Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Document Information [Line Items] | ||
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 Common Stock, Shares Outstanding | 5,349,187 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-00106 | |
Entity Tax Identification Number | 38-1799862 | |
Entity Address, Address Line One | 2525 Shader Rd | |
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 Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | LGL | |
Title of 12(b) Security | Common Stock, par value $0.01 | |
Security Exchange Name | NYSEAMER | |
Warrants To Purchase Common Stock [Member] | ||
Document Information [Line Items] | ||
Trading Symbol | LGL WS | |
Title of 12(b) Security | Warrants to Purchase Common Stock, par value $0.01 | |
Security Exchange Name | NYSEAMER |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 22,325 | $ 29,016 |
Marketable securities | 19,177 | 16,167 |
Accounts receivable, net of allowances of $212 and $208, respectively | 4,711 | 4,667 |
Inventories, net | 6,372 | 5,492 |
Prepaid expenses and other current assets | 331 | 494 |
Total Current Assets | 52,916 | 55,836 |
Property, plant and equipment: | ||
Land | 536 | 536 |
Buildings and improvements | 4,877 | 4,869 |
Machinery and equipment | 19,202 | 18,815 |
Gross property, plant and equipment | 24,615 | 24,220 |
Less: accumulated depreciation | (21,150) | (20,837) |
Net property, plant, and equipment | 3,465 | 3,383 |
Right-of-use lease assets | 332 | 396 |
Intangible assets, net | 214 | 252 |
Deferred income tax assets | 499 | 34 |
Other assets | 20 | 5 |
Total Assets | 57,446 | 59,906 |
Current Liabilities: | ||
Accounts payable | 1,560 | 1,455 |
Accrued compensation and commissions | 1,336 | 1,549 |
Income taxes payable | 6 | 599 |
Other accrued expenses | 545 | 823 |
Total Current Liabilities | 3,447 | 4,426 |
Deferred income tax liability | 124 | |
Other liabilities | 632 | 613 |
Total Liabilities | 4,079 | 5,163 |
Contingencies (Note N) | ||
Stockholders’ Equity | ||
Common stock, $0.01 par value - 30,000,000 shares authorized; 5,472,054 shares issued and 5,334,187 shares outstanding at June 30, 2022, and 5,446,840 shares issued and 5,308,973 shares outstanding at December 31, 2021 | 53 | 53 |
Additional paid-in capital | 46,070 | 45,817 |
Retained earnings | 7,824 | 9,453 |
Treasury stock, 81,584 shares held in treasury at cost at June 30, 2022 and December 31, 2021 | (580) | (580) |
Total Stockholders' Equity | 53,367 | 54,743 |
Total Liabilities and Stockholders' Equity | $ 57,446 | $ 59,906 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Accounts receivable, allowances | $ 212 | $ 208 |
Stockholders’ Equity | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 |
Common stock, shares issued (in shares) | 5,472,054 | 5,446,840 |
Common stock, shares outstanding (in shares) | 5,334,187 | 5,308,973 |
Treasury stock, (in shares) | 81,584 | 81,584 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
REVENUES | $ 7,434,000 | $ 6,882,000 | $ 15,542,000 | $ 13,418,000 |
Type of Revenue [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Costs and expenses: | ||||
Manufacturing cost of sales | $ 4,639,000 | $ 4,151,000 | $ 9,700,000 | $ 8,552,000 |
Engineering, selling and administrative | 2,671,000 | 2,115,000 | 5,497,000 | 4,310,000 |
OPERATING INCOME | 124,000 | 616,000 | 345,000 | 556,000 |
Other income (expense): | ||||
Interest income (expense), net | 7,000 | (3,000) | (6,000) | |
Loss on equity investment in unconsolidated subsidiary | (676,000) | (752,000) | ||
Investment (loss) income | (2,373,000) | 75,000 | (2,328,000) | 202,000 |
Other (expense) income, net | (8,000) | (5,000) | (24,000) | 40,000 |
Total other expense, net | (2,374,000) | (609,000) | (2,352,000) | (516,000) |
(LOSS) INCOME BEFORE INCOME TAXES | (2,250,000) | 7,000 | (2,007,000) | 40,000 |
Income tax (benefit) expense | (452,000) | 25,000 | (378,000) | 31,000 |
NET (LOSS) INCOME | $ (1,798,000) | $ (18,000) | $ (1,629,000) | $ 9,000 |
Basic per share information: | ||||
Weighted average shares outstanding | 5,334,187 | 5,272,204 | 5,329,080 | 5,272,204 |
Net (loss) income | $ (0.34) | $ 0 | $ (0.31) | $ 0 |
Diluted per share information: | ||||
Weighted average shares outstanding | 5,345,648 | 5,272,204 | 5,347,583 | 5,337,986 |
Net (loss) income | $ (0.34) | $ 0 | $ (0.30) | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Treasury Stock [Member] |
Balance at Dec. 31, 2020 | $ 39,765 | $ 53 | $ 45,477 | $ (5,185) | $ (580) |
Balance (in shares) at Dec. 31, 2020 | 5,272,204 | ||||
Net income (loss) | 27 | 27 | |||
Stock-based compensation | 78 | 78 | |||
Balance at Mar. 31, 2021 | 39,870 | $ 53 | 45,555 | (5,158) | (580) |
Balance (in shares) at Mar. 31, 2021 | 5,272,204 | ||||
Balance at Dec. 31, 2020 | 39,765 | $ 53 | 45,477 | (5,185) | (580) |
Balance (in shares) at Dec. 31, 2020 | 5,272,204 | ||||
Net income (loss) | 9 | ||||
Balance at Jun. 30, 2021 | 39,871 | $ 53 | 45,574 | (5,176) | (580) |
Balance (in shares) at Jun. 30, 2021 | 5,272,204 | ||||
Balance at Mar. 31, 2021 | 39,870 | $ 53 | 45,555 | (5,158) | (580) |
Balance (in shares) at Mar. 31, 2021 | 5,272,204 | ||||
Net income (loss) | (18) | (18) | |||
Stock-based compensation | 19 | 19 | |||
Balance at Jun. 30, 2021 | 39,871 | $ 53 | 45,574 | (5,176) | (580) |
Balance (in shares) at Jun. 30, 2021 | 5,272,204 | ||||
Balance at Dec. 31, 2021 | $ 54,743 | $ 53 | 45,817 | 9,453 | (580) |
Balance (in shares) at Dec. 31, 2021 | 5,308,973 | 5,308,973 | |||
Net income (loss) | $ 169 | 169 | |||
Stock-based compensation | 233 | 233 | |||
Stock-based compensation (in shares) | 15,000 | ||||
Balance at Mar. 31, 2022 | 55,145 | $ 53 | 46,050 | 9,622 | (580) |
Balance (in shares) at Mar. 31, 2022 | 5,323,973 | ||||
Balance at Dec. 31, 2021 | $ 54,743 | $ 53 | 45,817 | 9,453 | (580) |
Balance (in shares) at Dec. 31, 2021 | 5,308,973 | 5,308,973 | |||
Net income (loss) | $ (1,629) | ||||
Balance at Jun. 30, 2022 | $ 53,367 | $ 53 | 46,070 | 7,824 | (580) |
Balance (in shares) at Jun. 30, 2022 | 5,334,187 | 5,334,187 | |||
Balance at Mar. 31, 2022 | $ 55,145 | $ 53 | 46,050 | 9,622 | (580) |
Balance (in shares) at Mar. 31, 2022 | 5,323,973 | ||||
Net income (loss) | (1,798) | (1,798) | |||
Stock-based compensation | 70 | 70 | |||
Stock-based compensation (in shares) | 15,000 | ||||
Shares withheld to pay taxes | (50) | (50) | |||
Shares withheld to pay taxes (in shares) | (4,786) | ||||
Balance at Jun. 30, 2022 | $ 53,367 | $ 53 | $ 46,070 | $ 7,824 | $ (580) |
Balance (in shares) at Jun. 30, 2022 | 5,334,187 | 5,334,187 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
OPERATING ACTIVITIES | ||
Net (loss) income | $ (1,629,000) | $ 9,000 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Depreciation | 313,000 | 233,000 |
Amortization of finite-lived intangible assets | 38,000 | 38,000 |
Stock-based compensation | 303,000 | 97,000 |
Loss on equity investment in unconsolidated subsidiary | 752,000 | |
Realized gain on sale of marketable securities | (112,000) | |
Unrealized loss (gain) on marketable securities | 2,441,000 | (202,000) |
Deferred income taxes | (589,000) | 56,000 |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable, net | (44,000) | (532,000) |
Increase in inventories, net | (880,000) | (268,000) |
Decrease (increase) in prepaid expenses and other assets | 168,000 | (33,000) |
Decrease in accounts payable, accrued compensation, income taxes and commissions and other | (896,000) | (102,000) |
Net cash (used in) provided by operating activities | (887,000) | 48,000 |
INVESTING ACTIVITIES | ||
Subscription agreement funding (Note C) | (2,725,000) | |
Capital expenditures | (395,000) | (400,000) |
Proceeds from sale of marketable securities | 1,661,000 | |
Purchase of marketable securities | (7,000,000) | |
Net cash used in investing activities | (5,734,000) | (3,125,000) |
FINANCING ACTIVITIES | ||
Payment for taxes related to net share settlement of equity awards | (50,000) | |
Prepaid financing costs | (20,000) | |
Net cash used in financing activities | (70,000) | |
Decrease in cash and cash equivalents | (6,691,000) | (3,077,000) |
Cash and cash equivalents at beginning of period | 29,016,000 | 18,331,000 |
Cash and cash equivalents at end of period | 22,325,000 | 15,254,000 |
Supplemental Disclosure: | ||
Income taxes paid | $ 735,000 | $ 30,000 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | A. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and the instructions to Form 10-Q. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2022. The information included in this Form 10-Q should be read in conjunction with the |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | B. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries except its sole variable interest entity (“VIE”), LGL Systems Acquisition Holding Company, LLC (the “Sponsor”). Intercompany transactions and accounts have been eliminated in consolidation. The VIE served as the Sponsor to a special purpose acquisition company, LGL Systems Acquisition Corp. (the “SPAC” or “DFNS”). The SPAC (“NYSE”) VIE: Our sole interest in a VIE, the Sponsor, was accounted for under the equity method of accounting and not consolidated. Determining whether to consolidate a VIE requires judgement in assessing whether an entity is a VIE and if we are the entity’s primary beneficiary. If we are the primary beneficiary of a VIE, we are required to consolidate the entity. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation included identification of significant activities and an assessment of our ability to direct those activities, based on operating and other legal agreements as well as governance provisions. As a result of our review, we concluded that we were not the primary beneficiary of the VIE and that consolidation was not warranted. 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 non-executive Chairman of the Board, who is also a greater than 10% stockholder of the Company 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 GAAP. Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. In applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of earnings or losses of the investee. We record dividends or other equity distributions as reductions in the carrying value of the investment. Following the Sponsor’s September 2021 distribution of IRNT securities to the Company, as more fully described in Note C – Equity Investment in Unconsolidated Subsidiary, the Company’s remaining investment in the Sponsor is de minimis. 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 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’s two product groupings, Frequency Control and Spectrum Control, have identical characteristics for revenue recognition. Both are recognized upon shipment to the customer. The Company provides disaggregated revenue details by segment in Note K – Segment Information, and geographic markets in Note L – 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. Impairment 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. We performed an assessment to determine if there were any indicators of impairment as a result of the operating conditions resulting from the coronavirus (“COVID-19”) pandemic at the end of the fiscal quarter ended June 30, 2022. We concluded that, while there were events and circumstances in the macro-environment that did impact us, we did not experience any entity-specific indicators of asset impairment and no triggering events occurred. Recent Accounting Pronouncements In Jun e 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-13, “ Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ,” which changes the impairment model for most financial assets. The standard replaces the incurred loss model with the current expected credit loss (“CECL”) model to estimate credit losses for financial assets. The provisions of the standard are effective for the Company on January 1, 2023; early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its financial statements. |
Equity Investment in Unconsolid
Equity Investment in Unconsolidated Subsidiary | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity Investment in Unconsolidated Subsidiary | C. Equity Investment in Unconsolidated Subsidiary In November 2019, the Company made its initial investment of $3,350,000 in the Sponsor of the SPAC and subscribed to an additional investment of $2,725,000 in March 2021, which was funded in May 2021. The incremental investment was part of the Sponsor syndication to participate in a private placement in connection with the IronNet Business Combination. As previously discussed, the SPAC completed On September 14, 2021, as a result of its Sponsor investment, the Company received 1,572,529 shares of IRNT common stock and 2,065,000 IRNT warrants exchangeable into shares of IRNT common stock. On October 1, 2021, the Company exercised its 2,065,000 warrants on a cashless basis and received 1,271,406 shares of IRNT common stock. To date, the Company has disposed of 1,555,315 of its 2,843,935 shares of IRNT common stock and received related proceeds of approximately $20.2 million, with 1,288,620 shares of IRNT common stock remaining in our portfolio at June 30, 2022 valued at $2.8 million. Subsequent to the September 14, 2021 Sponsor distribution, the Company’s IRNT common stock and warrants were classified as marketable securities under ASC 321, Investments – Equity Securities (“ASC 321”), with any change in fair value reported as an unrealized gain or loss. Se September 14, 2021 |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | D. The Company accounts for equity securities under ASC 321. Such securities are reported at fair value on the consolidated balance sheets, and the related unrealized gains and losses are reported in the consolidated statements of cash flows as non-cash adjustments to income. Any realized and unrealized gains or losses on investment securities are reported in the consolidated statements of operations as investment income or (l oss ) . Investment loss was $ and investment income was $ for the three months ended June 30 , 2022 and 2021, respectively. Investment loss was $ 2,328,000 and investment income was $ 202,000 for the six months ended June 30, 2022 and 2021, respectively . During the six months ended June 30 , 202 2 , the Company recorded realized gains on marketable securities of $ 112,000 related to a gain on the sale of 250,000 IRNT put options of $ 856,000 , offset by a realized l oss of $ for the delivery of 50,000 shares of IRNT common stock against the related derivative position . T here were no realized gains or losses for the prior year quarter or year-to-date period . Details of marketable securities held at June 30, 2022 and December 31, 2021 are as follows (in thousands): Cumulative Unrealized Fair Value Basis (Loss) Gain IronNet Securities: June 30, 2022 1,288,620 shares of common stock $ 2,848 $ 27,636 $ (24,788 ) 2,848 27,636 (24,788 ) Equity funds and other securities 16,330 16,808 (478 ) $ 19,178 $ 44,444 $ (25,266 ) IronNet Securities: December 31, 2021 1,338,620 shares of common stock $ 5,106 $ 28,696 $ (23,590 ) Put options 1,245 489 756 6,351 29,185 (22,834 ) Equity funds and other securities 9,816 9,808 8 $ 16,167 $ 38,993 $ (22,826 ) The shares of IRNT common stock were received by the Company as a result of the previously discussed Sponsor distribution. The fair value of these shares determined at the date of distribution represents the basis of these securities. At December 31, 2021, the Company held 1,250,000 shares of IRNT common stock that were restricted from sale until early 2022. The fair value of these shares of restricted common stock was determined by applying a discount for lack of marketability to the publicly quoted market price of IRNT common stock . The Company executed derivatives transactions as part of its plan to minimize the economic risk of IRNT share price volatility to its IRNT holdings. The Company held put options, covering shares of IRNT common stock with a May 2022 expiration date, for 300,000 shares of IRNT common stock at December 31, 2021. During the first quarter of 2022, the Company delivered 50,000 shares against its IRNT put options. On May 5, 2022, the Company sold its remaining put options held at March 31, 2022 covering 250,000 shares of IRNT common stock for $1,263,000. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | E . Related Party Transactions Certain balances held and invested in various mutual funds are managed by a related entity (the "Fund Manager"). Marc Gabelli, the Company’s non-executive Chairman of the Board, who is also a greater than 10% stockholder, serves as an executive officer of the Fund Manager. The brokerage and fund transactions in 2022 and 2021 were directed solely at the discretion of the Company’s management. See Note F – Fair Value Measurements for further discussion of the investments in mutual funds that are managed by the Fund Manager. As of June 30, 2022 As of December 31, 2021 Certain members of our board of directors (the “Board”) including Marc Gabelli, John Mega, Timothy Foufas, Manjit Kalha and Michael Ferrantino, and two of our management team, Patrick Huvane and Michael Ferrantino, are members of the Sponsor. Robert LaPenta joined IronNet as a board member upon the IronNet Business Combination and was a member of our Board until his resignation on September 27, 2021. Mr. LaPenta remains a passive member of the Sponsor. All except Mr. Kalha also served in various capacities of the SPAC but have all since resigned from the SPAC upon completion of the IronNet Business Combination on August 26, 2021. Prior to their resignations, John Mega was President of the SPAC, Timothy Foufas was Chief Operating Officer of the SPAC, Robert LaPenta was Co- Chief Executive Officer and Chief Financial Officer |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | F . Fair Value Measurements 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 adjusted for liquidity, when applicable. Assets measured at fair value on a recurring basis are summarized below (in thousands). Level 1 Level 2 Level 3 Total at June 30, 2022 Equity Security $ 2,876 $ — $ — $ 2,876 Equity Mutual Fund $ — $ 16,090 $ — $ 16,090 Commodity Mutual Fund $ — $ 211 $ — $ 211 U.S. Treasury Mutual Funds $ 12,898 $ — $ — $ 12,898 Level 1 Level 2 Level 3 Total at December 31, 2021 Equity Security $ 416 $ 4,734 $ — $ 5,150 Equity Mutual Fund $ — $ 9,523 $ — $ 9,523 Commodity Mutual Fund $ — $ 249 $ — $ 249 Derivative Contract Asset $ 1,245 $ — $ — $ 1,245 U.S. Treasury Mutual Funds $ 12,889 $ — $ — $ 12,889 As of June 30, 2022 and December 31, 2021, the Company had investments in four mutual funds. The Equity Mutual Fund noted above is invested in the Gabelli ABC Fund and the Commodity Mutual Fund was invested in the Gabelli Gold Fund. The U.S. Treasury Mutual Funds, included in cash and cash equivalents, are invested in the Gabelli US Treasury Money Market Fund and the BlackRock Liquidity Treasury Trust Money Market Fund. At December 31, 2021, the Company utilized a Level 2 category fair value measurement to value its investment in certain IronNet common stock holdings. Although IronNet common stock has a quoted price in active markets, a portion of the Company’s year-end IRNT holdings had sale restrictions requiring a discount for lack of marketability and classification as a Level 2 asset. The selling restriction on the restricted IRNT shares lapsed in the first quarter of 2022. The fair value of the IRNT shares without restrictions is determined based on the market price and included within the Level 1 category. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | G. Inventories Inventories are valued at the lower of cost or net realizable value using the FIFO (first-in, first-out) method. 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 reserve for excess and obsolete inventory as of June 30, 2022 and December 31, 2021 was $1,556,000 Inventories are comprised of the following (in thousands): June 30, 2022 December 31, 2021 Raw materials $ 2,844 $ 2,314 Work in process 2,657 2,196 Finished goods 871 982 Total Inventories, net $ 6,372 $ 5,492 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | H. Stock-Based Compensation Under the Company’s 2021 Incentive Plan, and the prior 2011 Incentive Plan, as amended, restricted stock and stock options have been awarded to certain employees as stock-based compensation. Compensation expense is based on the grant-date fair value and recognized over the requisite service period. In April 2022, 30,000 restricted shares were issued with a grant date fair value of $10.46 per share, 15,000 restricted shares vested, and 4,786 of the vested shares were withheld to pay taxes. Stock-based compensation expense was $70,000 and $303,000 for the three and six months ended June 30, 2022, respectively and $19,000 and $97,000 for the three and six months ended June 30, 2021, respectively. As of June 30, 2022 and December 31, 2021, there was approximately $475,000 and $435,000, respectively, of total unrecognized compensation expense related to unvested stock-based compensation arrangements, primarily related to restricted stock awards. This cost will be recognized over the weighted average remaining service period of these awards, which is 2 years for restricted stock and 0.4 years for stock options. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | I . Earnings Per Share The Company computes earnings per share in accordance with ASC 260, Earnings Per Share For both the three and six months ended June 30, 2022 and 2021, there were warrants to purchase 1,051,664 shares of common stock and options to purchase 25,000 shares of common stock excluded from the diluted earnings per share computation because the impact of the assumed exercise of such warrants and stock options would have been anti-dilutive. The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Weighted average shares outstanding - basic 5,334,187 5,272,204 5,329,080 5,272,204 Effect of diluted securities 11,461 — 18,503 65,782 Weighted average shares outstanding - diluted 5,345,648 5,272,204 5,347,583 5,337,986 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | J . Income Taxes The Company’s quarterly provision for income taxes is measured using an annual effective tax rate, adjusted for discrete items within the period presented. To determine the annual effective tax rate, the Company estimates both the total income (loss) before income taxes for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective tax rate for the full year may differ from these estimates if income (loss) before income taxes is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations. The effective tax rate for the six months ended June 30, 2022 and June 30, 2021 was 18.9% and 77.5%, respectively. The effective tax rate for the three months ended June 30, 2022 and June 30, 2021 was 20.1% and 357.1%, respectively. Differences between the Company’s effective income tax rate and the U.S. federal statutory rate are primarily the impact of research and development credits, the mix of earnings between jurisdictions, and state taxes . |
Revolving Credit Agreement
Revolving Credit Agreement | 6 Months Ended |
Jun. 30, 2022 | |
Line Of Credit Facility [Abstract] | |
Revolving Credit Agreement | K . Revolving Credit Agreement On June 15, 2022, M-Tron Industries, Inc. and Piezo Technology, Inc. (collectively, the “Borrowers”), both operating subsidiaries of The LGL Group, Inc. (the “Company”), entered into a loan agreement for a revolving line of credit with Fifth Third Bank, National Association, an unaffiliated entity, as the lender (“Lender”), for up to $5.0 million (the “Loan Agreement”), such amount to be used for working capital and general operations. The Loan Agreement is evidenced by a promissory note dated June 15, 2022 that matures on June 15, 2025 (the “Note”), and two corresponding security agreements (the “Security Agreements”). The Note bears interest at the Secured Overnight Financing Rate (SOFR) one-month rate plus 2.25%, with a SOFR floor of 0.0%. Accrued interest-only payments are due on a monthly basis until the maturity date. The Borrowers may prepay all or any portion of the loans under the Loan Agreement at any time, without fee, premium or penalty. The Loan Agreement contains various affirmative and negative covenants that are customary for lines of credit and transactions of this type, including limitations on the incurrence of debt and liabilities by the Borrowers, as well as financial reporting requirements. The Loan Agreement also imposes certain financial covenants based on the following criteria, which are specifically defined in the Loan Agreement: (a) Minimum Fixed Charge Coverage Ratio; (b) Minimum Current Ratio; and (c) Minimum Tangible Net Worth. At June 30, 2022, the Company had no borrowings outstanding under its revolving line of credit with Fifth Third Bank. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | L . Segment Information The Company has two reportable business segments; electronic components (MtronPTI), and electronic instruments (PTF). T he electronic components segment is focused on the design, manufacture and marketing of highly-engineered, high reliability frequency and spectrum control products. These electronic components ensure reliability and security in aerospace and defense communications, low noise and base accuracy for laboratory instruments, and synchronous data transfers throughout the wireless and Internet infrastructure. The electronic instruments segment is focused on the design and manufacture of high performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications. Business segment information follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues Electronic components $ 7,064 $ 6,407 $ 14,755 $ 12,661 Electronic instruments 370 475 787 757 Total consolidated revenues $ 7,434 $ 6,882 $ 15,542 $ 13,418 Operating Income (Loss) Electronic components $ 711 $ 834 $ 1,765 $ 1,183 Electronic instruments (22 ) 102 (14 ) 118 Unallocated corporate expense (565 ) (320 ) (1,406 ) (745 ) Total operating income 124 616 345 556 Interest income (expense), net 7 (3 ) — (6 ) Loss on equity investment in unconsolidated subsidiary — (676 ) — (752 ) Investment (loss) income (2,373 ) 75 (2,328 ) 202 Other (expense) income, net (8 ) (5 ) (24 ) 40 Total other expense, net (2,374 ) (609 ) (2,352 ) (516 ) (Loss) Income Before Income Taxes $ (2,250 ) $ 7 $ (2,007 ) $ 40 Operating income is equal to revenues less cost of sales and operating expenses (engineering, selling and administrative expenses). |
Domestic and Foreign Revenues
Domestic and Foreign Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
Domestic and Foreign Revenues | M . Domestic and Foreign Revenues Significant foreign revenues from operations (10% or more of foreign sales) follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Malaysia $ 1,231 $ 433 $ 2,524 $ 1,042 Hong Kong 139 166 376 355 Germany 90 204 242 286 Australia 5 189 5 189 All other foreign countries 460 405 1,174 873 Total foreign revenues $ 1,925 $ 1,397 $ 4,321 $ 2,745 Total domestic revenue $ 5,509 $ 5,485 $ 11,221 $ 10,673 The Company allocates its foreign revenue based on the customer's ship-to location. |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | N . Contingencies In the ordinary 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. |
Spin-Off
Spin-Off | 6 Months Ended |
Jun. 30, 2022 | |
Spin Off [Abstract] | |
Spin-Off | O. Spin In late 2021, the Company’s Board approved progressing with the Spin-Off (as defined below) of M-tron Industries, Inc. (together with its subsidiaries, “MtronPTI”) which is currently a wholly-owned subsidiary of the Company. On May 11, 2022, the Company filed a Definitive Proxy Statement with the SEC indicating its intention to secure stockholder approval of the transaction. At the special meeting of stockholders The Spin-Off was approved by the Company’s Board on August 3, 2022 and is expected to be effected through a pro rata issuance of shares of MtronPTI’s common stock to the Company’s stockholders structured as a tax-free distribution. Stockholders of the Company will receive one share of MtronPTI’s common stock for each share of the Company’s common stock held of record as of the close of business on the record date for the distribution. As a result, the Company’s stockholders as of the record date for the Spin-Off will also become the stockholders of MtronPTI after the Spin-Off. The Company will cease to have any ownership interest in MtronPTI following the Spin-Off, but the Company’s stockholders will, unless they sell their shares, be the stockholders of both the Company and MtronPTI. Management believes that, if completed, the potential Spin-Off of MtronPTI would enable stockholders to more clearly evaluate the performance and future potential of each entity on a standalone basis, while allowing each entity to pursue its own distinct business strategy and capital allocation policy. Separating MtronPTI as an independent, publicly-owned company positions both MtronPTI and LGL Group to create value for their respective stockholders. The Spin-Off would permit each company to tailor its strategic plans and growth opportunities, more efficiently raise and allocate resources, including capital raised through debt or equity offerings, provide flexibility to use its own stock as currency for incentive compensation and potential acquisitions and provide investors a more targeted investment opportunity. If the Spin-Off transaction is consummated, the Company anticipates reporting MtronPTI as a discontinued operation for all periods following the distribution date. The Company’s Board may, in its sole and absolute discretion, withdraw its authorization and approval of the Spin-Off and cause the Company to abandon the Spin-Off at any time prior to its consummation. Therefore, there can be no assurance that the potential Spin-Off transaction will be completed in the manner described above, or at all. |
Summary of Significant Accoun_2
Summary of Significant Accounting Polices (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and all of its majority-owned subsidiaries except its sole variable interest entity (“VIE”), LGL Systems Acquisition Holding Company, LLC (the “Sponsor”). Intercompany transactions and accounts have been eliminated in consolidation. The VIE served as the Sponsor to a special purpose acquisition company, LGL Systems Acquisition Corp. (the “SPAC” or “DFNS”). The SPAC (“NYSE”) VIE: Our sole interest in a VIE, the Sponsor, was accounted for under the equity method of accounting and not consolidated. Determining whether to consolidate a VIE requires judgement in assessing whether an entity is a VIE and if we are the entity’s primary beneficiary. If we are the primary beneficiary of a VIE, we are required to consolidate the entity. To determine if we are the primary beneficiary, we evaluate whether we have the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Our evaluation included identification of significant activities and an assessment of our ability to direct those activities, based on operating and other legal agreements as well as governance provisions. As a result of our review, we concluded that we were not the primary beneficiary of the VIE and that consolidation was not warranted. 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 non-executive Chairman of the Board, who is also a greater than 10% stockholder of the Company 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 GAAP. Significant influence generally exists when the Company owns 20% to 50% of the entity’s common stock or in-substance common stock. In applying the equity method, we record the investment at cost and subsequently increase or decrease the carrying amount of the investment by our proportionate share of earnings or losses of the investee. We record dividends or other equity distributions as reductions in the carrying value of the investment. Following the Sponsor’s September 2021 distribution of IRNT securities to the Company, as more fully described in Note C – Equity Investment in Unconsolidated Subsidiary, the Company’s remaining investment in the Sponsor is de minimis. |
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 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’s two product groupings, Frequency Control and Spectrum Control, have identical characteristics for revenue recognition. Both are recognized upon shipment to the customer. The Company provides disaggregated revenue details by segment in Note K – Segment Information, and geographic markets in Note L – 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. |
Impairments of Long-Lived Assets | Impairment 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. We performed an assessment to determine if there were any indicators of impairment as a result of the operating conditions resulting from the coronavirus (“COVID-19”) pandemic at the end of the fiscal quarter ended June 30, 2022. We concluded that, while there were events and circumstances in the macro-environment that did impact us, we did not experience any entity-specific indicators of asset impairment and no triggering events occurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In Jun e 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2016-13, “ Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments ,” which changes the impairment model for most financial assets. The standard replaces the incurred loss model with the current expected credit loss (“CECL”) model to estimate credit losses for financial assets. The provisions of the standard are effective for the Company on January 1, 2023; early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its financial statements. |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Details of Marketable Securities | Details of marketable securities held at June 30, 2022 and December 31, 2021 are as follows (in thousands): Cumulative Unrealized Fair Value Basis (Loss) Gain IronNet Securities: June 30, 2022 1,288,620 shares of common stock $ 2,848 $ 27,636 $ (24,788 ) 2,848 27,636 (24,788 ) Equity funds and other securities 16,330 16,808 (478 ) $ 19,178 $ 44,444 $ (25,266 ) IronNet Securities: December 31, 2021 1,338,620 shares of common stock $ 5,106 $ 28,696 $ (23,590 ) Put options 1,245 489 756 6,351 29,185 (22,834 ) Equity funds and other securities 9,816 9,808 8 $ 16,167 $ 38,993 $ (22,826 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 at June 30, 2022 Equity Security $ 2,876 $ — $ — $ 2,876 Equity Mutual Fund $ — $ 16,090 $ — $ 16,090 Commodity Mutual Fund $ — $ 211 $ — $ 211 U.S. Treasury Mutual Funds $ 12,898 $ — $ — $ 12,898 Level 1 Level 2 Level 3 Total at December 31, 2021 Equity Security $ 416 $ 4,734 $ — $ 5,150 Equity Mutual Fund $ — $ 9,523 $ — $ 9,523 Commodity Mutual Fund $ — $ 249 $ — $ 249 Derivative Contract Asset $ 1,245 $ — $ — $ 1,245 U.S. Treasury Mutual Funds $ 12,889 $ — $ — $ 12,889 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | Inventories are comprised of the following (in thousands): June 30, 2022 December 31, 2021 Raw materials $ 2,844 $ 2,314 Work in process 2,657 2,196 Finished goods 871 982 Total Inventories, net $ 6,372 $ 5,492 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Reconciliation of Basic to Diluted Weighted Average Shares Outstanding | The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding for the three and six months ended June 30, 2022 and 2021: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Weighted average shares outstanding - basic 5,334,187 5,272,204 5,329,080 5,272,204 Effect of diluted securities 11,461 — 18,503 65,782 Weighted average shares outstanding - diluted 5,345,648 5,272,204 5,347,583 5,337,986 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Business Segment | Business segment information follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues Electronic components $ 7,064 $ 6,407 $ 14,755 $ 12,661 Electronic instruments 370 475 787 757 Total consolidated revenues $ 7,434 $ 6,882 $ 15,542 $ 13,418 Operating Income (Loss) Electronic components $ 711 $ 834 $ 1,765 $ 1,183 Electronic instruments (22 ) 102 (14 ) 118 Unallocated corporate expense (565 ) (320 ) (1,406 ) (745 ) Total operating income 124 616 345 556 Interest income (expense), net 7 (3 ) — (6 ) Loss on equity investment in unconsolidated subsidiary — (676 ) — (752 ) Investment (loss) income (2,373 ) 75 (2,328 ) 202 Other (expense) income, net (8 ) (5 ) (24 ) 40 Total other expense, net (2,374 ) (609 ) (2,352 ) (516 ) (Loss) Income Before Income Taxes $ (2,250 ) $ 7 $ (2,007 ) $ 40 |
Domestic and Foreign Revenues (
Domestic and Foreign Revenues (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenues [Abstract] | |
Significant Foreign Revenues from Operations | Significant foreign revenues from operations (10% or more of foreign sales) follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Malaysia $ 1,231 $ 433 $ 2,524 $ 1,042 Hong Kong 139 166 376 355 Germany 90 204 242 286 Australia 5 189 5 189 All other foreign countries 460 405 1,174 873 Total foreign revenues $ 1,925 $ 1,397 $ 4,321 $ 2,745 Total domestic revenue $ 5,509 $ 5,485 $ 11,221 $ 10,673 The Company allocates its foreign revenue based on the customer's ship-to location. |
Summary of Significant Accoun_3
Summary of Significant Accounting Polices - Additional Information (Details) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
ASU 2014-09 [Member] | ||
Summary Of Significant Accounting 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] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equity method investment ownership percentage | 20% | |
Percentage of sponsorship owned | 10% | 10% |
Minimum [Member] | ASU 2014-09 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Customer due days | 30 days | |
Minimum [Member] | LGL Systems Acquisition Holdings Company, LLC [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Percentage of sponsorship owned | 10% | |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Equity method investment ownership percentage | 50% | |
Maximum [Member] | ASU 2014-09 [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Customer due days | 60 days |
Equity Investment in Unconsol_2
Equity Investment in Unconsolidated Subsidiary - Additional Information (Details) - USD ($) | 6 Months Ended | ||||||||
Nov. 30, 2019 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | Sep. 14, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Equity Method Investments [Line Items] | |||||||||
Contribution to fund purchase of private warrants | $ 3,350,000 | ||||||||
Proceeds from subscription of investment | $ 2,725,000 | ||||||||
Common stock, shares outstanding (in shares) | 5,334,187 | 5,308,973 | |||||||
Common Stock [Member] | |||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | 5,334,187 | 5,323,973 | 5,308,973 | 5,272,204 | 5,272,204 | 5,272,204 | |||
IronNet [Member] | |||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | 1,572,529 | ||||||||
Warrant | 2,065,000 | ||||||||
Warrants exercised | 2,065,000 | ||||||||
IronNet [Member] | Common Stock [Member] | |||||||||
Schedule Of Equity Method Investments [Line Items] | |||||||||
Common stock, shares outstanding (in shares) | 1,288,620 | 2,843,935 | |||||||
Common shares received upon exercise of warrants | 1,271,406 | ||||||||
Shares disposed | 1,555,315 | ||||||||
Received related proceeds of common stock | $ 20,200,000 | ||||||||
Common stock, shares, value | $ 2,800,000 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
May 05, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Marketable Securities [Line Items] | |||||||
Investment income (loss) | $ (2,373,000) | $ 75,000 | $ (2,328,000) | $ 202,000 | |||
Realized gain on sale of marketable securities | 112,000 | ||||||
Realized loss on sale of marketable securities | $ 744,000 | ||||||
Realized gain or (loss) on marketable securities | $ 0 | $ 0 | |||||
IronNet [Member] | |||||||
Marketable Securities [Line Items] | |||||||
Number of put options sold, shares | 250,000 | ||||||
Common stock, delivery of shares | 50,000 | ||||||
IronNet [Member] | IronNet [Member] | Common Stock [Member] | |||||||
Marketable Securities [Line Items] | |||||||
Distribution of shares by sponsor subject to certain founder share restrictions | 1,250,000 | ||||||
IronNet [Member] | IronNet [Member] | Put Options [Member] | |||||||
Marketable Securities [Line Items] | |||||||
Common stock, delivery of shares | 50,000 | ||||||
IronNet [Member] | IronNet [Member] | Put Options [Member] | Common Stock [Member] | |||||||
Marketable Securities [Line Items] | |||||||
Shares issued by sponsor | 300,000 | ||||||
Shares sold | 250,000 | ||||||
Shares sold value | $ 1,263,000 | ||||||
IronNet [Member] | Put Options [Member] | |||||||
Marketable Securities [Line Items] | |||||||
Gain on sale of put options | $ 856,000 |
Marketable Securities - Details
Marketable Securities - Details of Marketable Securities (Details) - IronNet [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Fair Value | $ 19,178 | $ 16,167 |
Basis | 44,444 | 38,993 |
Cumulative Unrealized (Loss) Gain | (25,266) | (22,826) |
Put Options [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 1,245 | |
Basis | 489 | |
Cumulative Unrealized (Loss) Gain | 756 | |
IronNet Securities [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 2,848 | 6,351 |
Basis | 27,636 | 29,185 |
Cumulative Unrealized (Loss) Gain | (24,788) | (22,834) |
Equity Funds and Other Securities [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 16,330 | 9,816 |
Basis | 16,808 | 9,808 |
Cumulative Unrealized (Loss) Gain | (478) | 8 |
Shares of Common Stock [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 2,848 | 5,106 |
Basis | 27,636 | 28,696 |
Cumulative Unrealized (Loss) Gain | $ (24,788) | $ (23,590) |
Marketable Securities - Detai_2
Marketable Securities - Details of Marketable Securities (Parenthetical) (Details) - shares | Jun. 30, 2022 | Dec. 31, 2021 |
IronNet [Member] | Common Stock [Member] | ||
Marketable Securities [Line Items] | ||
Distribution of shares by sponsor | 1,288,620 | 1,338,620 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Balance with Fund Manager | $ 22,131 | $ 15,595 | |
Fund management fee percent | 0.61% | ||
Other Income (Expense) [Member] | |||
Related Party Transaction [Line Items] | |||
Investment income (loss) generated from mutual funds | $ (468) | $ 203 | |
Cash and Cash Equivalents [Member] | |||
Related Party Transaction [Line Items] | |||
Balance with Fund Manager | 5,830 | 5,823 | |
Marketable Securities [Member] | |||
Related Party Transaction [Line Items] | |||
Balance with Fund Manager | $ 16,301 | $ 9,772 | |
Minimum [Member] | |||
Related Party Transaction [Line Items] | |||
Percentage of sponsorship owned | 10% | 10% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on Recurring Basis (Details) - Recurring [Member] - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Equity Security [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | $ 2,876 | $ 5,150 |
Equity Mutual Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 16,090 | 9,523 |
Commodity Mutual Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 211 | 249 |
Derivative Contract Asset [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 1,245 | |
U.S. Treasury Mutual Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 12,898 | 12,889 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Equity Security [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 2,876 | 416 |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Derivative Contract Asset [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 1,245 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | U.S. Treasury Mutual Funds [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 12,898 | 12,889 |
Significant Other Observable Inputs (Level 2) [Member] | Equity Security [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 4,734 | |
Significant Other Observable Inputs (Level 2) [Member] | Equity Mutual Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 16,090 | 9,523 |
Significant Other Observable Inputs (Level 2) [Member] | Commodity Mutual Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | $ 211 | $ 249 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - MutualFund | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | ||
Number of mutual fund investment | 4 | 4 |
Inventories - Additional Inform
Inventories - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Reserve for excess and obsolete inventory | $ 1,556 | $ 1,428 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Classification of Inventories [Abstract] | ||
Raw materials | $ 2,844 | $ 2,314 |
Work in process | 2,657 | 2,196 |
Finished goods | 871 | 982 |
Total Inventories, net | $ 6,372 | $ 5,492 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Apr. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Restricted Stock [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation (in shares) | 30,000 | |||||
Weighted average grant date fair value of fully vested shares | $ 10.46 | |||||
Number of Shares, Vested | 15,000 | |||||
Shares withheld to pay taxes | 4,786 | |||||
Unrecognized compensation expense | $ 475,000 | $ 475,000 | $ 435,000 | |||
Unrecognized compensation expense, recognition period | 2 years | |||||
Options [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 70,000 | $ 19,000 | $ 303,000 | $ 97,000 | ||
Unrecognized compensation expense, recognition period | 4 months 24 days |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Options [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Securities excluded from the diluted earnings per share computation (in shares) | 25,000 | 25,000 | 25,000 | 25,000 |
Warrant [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Securities excluded from the diluted earnings per share computation (in shares) | 1,051,664 | 1,051,664 | 1,051,664 | 1,051,664 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic to Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||
Weighted average shares outstanding - basic | 5,334,187 | 5,272,204 | 5,329,080 | 5,272,204 |
Effect of diluted securities | 11,461 | 0 | 18,503 | 65,782 |
Weighted average shares outstanding - diluted | 5,345,648 | 5,272,204 | 5,347,583 | 5,337,986 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 20.10% | 357.10% | 18.90% | 77.50% |
Revolving Credit Agreement - Ad
Revolving Credit Agreement - Additional Information (Details) - Revolving Credit Facility [Member] - USD ($) | Jun. 15, 2022 | Jun. 30, 2022 |
Line Of Credit Facility [Line Items] | ||
Revolving line of credit , borrowing limit | $ 5,000,000 | |
Promissory note maturity date | Jun. 15, 2025 | |
Description of variable rate | (SOFR) one-month rate plus 2.25%, with a SOFR floor of 0.0% | |
Notes outstanding borrowings amount | $ 0 | |
Maximum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Interest rate | 2.25% | |
Minimum [Member] | ||
Line Of Credit Facility [Line Items] | ||
Interest rate | 0% |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reportable business segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues | ||||
Revenues from operations | $ 7,434 | $ 6,882 | $ 15,542 | $ 13,418 |
Operating Income (Loss) | ||||
Total operating income | 124 | 616 | 345 | 556 |
Interest income (expense), net | 7 | (3) | (6) | |
Loss on equity investment in unconsolidated subsidiary | (676) | (752) | ||
Investment (loss) income | (2,373) | 75 | (2,328) | 202 |
Other (expense) income, net | (8) | (5) | (24) | 40 |
Total other expense, net | (2,374) | (609) | (2,352) | (516) |
(LOSS) INCOME BEFORE INCOME TAXES | (2,250) | 7 | (2,007) | 40 |
Unallocated corporate expense [Member] | ||||
Operating Income (Loss) | ||||
Total operating income | (565) | (320) | (1,406) | (745) |
Electronic components [Member] | ||||
Revenues | ||||
Revenues from operations | 7,064 | 6,407 | 14,755 | 12,661 |
Electronic components [Member] | Reportable Segment [Member] | ||||
Operating Income (Loss) | ||||
Total operating income | 711 | 834 | 1,765 | 1,183 |
Electronic instruments [Member] | ||||
Revenues | ||||
Revenues from operations | 370 | 475 | 787 | 757 |
Electronic instruments [Member] | Reportable Segment [Member] | ||||
Operating Income (Loss) | ||||
Total operating income | $ (22) | $ 102 | $ (14) | $ 118 |
Domestic and Foreign Revenues -
Domestic and Foreign Revenues - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 | |
Foreign [Member] | Sales Revenue, Segment [Member] | Customer Concentration Risk [Member] | |
Entity Wide Revenue Major Customer [Line Items] | |
Portion of foreign sales | 10% |
Domestic and Foreign Revenues_2
Domestic and Foreign Revenues - Significant Foreign Revenues from Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | $ 7,434 | $ 6,882 | $ 15,542 | $ 13,418 |
Malaysia [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | 1,231 | 433 | 2,524 | 1,042 |
Hong Kong [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | 139 | 166 | 376 | 355 |
Germany [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | 90 | 204 | 242 | 286 |
Australia [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | 5 | 189 | 5 | 189 |
All other foreign countries [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | 460 | 405 | 1,174 | 873 |
Foreign [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | 1,925 | 1,397 | 4,321 | 2,745 |
Domestic [Member] | ||||
Entity Wide Revenue Major Customer [Line Items] | ||||
Revenues from operations | $ 5,509 | $ 5,485 | $ 11,221 | $ 10,673 |
Spin-Off - Additional Informati
Spin-Off - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Spin Off [Abstract] | |
Right to receive common stock share | 1 |