fund is invested in the Gabelli US Treasury Money Market Fund. 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. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
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 $115,000 and $118,000 in discretionary contributions during 2019 and 2018, 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, 2019 | |
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. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
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 fall under MtronPTI. Operating income 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, 2019 2018 (in thousands) Revenues from Operations Electronic components $ 30,553 $ 23,793 Electronic instruments 1,344 1,077 Total consolidated revenues $ 31,897 $ 24,870 Operating Income from Operations Electronic components $ 4,726 $ 2,525 Electronic instruments 257 49 Unallocated corporate expense (1,544 ) (1,144 ) Consolidated total operating income 3,439 1,430 Interest income, net 2 2 Loss on equity investment in unconsoldiated subsidiary (16 ) — Other income, net 484 138 Total other income 470 140 Income Before Income Taxes $ 3,909 $ 1,570 Capital Expenditures Electronic components $ 1,163 $ 324 Electronic instruments — — General corporate — — Total capital expenditures $ 1,163 $ 324 Total Assets Electronic components $ 9,863 $ 11,877 Electronic instruments 706 861 General corporate 28,648 17,337 Consolidated total assets $ 39,217 $ 30,075 |
Domestic and Foreign Revenues
Domestic and Foreign Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Domestic and Foreign Revenues | M. Significant foreign revenues from operations (10% or more of foreign sales) were as follows (in thousands): Years Ended December 31, 2019 2018 (in thousands) Malaysia $ 4,329 $ 3,153 All other foreign countries 4,171 3,044 Total foreign revenues $ 8,500 $ 6,197 Total domestic revenues $ 23,397 $ 18,673 The Company allocates its foreign revenue based on the customer's ship-to location. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | N. ATM Program On January 22, 2020, the Company entered into an Open Market Sale Agreement (the “Agreement”) with Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company may offer and sell, from time to time, through Jefferies, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $15,000,000 (the “Shares”). The Company is not obligated to sell any Shares under the Agreement. Subject to the terms and conditions of the Agreement, Jefferies will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company, subject to certain limitations. Under the Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transactions, sales made directly on the NYSE American or sales made into any other existing trading market of the Company’s common stock. Shares sold under the Agreement will be issued pursuant to the shelf registration statement on Form S-3 (File No. 333-235767), filed by the Company with the SEC on December 31, 2019, which was declared effective on January 8, 2020. The Company filed a prospectus supplement with the SEC on January 23, 2020 in connection with the offer and sale of the common shares pursuant to the Agreement. Through the date of this report, there have been 263,725 shares sold under this Agreement, at an average price per share of $13.65 and generating net proceeds of approximately $3,491,000. Novel Coronavirus Outbreak On March 11, 2020, the World Health Organization declared the novel coronavirus outbreak (“COVID-19”) a pandemic. COVID-19 could impact the Company’s operations, suppliers and/or customers in a significant way. Any disruptions to the Company’s operations, or those of our suppliers or customers, may adversely impact the Company’s revenues and operating results. COVID-19 could also adversely affect the economies and financial markets of many countries, including other countries in which the Company operates, with a resulting economic downturn that may affect demand for our products. The extent to which COVID-19 impacts the Company’s results will depend on future developments, including new information which may emerge concerning the severity and global spread of COVID-19 and any governmental or state actions taken to contain its impact, which efforts are highly uncertain and cannot be predicted. Our production facility in Orlando is situated in Orange County, whose mayor declared a stay-in-place order beginning March 26, 2020 at 11pm for two weeks. Our MtronPTI business within that production facility operates as a manufacturer within the defense and aerospace market and qualifies as an essential industry, not subject to general quarantine or stay-in-place orders. Our production facility in Noida, India, has been impacted by the Indian government’s nationwide lockdown, beginning March 25, 2020 and expected to be in place for 21 days, and all production activities have ceased. The company continues to assess the potential impact of COVID-19, which remains uncertain at this time. Adverse Impact on Operating Unit Liquidity Mtron Systems Holdings, LLC and Precise Time and Frequency, LLC do not have existing lines of credit in place. Current cash and liquidity may not be sufficient if there is a prolonged disruption of their operations (see discussion above), and such events could have a significant detrimental impact on the liquidity of our subsidiaries. It is unknown whether viable alternatives to access liquidity will be available, and/or if our subsidiaries, respectively, will qualify for prospective sources of liquidity. Such includes the possibility to draw capital from the parent LGL Group, Inc. Global Financial Market Downturn With the recent downturn in the financial markets, as a result of COVID-19 and other factors, our marketable securities have suffered losses totaling around $0.3 million, or approximately 5.5% as of the market close on March 27, 2020. |
Accounting And Reporting Poli_2
Accounting And Reporting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 diversified 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, 2019, the subsidiaries of the Company are as follows: Owned By The LGL Group, Inc. LGL Systems Acquisition Holding Company, LLC * 62.2 % M-tron Systems Holdings, LLC 100.0 % M-tron Industries, Inc. 100.0 % Piezo Technology, Inc. 100.0 % Piezo Technology India Private Ltd. 99.9 % 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 % * - Accounted for as an equity method investment 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"). 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. The Company added three subsidiaries as part of an effort to reorganize the subsidiaries and to plan potential available strategies for investments or acquisitions. These were Mtron Systems Holdings, LLC, LGL Systems Acquisition Holdings Company, LLC (formerly: Mtron Systems Acquisition Holdings Company, LLC), and LGL Systems Acquisition Corp. (formerly: Mtron Systems Acquisition Corp.). Mtron Systems Holdings, LLC is an intermediate holding company set up to hold the assets and entities under MTron Industries, Inc. LGL Systems Acquisition Holding Company, LLC is the sponsor (the “Sponsor”) of LGL Systems Acquisition Corp., a special purpose acquisition company, commonly referred to as a “SPAC”, or blank check company, formed for the purpose of effecting a business combination in the aerospace, defense and communications industries (the “SPAC”). On November 7, 2019, the SPAC was deconsolidated as a result of an initial public offering (the “SPAC IPO”) which raised $172.5 million from outside investors (See note C). |
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. The Company consolidates entities in which the Company has a controlling financial interest. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity (VIE). A variable interest in a VIE is an investment that will absorb portions of the VIE’s expected losses and/or receive portions of the VIE’s expected residual returns. The Company’s variable interests in VIEs include limited membership interests and common equity. VIE Consolidation Analysis The enterprise with a controlling financial interest in a VIE is known as the primary beneficiary and consolidates the VIE. The Company determines whether it is the primary beneficiary of a VIE by performing an analysis that principally considers: • Which variable interest holder has the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; • Which variable interest holder has the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE; • The VIE’s purpose and design, including the risks the VIE was designed to create and pass through to its variable interest holders; • The VIE’s capital structure; • The terms between the VIE and its variable interest holders and other parties involved with the VIE; and • Related-party relationships. The Company reassesses its evaluation of whether an entity is a VIE when certain reconsideration events occur. The Company reassesses its determination of whether it is the primary beneficiary of a VIE on an ongoing basis based on current facts and circumstances. Equity-Method Investments: When the Company does not have a controlling financial interest in an entity but can exert significant influence over the entity’s operating and financial policies, the investment is accounted for either (i) under the equity method of accounting or (ii) at fair value by electing the fair value option available under U.S. generally accepted accounting principles (“GAAP”). Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. |
Uses of Estimates | Uses of Estimates The preparation of the consolidated financial statements in conformity with 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 no maturity or with a maturity of less than three months when purchased. |
Marketable Securities | Marketable Securities Marketable equity securities are categorized as available-for-sale securities and are reported at fair value, with the change in fair value being recorded in the consolidated statement of operations. |
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 $418,000 for 2019 and $417,000 for 2018. |
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, 2019 and 2018, accrued warranty expense was $29,000 and $28,000, respectively. |
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 $362,000 and $437,000 as of December 31, 2019 and 2018, respectively. Goodwill, which is not amortizable, was $40,000 as of December 31, 2019 and 2018. 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): 2020 $ 75 2021 75 2022 75 2023 75 2024 62 Total $ 362 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue from the sale of its products in accordance with the criteria in Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, which are: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. The Company meets these conditions upon the Company’s satisfaction of the performance obligation, usually at the time of shipment to the customer, because control passes to the customer at that time. Our standard terms for customers are net due within 30 days, with a few exceptions, none regularly exceeding 60 days. The Company provides disaggregated revenue details by segment in Note L – Segment Information, and geographic markets in Note M – Domestic and Foreign Revenues. 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. These reserves and charges are immaterial as the Company does not have a history of significant price protection adjustments or returns. The Company provides a standard assurance warranty that does not create a performance obligation. Practical Expedients: - The Company applies the practical expedient for shipping and handling as fulfillment costs. - The Company expenses sales commissions as sales and marketing expenses in the period they are incurred. |
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 $2,004,000 and $1,947,000 in 2019 and 2018, 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 $2,000 in 2019, compared with $24,000 in 2018, 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, 2019 and 2018, there were options to purchase 25,000 shares and 15,606 shares, respectively, 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, 2019 2018 Weighted average shares outstanding - basic 4,883,923 4,748,609 Effect of diluted securities 93,672 126,422 Weighted average shares outstanding - diluted 4,977,595 4,875,031 |
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. The Company periodically undertakes a review of its valuation allowance and it evaluates all positive and negative factors that may affect whether it is more likely than not that the Company would realize its future tax benefits from its deferred tax balances. Pursuant to ASC 740, Income Taxes The Company recognizes interest and/or penalties, if any, related to income tax matters in income tax expense. |
Concentration Risks | Concentration Risks In 2019, the Company's largest customer, an electronics contract manufacturing company in the aerospace and defense markets, accounted for $5,522,000, or 17.3%, of the Company's total revenues, compared to $4,436,000, or 17.8%, in 2018. The Company’s second largest customer, a defense contract manufacturer, accounted for $3,187,000, or 10.0%, of the Company's total revenues, compared to $2,258,000, or 9.1%, in 2018. A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of December 31, 2019, four of the Company's largest customers accounted for approximately $1,841,000, or 40%, of accounts receivable. As of December 31, 2018, four of the Company's largest customers accounted for approximately $1,043,000, or 30%, 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, 2019 and 2018, some deposits held at financial institutions were in excess of federally insured limits. The Company has not experienced any losses related to these balances. |
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, 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 loss of $13,000 and $74,000, in 2019 and 2018, respectively, which is included within other income, net in the consolidated statements of operations. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”, to require lessees to recognize all leases, with limited exceptions, on the balance sheet. 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. Subsequently, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842”, ASU 2018-11, “Targeted Improvements”, ASU 2018-20, “Narrow-Scope Improvements for Lessors”, and ASU 2019-01, “Codification Improvements”, to clarify and amend the guidance in ASU 2016-02. The Company’s adoption of the ASUs effective January 1, 2019 using the prospective basis resulted in the recording of lease assets and lease liabilities of $142,000 on the consolidated balance sheet during the first quarter of 2019. The Company has elected the practical expedient to exclude leases with terms less than one year from its calculations and disclosures. |
Accounting And Reporting Poli_3
Accounting And Reporting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Subsidiaries of the Company | As of December 31, 2019, the subsidiaries of the Company are as follows: Owned By The LGL Group, Inc. LGL Systems Acquisition Holding Company, LLC * 62.2 % M-tron Systems Holdings, LLC 100.0 % M-tron Industries, Inc. 100.0 % Piezo Technology, Inc. 100.0 % Piezo Technology India Private Ltd. 99.9 % 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 % * - Accounted for as an equity method investment |
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): 2020 $ 75 2021 75 2022 75 2023 75 2024 62 Total $ 362 |
Reconciliation of Basic to Diluted Weighted Average Shares Outstanding | Years Ended December 31, 2019 2018 Weighted average shares outstanding - basic 4,883,923 4,748,609 Effect of diluted securities 93,672 126,422 Weighted average shares outstanding - diluted 4,977,595 4,875,031 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31, 2019 2018 (in thousands) Raw materials $ 2,134 $ 1,719 Work in process 2,640 1,807 Finished goods 1,242 940 Total Inventories, net $ 6,016 $ 4,466 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2019 and 2018: 2019 2018 Expected volatility 40 % 31 % Dividend rate 0% 0% Expected term (in years) 3.55 3.55 Risk-free rate 1.63 % 2.65 % |
Information About Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 2019: 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, 2018 153,877 $ 4.75 $ 1.18 2.0 $ 208 Options Granted 25,000 12.72 4.02 Options Exercised (96,748 ) 4.68 1.26 Options Forfeited (3,750 ) 3.90 0.89 Option Balances at December 31, 2019 78,379 $ 7.43 $ 2.00 2.7 $ 593 Options Exercisable at December 31, 2019 45,317 $ 4.74 $ 1.02 1.4 $ 465 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Tax (Benefit) | Income tax (benefit) provision for the years ended December 31, 2019 and 2018 is as follows: 2019 2018 (in thousands) Current: Federal $ — $ (57 ) State and local 30 20 Foreign 43 156 Total Current 73 119 Deferred: Federal 1,322 616 State and local 147 (86 ) Foreign 60 46 Total before change in valuation allowance 1,529 576 Change in valuation allowance (4,709 ) (530 ) Net deferred (3,180 ) 46 Income tax (benefit) provision $ (3,107 ) $ 165 |
Reconciliation of (Benefit) Provision for Income Taxes | A reconciliation of the (benefit) provision for income taxes and the amount computed by applying the statutory federal income tax rate to income before income taxes is detailed below: 2019 2018 (in thousands) Tax provision at expected statutory rate $ 821 $ 330 State taxes, net of federal benefit 92 43 Permanent differences 34 122 Credits (108 ) (82 ) Foreign tax expense, and other 13 420 Change in rate 63 (138 ) Change in valuation allowance (4,709 ) (530 ) Permanent true-ups 687 — (Benefit) provision for income taxes $ (3,107 ) $ 165 |
Tax Effects of Temporary Differences and Carry-Forwards | Deferred income taxes for 2019 and 2018 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, 2019 and 2018 were as follows: December 31, 2019 December 31, 2018 Deferred Tax Deferred Tax Asset Liability Asset Liability (in thousands) Inventory reserve $ 239 $ — $ 301 $ — Fixed assets — 100 — 90 Other reserves and accruals 358 — 207 — Stock-based compensation 6 — 23 — Other — 18 — 24 Tax credit carry-forwards 1,724 — 1,966 — Federal tax loss carry-forwards 1,169 — 1,980 — State tax loss carry-forwards 250 — 734 — Foreign tax loss carry-forwards 67 — 127 — Total deferred income taxes 3,813 $ 118 5,338 $ 114 Valuation allowance (388 ) (5,097 ) Net deferred tax assets $ 3,307 $ 127 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Future Minimum Payment Under Operating Lease Liabilities | Future minimum lease payment obligations under operating leases are as follows (in thousands): 2019 2018 2020 $ 92 $ 35 2021 62 26 2022 64 — 2023 64 — 2024 63 — Thereafter — — Total lease payments 345 61 Less: interest (14 ) (3 ) Total lease payments $ 331 $ 58 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 Marketable Equity Security $ 10 $ — $ — $ 10 Equity Mutual Fund $ — $ 5,621 $ — $ 5,621 U.S. Treasury Mutual Fund $ 8,915 $ — $ — $ 8,915 (in thousands) Level 1 Level 2 Level 3 Total December 31, 2018 Marketable Equity Security $ 11 $ — $ — $ 11 Equity Mutual Fund $ — $ 3,764 $ — $ 3,764 U.S. Treasury Mutual Fund $ 12,506 $ — $ — $ 12,506 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Business Segment | Years Ended December 31, 2019 2018 (in thousands) Revenues from Operations Electronic components $ 30,553 $ 23,793 Electronic instruments 1,344 1,077 Total consolidated revenues $ 31,897 $ 24,870 Operating Income from Operations Electronic components $ 4,726 $ 2,525 Electronic instruments 257 49 Unallocated corporate expense (1,544 ) (1,144 ) Consolidated total operating income 3,439 1,430 Interest income, net 2 2 Loss on equity investment in unconsoldiated subsidiary (16 ) — Other income, net 484 138 Total other income 470 140 Income Before Income Taxes $ 3,909 $ 1,570 Capital Expenditures Electronic components $ 1,163 $ 324 Electronic instruments — — General corporate — — Total capital expenditures $ 1,163 $ 324 Total Assets Electronic components $ 9,863 $ 11,877 Electronic instruments 706 861 General corporate 28,648 17,337 Consolidated total assets $ 39,217 $ 30,075 |
Domestic and Foreign Revenues (
Domestic and Foreign Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenues [Abstract] | |
Significant Foreign Revenues from Operations | Significant foreign revenues from operations (10% or more of foreign sales) were as follows (in thousands): Years Ended December 31, 2019 2018 (in thousands) Malaysia $ 4,329 $ 3,153 All other foreign countries 4,171 3,044 Total foreign revenues $ 8,500 $ 6,197 Total domestic revenues $ 23,397 $ 18,673 The Company allocates its foreign revenue based on the customer's ship-to location. |
Accounting and Reporting Poli_4
Accounting and Reporting Policies - Subsidiaries of Company (Details) | 12 Months Ended | |
Dec. 31, 2019 | ||
LGL Systems Acquisition Holdings Company, LLC [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 62.20% | [1] |
M-tron Systems Holdings, LLC [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
M-tron Industries, Inc. [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Piezo Technology, Inc. [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Piezo Technology India Private Ltd. [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 99.90% | |
M-tron Asia LLC [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
M-tron Industries, Ltd. [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
GC Opportunities Ltd. [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
M-tron Services Ltd [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Precise Time and Frequency, LLC [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
Lynch Systems, Inc. [Member] | ||
Accounting And Reporting Policies [Line Items] | ||
Owned by The LGL Group, Inc. | 100.00% | |
[1] | Accounted for as an equity method investment |
Accounting and Reporting Poli_5
Accounting and Reporting Policies - Additional Information (Details) | Nov. 07, 2019USD ($) | Dec. 31, 2019USD ($)CustomerSegmentshares | Dec. 31, 2018USD ($)Customershares | Mar. 31, 2019USD ($) |
Accounting And Reporting Policies [Line Items] | ||||
Depreciation expense | $ 418,000 | $ 417,000 | ||
Term of warranty | 1 year | |||
Accrued warranty expense | $ 29,000 | 28,000 | ||
Intangible assets carrying value | 362,000 | 437,000 | ||
Goodwill | 40,000 | 40,000 | ||
Research and development costs | 2,004,000 | 1,947,000 | ||
Advertising costs | 2,000 | 24,000 | ||
Revenue concentration greater than 10% | $ 31,897,000 | 24,870,000 | ||
Number of identified reportable segments | Segment | 2 | |||
Re-measurement gain (loss) | $ (13,000) | (74,000) | ||
Lease assets | 331,000 | $ 142,000 | ||
Lease liabilities | 331,000 | 58,000 | $ 142,000 | |
Revenues [Member] | Customer Concentration Risk [Member] | Electronics Contract Manufacturer [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Revenue concentration greater than 10% | $ 5,522,000 | $ 4,436,000 | ||
Concentration risk, percentage | 17.30% | 17.80% | ||
Revenues [Member] | Customer Concentration Risk [Member] | Defense Contract Manufacturer [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Revenue concentration greater than 10% | $ 3,187,000 | $ 2,258,000 | ||
Concentration risk, percentage | 10.00% | 9.10% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Concentration risk, percentage | 40.00% | 30.00% | ||
Accounts receivable | $ 1,841,000 | $ 1,043,000 | ||
Number of large customers | Customer | 4 | 4 | ||
Options [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Securities excluded from the diluted earnings per share computation (in shares) | shares | 25,000 | 15,606 | ||
ASU 2014-09 [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Revenue, performance obligation, description of timing | The Company meets these conditions upon the Company’s satisfaction of the performance obligation, usually at the time of shipment to the customer, because control passes to the customer at that time. Our standard terms for customers are net due within 30 days, with a few exceptions, none regularly exceeding 60 days. | |||
Minimum [Member] | ASU 2014-09 [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Customer due days | 30 days | |||
Maximum [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Estimated useful life of intangible assets | 10 years | |||
Maximum [Member] | ASU 2014-09 [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Customer due days | 60 days | |||
Buildings and Improvements [Member] | Minimum [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
Buildings and Improvements [Member] | Maximum [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 35 years | |||
Other Fixed Assets [Member] | Minimum [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Other Fixed Assets [Member] | Maximum [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 10 years | |||
SPAC [Member] | ||||
Accounting And Reporting Policies [Line Items] | ||||
Amount raised through offering | $ 172,500,000 |
Accounting and Reporting Poli_6
Accounting and Reporting Policies - Future Amortization Expense of Finite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2020 | $ 75,000 | |
2021 | 75,000 | |
2022 | 75,000 | |
2023 | 75,000 | |
2024 | 62,000 | |
Total | $ 362,000 | $ 437,000 |
Accounting and Reporting Poli_7
Accounting and Reporting Policies - Reconciliation of Basic to Diluted Weighted Average Shares Outstanding (Details) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||
Weighted average shares outstanding - basic | 4,883,923 | 4,748,609 |
Effect of diluted securities | 93,672 | 126,422 |
Weighted average shares outstanding - diluted | 4,977,595 | 4,875,031 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Inventory reserve for obsolescence | $ 1,015 | $ 1,266 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Classification of Inventories [Abstract] | ||
Raw materials | $ 2,134 | $ 1,719 |
Work in process | 2,640 | 1,807 |
Finished goods | 1,242 | 940 |
Total Inventories, net | $ 6,016 | $ 4,466 |
Equity Investment in Unconsol_2
Equity Investment in Unconsolidated Subsidiary - Additional Information (Details) - USD ($) | Nov. 07, 2019 | Nov. 06, 2019 | Dec. 31, 2019 |
SPAC [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Amount raised through offering | $ 172,500,000 | ||
Shares sold in the offering | 17,250,000 | ||
LGL Systems Acquisition Holdings Company, LLC [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Contribution to fund purchase of private warrants | $ 3,350,000 | ||
Percentage of risk capital contributed to effect IPO | 62.20% | ||
Percentage of sponsorship owned | 43.57% | ||
Equity losses | $ 26,000 | ||
LGL Systems Acquisition Holdings Company, LLC [Member] | SPAC [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Warrant exercise/ strike price | $ 11.50 | ||
Percentage of sponsorship owned | 20.00% | ||
Class of warrants held | 5,200,000 | ||
Number of restricted and non-tradeable shares held | 4,312,500 | ||
LGL Systems Acquisition Holdings Company, LLC [Member] | Private Placement [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Purchase of private warrants | $ 5,200,000 | ||
Warrant exercise/ strike price | $ 11.50 | ||
LGL Systems Acquisition Holdings Company, LLC [Member] | Common Stock [Member] | Private Placement [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Warrant exercisable to purchase common stock | 1 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | May 02, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||
Balance with Fund Manager | $ 14,613,000 | $ 16,270,000 | |
Investment income generated from mutual funds | $ 206,000 | $ (28,000) | |
Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of stockholders controlling a related party | 10.00% | 10.00% | |
Maximum [Member] | |||
Related Party Transaction [Line Items] | |||
Fund management fee percent | 0.35% | ||
Aggregate loan amount to cover expense related to SPAC IPO pursuant to promissory note | $ 150,000 | ||
Other Income [Member] | |||
Related Party Transaction [Line Items] | |||
Investment income generated from mutual funds | $ 493,000 | $ 203,000 | |
Cash and Cash Equivalents [Member] | |||
Related Party Transaction [Line Items] | |||
Balance with Fund Manager | 8,992,000 | 12,506,000 | |
Marketable Securities [Member] | |||
Related Party Transaction [Line Items] | |||
Balance with Fund Manager | $ 5,621,000 | $ 3,764,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Jun. 16, 2016 | Aug. 04, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Dividend rate | 0.00% | 0.00% | ||
Options Granted | $ 4.02 | |||
Shares issued with weighted average grant date fair value | 5,871 | |||
Weighted average grant date fair value of fully vested shares | $ 14.57 | |||
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 | |||
Options Granted | $ 4.02 | $ 1.65 | ||
Unrecognized compensation expense | $ 105,000 | |||
Unrecognized compensation expense, recognition period | 2 years 8 months 12 days | |||
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 | ||
Number of shares remaining available for future issuance (in shares) | 407,218 | |||
2011 Incentive Plan [Member] | Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unvested restricted shares granted | 0 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Inputs to Option Valuation Model for Options Granted (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Inputs to Option Valuation Model for Options Granted [Abstract] | ||
Expected volatility | 40.00% | 31.00% |
Dividend rate | 0.00% | 0.00% |
Expected term (in years) | 3 years 6 months 18 days | 3 years 6 months 18 days |
Risk-free rate | 1.63% | 2.65% |
Stock-Based Compensation - Info
Stock-Based Compensation - Information About Stock Options Outstanding and Exercisable (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares Outstanding [Roll Forward] | ||
Option Balances, beginning of period (in shares) | 153,877 | |
Options Granted (in shares) | 25,000 | |
Options Exercised (in shares) | (96,748) | |
Options Forfeited (in shares) | (3,750) | |
Option Balances, end of period (in shares) | 78,379 | 153,877 |
Options Exercisable end of period (in shares) | 45,317 | |
Options, Weighted Average Exercise Price [Roll Forward] | ||
Option Balances, beginning of period (in dollars per share) | $ 4.75 | |
Options Granted (in dollars per share) | 12.72 | |
Options Exercised (in dollars per share) | 4.68 | |
Options Forfeited (in dollars per share) | 3.90 | |
Option Balances, end of period (in dollars per share) | 7.43 | $ 4.75 |
Options Exercisable, end of period (in dollars per share) | 4.74 | |
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Option Balances, beginning of period | 1.18 | |
Options Granted | 4.02 | |
Options Exercised | 1.26 | |
Options Forfeited | 0.89 | |
Option Balances, end of period | 2 | $ 1.18 |
Options Exercisable, end of period | $ 1.02 | |
Options, Additional Disclosures [Abstract] | ||
Aggregate intrinsic value, outstanding | $ 593 | $ 208 |
Aggregate intrinsic value, exercisable | $ 465 | |
Weighted average years remaining, outstanding | 2 years 8 months 12 days | 2 years |
Weighted average years remaining, exercisable, end of period | 1 year 4 months 24 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax [Line Items] | |||
Deferred tax assets generated from foreign NOLs | $ 67,000 | $ 127,000 | |
Net balance of deferred tax asset | 3,700,000 | 5,200,000 | |
Deferred tax asset, valuation allowance | $ 400,000 | 388,000 | 5,097,000 |
U.S. deferred tax assets from operations | 700,000 | $ 1,322,000 | $ 616,000 |
Deferred tax assets and related valuation allowance written off | 700,000 | ||
U.S. deferred tax assets, realizable portion of valuation allowance | $ 3,300,000 | ||
Earliest Tax Year [Member] | |||
Income Tax [Line Items] | |||
Tax credits expiration year | 2020 | ||
Latest Tax Year [Member] | |||
Income Tax [Line Items] | |||
Tax credits expiration year | 2024 | ||
Research and Development Credit Carryforwards [Member] | |||
Income Tax [Line Items] | |||
Tax credit carryforward amount | $ 1,724,000 | ||
Research and Development Credit Carryforwards [Member] | Earliest Tax Year [Member] | |||
Income Tax [Line Items] | |||
Tax credit carryforwards expiration year | 2020 | ||
Research and Development Credit Carryforwards [Member] | Latest Tax Year [Member] | |||
Income Tax [Line Items] | |||
Tax credit carryforwards expiration year | 2038 | ||
Federal [Member] | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 5,565,000 | ||
Operating loss carryforwards expiration year | 2038 | ||
State [Member] | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards | $ 6,680,000 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Tax (Benefit) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
Federal | $ (57) | ||
State and local | $ 30 | 20 | |
Foreign | 43 | 156 | |
Total Current | 73 | 119 | |
Deferred: | |||
Federal | $ 700 | 1,322 | 616 |
State and local | 147 | (86) | |
Foreign | 60 | 46 | |
Total before change in valuation allowance | 1,529 | 576 | |
Change in valuation allowance | (4,709) | (530) | |
Net deferred | (3,180) | 46 | |
Income tax (benefit) provision | $ (3,107) | $ 165 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Provision (Benefit) for Income Taxes [Abstract] | ||
Tax provision at expected statutory rate | $ 821 | $ 330 |
State taxes, net of federal benefit | 92 | 43 |
Permanent differences | 34 | 122 |
Credits | (108) | (82) |
Foreign tax expense, and other | 13 | 420 |
Change in rate | 63 | (138) |
Change in valuation allowance | (4,709) | (530) |
Permanent true-ups | 687 | 0 |
Income tax (benefit) provision | $ (3,107) | $ 165 |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences and Carry-Forwards (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Deferred Tax Assets [Abstract] | |||
Inventory reserve | $ 239,000 | $ 301,000 | |
Other reserves and accruals | 358,000 | 207,000 | |
Stock-based compensation | 6,000 | 23,000 | |
Tax credit carry-forwards | 1,724,000 | 1,966,000 | |
Federal tax loss carry-forwards | 1,169,000 | 1,980,000 | |
State tax loss carry-forwards | 250,000 | 734,000 | |
Foreign tax loss carry-forwards | 67,000 | 127,000 | |
Total deferred income taxes | 3,813,000 | 5,338,000 | |
Valuation allowance | (388,000) | $ (400,000) | (5,097,000) |
Total deferred income tax liabilities | 118,000 | 114,000 | |
Net deferred tax assets | 3,307,000 | 127,000 | |
Deferred Tax Liabilities [Abstract] | |||
Fixed assets | 100,000 | 90,000 | |
Other | 18,000 | 24,000 | |
Total deferred income tax liabilities | $ 118,000 | $ 114,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee Lease Description [Line Items] | ||
Operating lease, existence of option to extend | true | |
Rent expense under operating leases | $ 430,000 | $ 393,000 |
Right-of-use lease assets in exchange for operating lease liabilities | 318,000 | |
Lease obligation payable | $ 331,000 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | lgl:OtherAccruedLabilitiesCurrentMember | |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease renewal term | 1 year | |
Term of operating leases | 1 year | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease renewal term | 10 years | |
Term of operating leases | 5 years |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payment Under Operating Lease Liabilities (Details) - USD ($) | Dec. 31, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | |||
2020 | $ 92,000 | $ 35,000 | |
2021 | 62,000 | 26,000 | |
2022 | 64,000 | ||
2023 | 64,000 | ||
2024 | 63,000 | ||
Total lease payments | 345,000 | 61,000 | |
Less: interest | (14,000) | (3,000) | |
Total lease payments | $ 331,000 | $ 142,000 | $ 58,000 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 29, 2011 |
Stockholders Equity Note [Abstract] | |||
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 | $ 580 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Marketable Equity Security [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | $ 10 | $ 11 |
Equity Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 5,621 | 3,764 |
U.S. Treasury Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 8,915 | 12,506 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Marketable Equity Security [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 10 | 11 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 8,915 | 12,506 |
Significant Other Observable Inputs (Level 2) [Member] | Marketable Equity Security [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Equity Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 5,621 | 3,764 |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Marketable Equity Security [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | Equity Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | U.S. Treasury Mutual Fund [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Fair value assets | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Thousands | Dec. 31, 2019USD ($)MutualFund | Dec. 31, 2018USD ($)MutualFund |
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Number of mutual fund investment | MutualFund | 2 | 2 |
Non-Recurring [Member] | ||
Fair Value Assets Measured On Recurring Basis [Line Items] | ||
Liabilities, fair value disclosure, non-recurring | $ | $ 0 | $ 0 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer matching contribution, percentage | 50.00% | |
Employer matching contribution of employees' contribution, percentage | 6.00% | |
Employer matching contribution amount | $ 115,000 | $ 118,000 |
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% |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Business Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues from Operations | ||
Revenues from operations | $ 31,897 | $ 24,870 |
Operating Income from Operations | ||
Consolidated total operating income | 3,439 | 1,430 |
Interest income, net | 2 | 2 |
Loss on equity investment in unconsoldiated subsidiary | (16) | |
Other income, net | 484 | 138 |
Total other income, net | 470 | 140 |
INCOME BEFORE INCOME TAXES | 3,909 | 1,570 |
Capital Expenditures | ||
Total capital expenditures | 1,163 | 324 |
Total Assets | ||
Total assets | 39,217 | 30,075 |
Unallocated corporate expense [Member] | ||
Operating Income from Operations | ||
Consolidated total operating income | (1,544) | (1,144) |
Total Assets | ||
Total assets | 28,648 | 17,337 |
Electronic components [Member] | ||
Revenues from Operations | ||
Revenues from operations | 30,553 | 23,793 |
Electronic components [Member] | Reportable Segment [Member] | ||
Operating Income from Operations | ||
Consolidated total operating income | 4,726 | 2,525 |
Capital Expenditures | ||
Total capital expenditures | 1,163 | 324 |
Total Assets | ||
Total assets | 9,863 | 11,877 |
Electronic instruments [Member] | ||
Revenues from Operations | ||
Revenues from operations | 1,344 | 1,077 |
Electronic instruments [Member] | Reportable Segment [Member] | ||
Operating Income from Operations | ||
Consolidated total operating income | 257 | 49 |
Total Assets | ||
Total assets | $ 706 | $ 861 |
Domestic and Foreign Revenues -
Domestic and Foreign Revenues - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Foreign [Member] | Sales Revenue, Segment [Member] | Customer Concentration Risk [Member] | |
Entity Wide Revenue Major Customer [Line Items] | |
Portion of foreign sales | 10.00% |
Domestic and Foreign Revenues_2
Domestic and Foreign Revenues - Significant Foreign Revenues from Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | $ 31,897 | $ 24,870 |
Malaysia [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | 4,329 | 3,153 |
All other foreign countries [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | 4,171 | 3,044 |
Foreign [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | 8,500 | 6,197 |
Domestic [Member] | ||
Entity Wide Revenue Major Customer [Line Items] | ||
Revenues from operations | $ 23,397 | $ 18,673 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) | Mar. 27, 2020 | Jan. 22, 2020 | Mar. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||
(Gain) loss on marketable securities | $ (206,000) | $ 28,000 | |||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
(Gain) loss on marketable securities | $ 300,000 | ||||
Percentage loss on marketable securities | 5.50% | ||||
Subsequent Event [Member] | Open Market Sale Agreement [Member] | Jefferies LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, par value (in dollars per share) | $ 0.01 | ||||
Shares sold in the offering | 263,725 | ||||
Price per share | $ 13.65 | ||||
Amount raised through offering | $ 3,491,000 | ||||
Subsequent Event [Member] | Open Market Sale Agreement [Member] | Jefferies LLC [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Aggregate offering price | $ 15,000,000 |