Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 31, 2023 | Jun. 30, 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 Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 42,656,200 | ||
Entity Common Stock, Shares Outstanding | 5,352,937 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 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 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 | ||
Entity Interactive Data Current | Yes | ||
ICFR Auditor Attestation Flag | false | ||
Entity Voluntary Filers | No | ||
Auditor Firm ID | 49 | ||
Auditor Name | RSM US LLP | ||
Auditor Location | Orlando, Florida | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE None. | ||
Common Stock [Member] | |||
Document Information [Line Items] | |||
Trading Symbol | LGL | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
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, $0.01 par value | ||
Security Exchange Name | NYSEAMER |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 21,507 | $ 26,381 |
Marketable securities | 16,585 | 16,157 |
Accounts receivable, net of allowances of $86 and $77, respectively | 543 | 672 |
Inventories, net | 265 | 271 |
Prepaid expenses and other current assets | 440 | 262 |
Current assets of discontinued operations | 12,093 | |
Total Current Assets | 39,340 | 55,836 |
Property, Plant and Equipment | ||
Gross property, plant and equipment | 639 | 639 |
Less: accumulated depreciation | (638) | (638) |
Net property, plant and equipment | 1 | 1 |
Non-current assets of discontinued operations | 4,198 | |
Right-of-use lease asset | 132 | 178 |
Intangible assets, net | 78 | 100 |
Deferred income tax asset, net | 234 | |
Total Assets | 39,785 | 60,313 |
Current Liabilities: | ||
Accounts payable | 310 | 60 |
Accrued compensation and commissions expense | 170 | 330 |
Income taxes payable | 1 | 524 |
Other accrued expenses and liabilities | 106 | 479 |
Current portion of liabilities of discontinued operations | 3,033 | |
Total Current Liabilities | 587 | 4,426 |
Deferred income tax liability, net | 531 | |
Other liabilities | 708 | 468 |
Non-current liabilities of discontinued operations | 145 | |
Total Liabilities | 1,295 | 5,570 |
Contingencies (Note M) | ||
Stockholders' Equity | ||
Common stock, $0.01 par value - 30,000,000 shares authorized; 5,434,521 shares issued and 5,352,937 shares outstanding at December 31, 2022, and 5,446,840 shares issued and 5,308,973 shares outstanding at December 31, 2021 | 53 | 53 |
Additional paid-in capital | 46,346 | 45,817 |
(Accumulated deficit) retained earnings | (7,329) | 9,453 |
Treasury stock, 81,584 shares held in treasury at cost at December 31, 2022 and 2021 | (580) | (580) |
Total Stockholders' Equity | 38,490 | 54,743 |
Total Liabilities and Stockholders' Equity | $ 39,785 | $ 60,313 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Accounts receivable, allowances | $ 86 | $ 77 |
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) | 5,434,521 | 5,446,840 |
Common stock, shares outstanding (in shares) | 5,352,937 | 5,308,973 |
Treasury stock, (in shares) | 81,584 | 81,584 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||||||
REVENUES | $ 524,000 | $ 344,000 | $ 370,000 | $ 417,000 | $ 361,000 | $ 328,000 | $ 475,000 | $ 282,000 | $ 1,655,000 | $ 1,446,000 |
Type of Revenue [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Costs and expenses: | ||||||||||
Manufacturing cost of sales | $ 165,000 | $ 203,000 | $ 227,000 | $ 242,000 | $ 215,000 | $ 146,000 | $ 206,000 | $ 144,000 | $ 837,000 | $ 711,000 |
Engineering, selling and administrative | 551,000 | 669,000 | 623,000 | 1,022,000 | 1,065,000 | 1,907,000 | 612,000 | 672,000 | 2,865,000 | 4,256,000 |
OPERATING (LOSS) | (192,000) | (528,000) | (480,000) | (847,000) | (919,000) | (1,725,000) | (343,000) | (534,000) | (2,047,000) | (3,521,000) |
Other income (expense): | ||||||||||
Interest income, net | 137,000 | 52,000 | 9,000 | (4,000) | 1,000 | 194,000 | 1,000 | |||
Gain on equity investment in unconsolidated subsidiary | 60,205,000 | (676,000) | (76,000) | 59,453,000 | ||||||
Realized loss on marketable securities | (22,649,000) | (16,962,000) | ||||||||
Unrealized gain (loss) on marketable securities | 18,121,000 | (22,949,000) | ||||||||
Other expenses, net | (29,000) | 2,000 | 1,000 | 1,000 | (259,000) | 258,000 | 2,000 | (1,000) | (25,000) | |
Total other (expense) income, net | 29,000 | (2,067,000) | (2,363,000) | 42,000 | (21,504,000) | 41,596,000 | (599,000) | 50,000 | (4,359,000) | 19,543,000 |
(LOSS) INCOME BEFORE INCOME TAXES FOR CONTINUING OPERATIONS | (163,000) | (2,595,000) | (2,843,000) | (805,000) | (22,423,000) | 39,871,000 | (942,000) | (484,000) | (6,406,000) | 16,022,000 |
(Benefit from) Provision for income taxes from continuing operations | (164,000) | (611,000) | (588,000) | (166,000) | (5,036,000) | 8,823,000 | (199,000) | (116,000) | (1,529,000) | 3,472,000 |
Net (loss) income from continuing operations | 1,000 | (1,984,000) | (2,255,000) | (639,000) | (17,387,000) | 31,048,000 | (743,000) | (368,000) | (4,877,000) | 12,550,000 |
Income from discontinued operations, net of tax | 132,000 | 488,000 | 457,000 | 808,000 | 236,000 | 732,000 | 725,000 | 395,000 | 1,885,000 | 2,088,000 |
NET (LOSS) INCOME | $ 133,000 | $ (1,496,000) | $ (1,798,000) | $ 169,000 | $ (17,151,000) | $ 31,780,000 | $ (18,000) | $ 27,000 | $ (2,992,000) | $ 14,638,000 |
Net (Loss) Income per Basic Share: | ||||||||||
Continuing Operations | $ 0 | $ (0.37) | $ (0.42) | $ (0.12) | $ (3.29) | $ 5.89 | $ (0.14) | $ (0.07) | $ (0.91) | $ 2.38 |
Discontinued Operations | 0.02 | 0.09 | 0.09 | 0.15 | 0.04 | 0.14 | 0.14 | 0.07 | 0.35 | 0.40 |
Total Net (Loss) Income per Basic Share: | 0.02 | (0.28) | (0.34) | 0.03 | (3.25) | 6.03 | 0.01 | (0.56) | 2.77 | |
Net (Loss) Income per Diluted Share: | ||||||||||
Continuing Operations | 0 | (0.37) | (0.42) | (0.12) | (3.29) | 5.83 | (0.14) | (0.07) | (0.91) | 2.35 |
Discontinued Operations | 0.02 | 0.09 | 0.09 | 0.15 | 0.04 | 0.14 | $ 0.14 | 0.07 | 0.35 | 0.39 |
Total Net (Loss) Income per Diluted Share: | $ 0.02 | $ (0.28) | $ (0.34) | $ 0.03 | $ (3.25) | $ 5.97 | $ 0.01 | $ (0.56) | $ 2.74 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity - 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) | 14,638 | 14,638 | |||
Exercise of stock options | 178 | 178 | |||
Exercise of stock options (in shares) | 33,050 | ||||
Repurchase of shares exercised | $ (251) | (251) | |||
Repurchase of shares exercised, (in shares) | 0 | (22,999) | |||
Stock-based compensation | $ 413 | 413 | |||
Stock-based compensation (in shares) | 26,718 | ||||
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) | $ (2,992) | (2,992) | |||
MtronPTI Spin-off | (13,790) | (13,790) | |||
Exercise of stock options | $ 191 | 191 | |||
Exercise of stock options (in shares) | 15,000 | 15,000 | |||
Repurchase of shares exercised | $ (50) | (50) | |||
Repurchase of shares exercised, (in shares) | 0 | (4,786) | |||
Stock-based compensation | $ 388 | 388 | |||
Stock-based compensation (in shares) | 30,000 | ||||
Balance at Dec. 31, 2022 | $ 38,490 | $ 53 | $ 46,346 | $ (7,329) | $ (580) |
Balance (in shares) at Dec. 31, 2022 | 5,352,937 | 5,349,187 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net (loss) income | $ (2,992,000) | $ 14,638,000 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation | 496,000 | 501,000 |
Amortization of finite-lived intangible assets | 62,000 | 75,000 |
Stock-based compensation | 388,000 | 413,000 |
Gain on equity investment in unconsolidated subsidiary | (59,453,000) | |
Realized loss on sale of marketable securities | 22,868,000 | 17,377,000 |
Unrealized (gain) loss on marketable securities | (18,121,000) | 22,949,000 |
Non-cash donation of IRNT common stock | 1,318,000 | |
Deferred income tax expense | (1,516,000) | 3,142,000 |
Changes in operating assets and liabilities: | ||
Increase in accounts receivable, net | (613,000) | (545,000) |
Increase in inventories, net | (2,330,000) | (212,000) |
Increase in prepaid expenses and other assets | (135,000) | (226,000) |
(Decrease) increase in income taxes payable | (476,000) | 574,000 |
Increase (decrease) in accounts payable, accrued compensation and commissions expense and other | 1,552,000 | 801,000 |
Net cash (used in) provided by operating activities | (817,000) | 1,352,000 |
INVESTING ACTIVITIES | ||
Subscription agreement funding | (2,725,000) | |
Capital expenditures | (662,000) | (1,099,000) |
Proceeds from sale of marketable securities | 2,058,000 | 18,548,000 |
Purchase of marketable securities | (7,229,000) | (5,318,000) |
Net cash (used in) provided by investing activities | (5,833,000) | 9,406,000 |
FINANCING ACTIVITIES | ||
Transfer to M-tron Industries, Inc. related to Spin-Off | (1,000,000) | |
Exercise of stock options | 191,000 | 178,000 |
Payment for taxes related to net share settlement of equity awards | (50,000) | (251,000) |
Net cash (used in) financing activities | (859,000) | (73,000) |
(Decrease) increase in cash and cash equivalents | (7,509,000) | 10,685,000 |
Cash and cash equivalents at beginning of year | 29,016,000 | 18,331,000 |
Cash and cash equivalents at end of year | 21,507,000 | 29,016,000 |
Noncash Investing and Financing Activity: | ||
Distribution of IRNT securities by Sponsor (unconsolidated subsidiary) | 65,250,000 | |
Distribution of M-tron Industries, Inc. related to Spin-Off | (12,790,000) | |
Supplemental Disclosure: | ||
Income taxes paid | $ 741,000 | $ 72,000 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | A. The consolidated financial statements include the accounts of The LGL Group, Inc. (the “Company”, “LGL Group”, “we”, “LGL”, “our” or “us”) 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. These consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Certain amounts in prior year consolidated financial statements have been reclassified to conform to the current year presentation. The Company was incorporated in 1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in 2007, and is a diversified holding company engaged in services, investment and manufacturing business activities 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. The Company’s manufacturing business is operated through its subsidiary Precise Time and Frequency, LLC ("PTF"). The Company has operations in Wakefield, Massachusetts. Spin-Off of M-tron Industries, Inc. On October 7, 2022, the tax-free spin-off of the M-tron Industries, Inc. (“MtronPTI”) business into an independent, publicly traded company (the “Separation” or “Spin-Off”) was completed and MtronPTI became an independent, publicly traded company trading on the NYSE American under the stock symbol “MPTI.” The Separation was achieved through LGL’s distribution (the “Distribution”) of 100% of the shares of MtronPTI's common stock to holders of LGL's common stock as of the close of business on the record date of September 30, 2022. LGL's stockholders of record received one-half The historical financial results of the MtronPTI business for periods prior to the distribution date along with the related direct costs of the Spin-Off are reflected in the Company’s consolidated financial statements as discontinued operations. Unless otherwise noted, discussion in these Notes to Consolidated Financial Statements refers to our continuing operations. Refer to Note C, Discontinued Operations, for additional information regarding the discontinued operations. |
Summary of Significant Accounti
Summary of Significant Accounting Polices | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Polices | B. Summary of Significant Accounting Policies Principles of Consolidation The VIE served as the Sponsor to the SPAC. The SPAC completed a merger with its target company, IronNet Cybersecurity, Inc., on August 26, 2021 and changed its name to IronNet, Inc. (“IronNet” or “IRNT”) (the “IronNet Business Combination”). IronNet is a publicly traded company on the NYSE American (“NYSE”) under the ticker symbol “IRNT.” 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 Chairman of the Board, who is also a greater than 10% stockholder of the Company. The Company has determined that it is not the primary beneficiary of the Sponsor, 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, therefore, accounts for the Sponsor under the equity method of accounting . 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. The Company reports the equity income (loss) from its investment in the Sponsor on a one-quarter lag basis 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 reported at fair value with the change in fair value from acquisition being recorded as gains and losses in the consolidated statement of operations. Realized gains and losses are reported on securities sold during the period. Unrealized gains and losses include changes in fair value on securities held at the end of the period as well as the reversal of unrealized gains and losses at the time an investment is realized. Accounts Receivable Accounts receivable 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. 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. 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. Machinery 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 from 3 years 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. 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. The net carrying value of the amortizable intangible assets was $78,000 The estimated aggregate amortization expense for intangible assets, for each of the remaining years of the estimated useful life is as follows (in thousands): 2023 $ 21 2024 21 2025 21 2026 15 Total $ 78 Warranties The Company offers a standard one-year 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. 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 payment 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 geographic markets in Note N – 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 Com p any'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. 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 measured at the fair value of the Company's common stock on the date of the grant and recognized over the respective service period. Earnings (Loss) Per Share The Company computes earnings (loss) per share in accordance with ASC 260, Earnings Per Share. For both the years ended December 31, 2022 and December 31, 2021, there were warrants to purchase 1,051,664 shares of common stock and for the year ended December 31, 2021, there were options to purchase 25,000 shares of common stock that were 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. Years Ended December 31, 2022 2021 Weighted average shares outstanding - basic 5,338,417 5,275,374 Effect of diluted securities 45,249 58,713 Weighted average shares outstanding - diluted 5,383,666 5,334,087 Income Taxes The Company's deferred income tax assets represent temporary differences between the financial statement carrying amount and the income tax basis of existing assets and liabilities that will result in deductible amounts in future years. 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 follows a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 % likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may differ from forecasted outcomes. The Company's policy is to include interest and penalties related to uncertain tax positions in income tax expense . In the ordinary course of business, we are examined by various federal, state, and foreign tax authorities. We regularly assess the potential outcomes of these examinations and any future examinations for the current or prior years in determining the adequacy of our provision for income taxes. See Note I – Income Taxes, for further information regarding income taxes. Concentration Risks In 2022, the Company's largest customer, A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of December 31, 2022, two of the Company's largest customers accounted for approximately $394,000, or 62.6%, of accounts receivable. As of December 31, 2021, two of the Company's largest customers accounted for approximately $402,000, or 53.7%, of accounts receivable. The Company carefully evaluates the creditworthiness of its customers in deciding to extend credit. 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, 2022 and 2021, 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. 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 each 2022 fiscal quarter, including at December 31, 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. 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. Derivatives are carried at fair value and included in marketable securities in the consolidated balance sheet. Changes in fair value since acquisition are reported as realized and unrealized (loss) gain in the consolidated statement s of operations . Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “ Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13 |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | C. Discontinued On October 7, 2022, the Separation of MtronPTI was completed. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations The Separation was achieved through LGL’s distribution (the “Distribution”) of 100% of the shares of MtronPTI's common stock to holders of LGL's common stock as of the close of business on the record date of September 30, 2022. LGL's stockholders of record received one-half Costs directly related to the Separation were $638,000 and $200,000 for the years ended December 31, 2022 and 2021, respectively. During the fourth quarter of 2022, MtronPTI agreed to share excess Separation costs thereby reducing the Separation costs paid by LGL by $219,000 and resulting in net Separation costs for 2022 of $419,000. Separation costs for all periods presented were included within Income from discontinued operations, net of tax within the Consolidated Statements of Operations. The information presented as discontinued operations on the Consolidated Balance Sheet at December 31, 2021 includes certain assets and liabilities that were transferred to MtronPTI pursuant to the Separation agreement and in connection with the Separation. There were no assets or liabilities classified as discontinued operations as of December 31, 2022. The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of December 31, 2021 (in thousands) : December 31, 2021 Cash and cash equivalents $ 2,635 Accounts receivable, net of allowances of $131 3,995 Inventories, net 5,221 Prepaid expenses and other current assets 242 Current Assets of Discontinued Operations $ 12,093 Net property, plant and equipment $ 3,382 Right-of-use lease asset 218 Deferred income taxes 441 Other assets 157 Non-Current Assets of Discontinued Operations $ 4,198 Accounts payable $ 1,396 Accrued compensation and commissions expense 1,213 Other accrued expenses 424 Current Liabilities of Discontinued Operations $ 3,033 Long-term lease liability 145 Non-Current Liabilities of Discontinued Operations $ 145 The following table summarizes the significant line items included in Income from Discontinued Operations, Net of Tax in the Consolidated Statements of Operations for 2022 and 2021 (in thousands): Years Ended December 31, 2022 2021 Revenues $ 23,529 $ 26,694 Manufacturing cost of sales (15,164 ) (17,358 ) Engineering, selling and administrative (5,870 ) (6,601 ) Interest expense, net (6 ) (12 ) Other (expense) income, net (44 ) 11 Income from discontinued operations before income taxes 2,445 2,734 Income tax provision 560 646 Income from discontinued operations, net of tax $ 1,885 $ 2,088 The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows for all periods presented. The following table summarizes depreciation and other significant operating non-cash items, capital expenditures and financing activities of discontinued operations for the period through October 6, 2022 and the year ended December 31, 2021 (in thousands): Period through October 6, 2022 Year ended December 31, 2021 Depreciation 496 488 Amortization of finite-lived intangible assets 42 54 Stock-based compensation expense 26 34 Capital expenditures (662 ) (1,099 ) |
Gain on Equity Investment
Gain on Equity Investment | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Gain on Equity Investment | D. 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 (“PIPE”) in connection with the IronNet Business Combination. As previously discussed, the SPAC completed a merger with its target company on August 26, 2021, and the combined company began trading its common stock on the NYSE under the symbol “IRNT”. 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 private 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. As of December 31, 2022, the Company has disposed of 2,645,185 of its 2,843,935 shares of IRNT common stock and, with 198,750 shares of IRNT common stock remaining in our portfolio at December 31, 2022 valued at approximately $46,000. For the year ended December 31, 2021, the Company recognized a gain on equity investment in unconsolidated subsidiary of $59,453,000 for representing its share of the Sponsor’s gains and losses through the September 14, 2021 distribution of IRNT common stock and private warrants. Subsequent to the September 14, 2021 Sponsor distribution, the Company’s IRNT securities held have been classified as marketable securities, under ASC 321, Investments – Equity Securities (“ASC 321”), with the change in fair value of period end holdings reported as an unrealized gain or loss. See Note E. – Marketable Securities. Subsequent to the September 14, 2021 Sponsor distribution, LGL’s interest in the Sponsor is currently immaterial. |
Marketable Securities
Marketable Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Marketable Securities | E. Marketable Securities 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 or loss. Any unrealized appreciation or depreciation on investment securities is reported in the consolidated statements of operations as an unrealized gain or loss on marketable securities. In addition, unrealized gain or loss on marketable securities as reported in the consolidated statements of operations also includes the reversal of unrealized gains and losses at the time investment gains and losses are realized. During the years ended December 31, 2022 and 2021, realized loss on marketable securities was ($22,649,000) and ($16,962,000), respectively. Unrealized gain (loss) on marketable securities was $18,121,000 and ($22,949,000), respectively, for the years ended December 31, 2022 and 2021, respectively. Details of marketable securities held at December 31, 2022 and 2021 are as follows (in thousands): Cumulative Unrealized Fair Value Basis (Loss) Gain IronNet: December 31, 2022 198,750 common shares - unrestricted $ 46 $ 4,273 $ (4,227 ) 46 4,273 (4,227 ) Equity fund and other securities 16,539 17,024 (485 ) $ 16,585 $ 21,297 $ (4,712 ) IronNet: December 31, 2021 1,250,000 common shares - restricted $ 4,734 $ 26,501 $ (21,767 ) 88,620 common shares - unrestricted 372 2,195 (1,823 ) Put options 1,245 489 756 6,351 29,185 (22,834 ) Equity fund and other securities 9,806 9,805 1 $ 16,157 $ 38,990 $ (22,833 ) The IRNT common stock was 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. As a result of the IronNet Business Combination and LGL’s investment in the Sponsor, LGL was distributed 2,065,000 IRNT private warrants and 1,572,529 shares of common stock on September 14, 2021. In an effort to continue its stakeholder responsibilities in the context of global corporate citizenship, the Company made a charitable gift on September 28, 2021 of 50,000 shares of IRNT common stock recognizing the fair value of $1,318,000 as an administrative expense at the date of donation. The fair value of the remaining 1,250,000 shares of IRNT restricted common stock outstanding was determined by applying a discount for lack of marketability to the publicly quoted market price of IRNT common stock. The 272,529 shares of PIPE-related common stock and 2,065,000 private warrants were subject to trading restrictions upon distribution until the registration statement became effective on September 30, 2021. A Monte Carlo simulation model was used to estimate the market price of IRNT private warrants. O n October 1, 2021, The basis of the private warrants was carried over to the IRNT common shares received upon exercise of such warrants. $18,548,000 The Company executed derivatives transactions as part of its plan to minimize the economic risk of IRNT share price volatility to its IRNT holdings. At December 31, 2021, the Company reported an unrealized gain of $756,000 related to put options for 300,000 shares of IRNT common stock with a May 2022 expiration date. During the first quarter of 2022, the Company delivered 50,000 shares against its IRNT put options. On May 5, 2022, the Company sold 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 | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | F. 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, currently 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. As of December 31, 2022, the balance with the Fund Manager totaled $26,811,000, including $10,295,000 which is classified within cash and cash equivalents on the accompanying consolidated balance sheets, and $16,516,000 which is classified as marketable securities on the accompanying consolidated balance sheets. As of December 31, 2021, the balance with the Fund Manager totaled $15,595,000, including $5,823,000 which is classified within cash and cash equivalents on the accompanying consolidated balance sheets, and $9,772,000 which is classified as marketable securities on the accompanying consolidated As an offset to the $838,000 Spin-Off costs incurred to date, MtonPTI has agreed to reimburse the Company $219,000 of these costs which has been recorded as a reduction of Spin-Off Costs and are included within the Income from discontinued operations, net line of the Consolidated Statements of Operations. Fund management fees earned by the Fund Manager are estimated to be approximately 0.52% of the asset balances under management on an annual basis. Certain members of our board of directors (the “Board”), including Marc Gabelli, Timothy Foufas, Manjit Kalha and Michael Ferrantino, and three members of our management, Marc Gabelli, Patrick Huvane and Michael Ferrantino, are members of the Sponsor. Robert LaPenta was a member of our Board until his resignation on September 27, 2021, as he joined IronNet as a board member upon the IRNT Business Combination. Robert LaPenta remains a passive member of the SPAC Sponsor. All except Mr. Kalha also served in various capacities of the SPAC but have all since resigned from the SPAC. Prior to resignation, Timothy Foufas was Chief Operating Officer of the SPAC; Robert LaPenta was Co-Chief Executive Officer and Chief Financial Officer of the SPAC; Mr. Gabelli was the Chairman and Co-Chief Executive Officer of the SPAC, Michael Ferrantino was a SPAC board member and Patrick Huvane was a SPAC officer. Mr. Foufas, Mr. Huvane and Mr. Gabelli are managing members of the Sponsor. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | G. 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 fair 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. (in thousands) Level 1 Level 2 Level 3 Total December 31, 2022 Equity Security $ 68 $ — $ — $ 68 Equity Mutual Fund $ — $ 16,294 $ — $ 16,294 Commodity Mutual Fund $ — $ 222 $ — $ 222 U.S. Treasury Mutual Funds $ 17,722 $ — $ — $ 17,722 (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Equity Security $ 406 $ 4,734 $ — $ 5,140 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 The Company has other assets that may be subject to measurement at fair value on a non-recurring basis including goodwill and intangible assets and other long-lived assets. 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 an estimated recoverable value. There were no liabilities subject to fair value on a non-recurring or recurring basis as of December 31, 2022 or 2021. The Company’s Common Stock Warrants (as defined below) were measured at fair value as disclosed in Note K - Stockholders’ Equity. As of December 31, 2022 and 2021, the Company had investments in four mutual funds. The Equity Mutual Fund was 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, were invested in the Gabelli US Treasury Money Market Fund and the BlackRock Liquidity Treasury Trust Money Market Fund at December 31, 2022 and 2021. 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, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | H. 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 excess and obsolescence inventory as of December 31, 2022 and 2021 was $49,000 and $47,000, respectively. The components of inventory as of December 31, 2022 and 2021 are summarized below: December 31, 2022 2021 (in thousands) Raw materials $ 258 $ 253 Work in process 7 6 Finished goods — 12 Total Inventories, net $ 265 $ 271 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | I. Income Taxes The Company periodically undertakes a review of its valuation allowance and 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. 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. During 2021, the Company released its valuation allowance over a portion of its deferred tax assets as the deferred tax assets became more likely than not to be realized. Income tax (benefit) provision for the years ended December 31, 2022 and 2021 is as follows: 2022 2021 (in thousands) Current: Federal $ (147 ) $ 588 State and local 209 69 Total Current 62 657 Deferred: Federal (1,411 ) 2,893 State and local (180 ) 301 Total before change in valuation allowance (1,591 ) 3,194 Change in valuation allowance — (379 ) Net deferred (1,591 ) 2,815 Income tax (benefit) provision $ (1,529 ) $ 3,472 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: 2022 2021 (in thousands) Tax (benefit) provision at expected statutory rate $ (1,344 ) $ 3,365 State taxes, net of federal benefit (114 ) 371 Permanent differences 43 (278 ) Tax credits — (116 ) Change in rate (17 ) — Change in valuation allowance — (379 ) Change in uncertain tax positions 29 458 Other (126 ) 51 Income tax (benefit ) provision $ (1,529 ) $ 3,472 Effective tax rate 23.9 % 21.7 % Deferred income taxes for 2022 and 2021 were provided for the temporary differences between the financial reporting basis and the income tax basis of the Company's assets and liabilities. Tax effects of temporary differences and carryforwards at December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Deferred Tax Deferred Tax Asset Liability Asset Liability (in thousands) Inventory reserve $ 12 $ — $ 11 $ — Allowance for doubtful accounts 20 — 19 — Lease liability 31 — 48 — Other reserves and accruals 17 — 72 — Unrealized gains on marketable securities 166 — — 1,024 Stock-based compensation 8 — 41 — Right-of-Use Asset — 31 — 48 Depreciation and amortization 11 — 9 — Tax credit carryforwards — — 318 — Federal tax loss carryforwards — — 23 — Total deferred income taxes 265 $ 31 541 $ 1,072 Net deferred tax assets (liabilities) $ 234 $ (531 ) Significant judgment is required in determining our provision for income taxes. In the ordinary course of business, there are many transactions for which the ultimate tax outcome is uncertain. We review our tax contingencies on a regular basis and make appropriate accruals as necessary. As of December 31, 2022, our unrecognized tax benefits totaled $637,000, and are included within other liabilities in our consolidated balance sheet. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 2021 (in thousands) (in thousands) Balance at January 1 $ 458 $ — Additions for tax positions of prior years 142 29 Additions based on tax positions related to the current year 37 429 Balance at December 31 $ 637 $ 458 The Company will recognize any interest and penalties related to unrecognized tax positions in income tax expense. 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, 2019, 2020 and 2021; although carryforward attributes that were generated prior to tax year 2019, including NOL carryforwards 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 2017 to the present. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | J. The Company leases 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, which are not short-term, are included in right-of-use lease assets. Current lease liabilities are included in other accrued expenses and long-term lease liabilities are included in other liabilities in our consolidated balance sheets. 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 at the lease commencement date in determining the present value of lease payments. Short-term leases, leases with an initial term of 12 months or less, are not recorded in the consolidated balance sheets; we recognize lease expense for these short-term leases on a straight-line basis over the lease term. The Company leases certain property and equipment under operating leases with terms that range from one to five years. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. Total operating lease costs amounted to $69,000 and $52,000 for the years ended December 31, 2022 and 2021, respectively. At December 31, 2022 and 2021, our total lease obligation was $132,000 and $178,000, respectively, of which the current portion of $62,000 and $62,000, respectively, was included in other accrued expenses on the consolidated balance sheet. The weighted average discount rate for the years ended December 31, 2022 and 2021 was 6.3% and 4.2%, respectively. At December 31, 2022 and 2021, the weighted average remaining lease term was 2 years and 3 years, respectively. Future minimum lease payment obligations under operating leases are as follows (in thousands): 2022 2023 $ 64 2024 64 2025 15 Total lease payments 143 Less: interest (11 ) Net lease payments $ 132 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | K. Shares Authorized On December 28, 2021, the Company’s stockholders approved an amendment to the Company’s certificate of incorporation to increase the number of authorized shares of our common stock to 30,000,000. Previously, the Company was authorized to issue 10,000,000 shares of common stock. The Company’s certificate of incorporation was amended and restated to effect this change. The number of authorized shares of common stock was increased to support the Company’s growth and provide flexibility for future corporate needs including financing, potential strategic transactions (mergers, acquisitions and business combinations) and grants under equity compensations plans. Common Stock Warrants LGL has approximately 5.25 million “European Style” warrants outstanding, exercisable at a 5 for 1 ratio into LGL shares only at the earlier of (i) the expiration of the warrant term, which is November 16, 2025, or (ii) subject to a date acceleration if triggered only after the average volume weighted average price (“VWAP”) of LGL common stock for 30 consecutive trading days is greater than or equal to the acceleration trigger price. The warrants are publicly listed on the NYSE American under the symbol LGL.WS. The distribution of MtronPTI shares was a qualifying dilutive event that required an adjustment, with the exercise price of the warrants and the trigger price for the potential acceleration of the exercise date for its warrants adjusted using the calculation provided within the warrant agreement. Effective October 18, 2022, the warrant exercise price, originally set at $12.50, was adjusted to $4.75, and the target trigger price for potential acceleration of the exercise date, originally set at $17.50, was adjusted to $6.65. Assuming that all warrants are exercised, the net proceeds from the exercise of the warrants will be approximately $5.0 million. The Company intends to use the net proceeds from the exercise of the warrants for general corporate purposes, which may include working capital, general and administrative expenses, capital expenditures and implementation of our strategic priorities. Pending the application of the net proceeds, we may invest the proceeds in short-term, interest bearing, investment-grade marketable securities or money market obligations. Share Repurchase Program On August 29, 2011, the Board authorized the Company to repurchase up to an additional 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. No shares were repurchased by the Company in 2022 or 2021. As of December 31, 2022, 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. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | L. On December 28, 2021, the Company’s stockholders approved the 2021 Incentive Plan (the “Plan”), including the authority to issue 1,000,000 shares of common stock. This Plan is the only long-term plan under which equity compensation may be awarded to employees, advisors and members of the Board aligning their interest with those of stockholders. A new plan was implemented rather than amending the Company’s prior plan, the Amended and Restated 2011 Incentive Plan, to address certain tax law changes . Restricted stock awards are measured at a value equal to the market price of the Company's common stock on the date of grant which is recognized over the service period of the shares. Option awards are generally granted with an exercise price either at or 10% above the market price of the Company's common stock at the date of grant; those option awards generally have 5-year contractual terms and generally vest over three years. Total stock-based compensation expense for the years ended December 31, 2022 and 2021 was $388,000 and $413,000, respectively. Restricted Stock Awards A summary of the Company’s restricted stock awards for the year ended December 31, 2022 follows: Number of Shares Weighted Average Grant Date Fair Value Aggregate Grant Date Fair value (in thousands) Balance at December 31, 2021 56,283 $ 10.80 $ 608 Granted 30,000 10.46 $ 314 Vested (30,000 ) 10.43 (313 ) Canceled (52,533 ) 10.95 (575 ) Balance at December 31, 2022 3,750 $ 9.01 $ 34 As of December 31, 2022, there was no unrecognized compensation cost related to nonvested shares granted as the remaining 3,750 shares vest on January 1, 2023. During the year ended December 31, 2021, the Company issued 53,489 restricted stock awards with a grant date fair value of $11.84 per share. Certain of these shares vested immediately (23,489); 30,000 of these shares were cancelled during the year ended December 31, 2022 Effective on October 7, 2022 the Company canceled 52,533 unvested, restricted LGL shares that had been issued to MtronPTI management. Stock Options The following table summarizes information about stock options outstanding and exercisable at December 31, 2022: 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, 2021 25,000 $ 12.72 $ 4.02 2.8 — Options Granted — — — — — Options Exercised (15,000 ) 12.72 4.02 — — Options Canceled (10,000 ) 12.72 4.02 — — Option Balances at December 31, 2022 — $ — $ — — — Options Exercisable at December 31, 2022 — $ — $ — — — The Company canceled 10,000 unvested options that had been issued to MtronPTI management, effective on October 7, 2022. |
Contingencies
Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingencies | M. 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. |
Domestic and Foreign Revenues
Domestic and Foreign Revenues | 12 Months Ended |
Dec. 31, 2022 | |
Revenues [Abstract] | |
Domestic and Foreign Revenues | N. Significant foreign revenues from operations (10% or more of foreign sales) were as follows : Years Ended December 31, 2022 2021 (in thousands) France $ 142 $ 9 Romania 100 28 Spain 65 65 Japan 10 31 India 31 56 Norway 25 31 Canada 54 29 All other foreign countries 33 59 Total foreign revenues $ 460 $ 308 Total domestic revenues $ 1,195 $ 1,138 The Company allocates its foreign revenue based on the customer’s ship-to location . |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | O. Quarterly Financial Data (Unaudited) The following table provides summarized quarterly financial data for the year ended December 31, 2022 (in thousands): Q1 2022 Q2 2022 Q3 2022 Q4 2022 REVENUES $ 417 $ 370 $ 344 $ 524 Costs and expenses: Manufacturing cost of sales 242 227 203 165 Engineering, selling and administrative 1,022 623 669 551 OPERATING LOSS (847 ) (480 ) (528 ) (192 ) Other Income (Expense): Interest (Expense) Income, net (4 ) 9 52 137 Investment Income (Loss) (1) 45 (2,373 ) (2,121 ) (79 ) Other Income (Expense), Net 1 1 2 (29 ) Total Other Income (Expense), Net 42 (2,363 ) (2,067 ) 29 LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (805 ) (2,843 ) (2,595 ) (163 ) Income Tax Benefit (166 ) (588 ) (611 ) (164 ) NET (LOSS) INCOME FROM CONTINUING OPERATIONS (639 ) (2,255 ) (1,984 ) 1 Income From Discontinued Operations, Net of Tax 808 457 488 132 NET INCOME (LOSS) $ 169 $ (1,798 ) $ (1,496 ) $ 133 Net Income (Loss) per Basic Share: Continuing Operations $ (0.12 ) $ (0.42 ) $ (0.37 ) $ 0.00 Discontinued Operations 0.15 0.09 0.09 0.02 Total Net Income (Loss) per Basic Share $ 0.03 $ (0.34 ) $ (0.28 ) $ 0.02 Net Income (Loss) per Diluted Share: Continuing Operations $ (0.12 ) $ (0.42 ) $ (0.37 ) $ 0.00 Discontinued Operations 0.15 0.09 0.09 0.02 Total Net Income (Loss) per Diluted Share $ 0.03 $ (0.34 ) $ (0.28 ) $ 0.02 Weighted average shares outstanding: Basic 5,323,973 5,334,187 5,346,043 5,349,187 Dilutive 5,345,202 5,334,187 5,346,043 5,356,188 (1) During Q2 and Q3 the investment loss related primarily to our IRNT equity security position. The following table provides summarized quarterly financial data for the year ended December 31, 2021 (in thousands): Q1 2021 Q2 2021 Q3 2021 Q4 2021 REVENUES $ 282 $ 475 $ 328 $ 361 Costs and expenses: Manufacturing cost of sales 144 206 146 215 Engineering, selling and administrative (1) 672 612 1,907 1,065 OPERATING LOSS (534 ) (343 ) (1,725 ) (919 ) Other Income (Expense): Interest (Expense) Income, net — — — 1 (Loss) gain on Equity Investment in Unconsolidated Subsidiary (2) (76 ) (676 ) 60,205 — Investment Income (Loss) (3) 127 75 (18,867 ) (21,246 ) Other (Expense) Income, Net (1 ) 2 258 (259 ) Total Other Income (Expense), Net 50 (599 ) 41,596 (21,504 ) (LOSS) GAIN FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (484 ) (942 ) 39,871 (22,423 ) Income Tax (Benefit) Provision (116 ) (199 ) 8,823 (5,036 ) NET LOSS FROM CONTINUING OPERATIONS (368 ) (743 ) 31,048 (17,387 ) Income From Discontinued Operations, Net of Tax 395 725 732 236 NET INCOME (LOSS) $ 27 $ (18 ) $ 31,780 $ (17,151 ) Net Income (Loss) per Basic Share: Continuing Operations $ (0.07 ) $ (0.14 ) $ 5.89 $ (3.29 ) Discontinued Operations 0.07 0.14 0.14 0.04 Total Net Income (Loss) per Basic Share $ 0.01 $ - $ 6.03 $ (3.25 ) Net Income (Loss) per Diluted Share: Continuing Operations $ (0.07 ) $ (0.14 ) $ 5.83 $ (3.29 ) Discontinued Operations 0.07 0.14 0.14 0.04 Total Net Income (Loss) per Diluted Share $ 0.01 $ — $ 5.97 $ (3.25 ) Weighted average shares outstanding: Basic 5,272,204 5,272,204 5,273,786 5,281,630 Dilutive 5,350,571 5,272,204 5,325,815 5,281,630 (1) During Q3 we donated 50,000 IRNT restricted shares to charity and recorded $1,318,000 in administrative costs as a result. (2) (Loss) Gain on Equity Investment in Unconsolidated Subsidiary relates to our investment in the Sponsor of the SPAC. The gain of $60,205,000 in Q3 related to the Sponsor distribution of IRNT securities. (3) The investment losses in Q3 and Q4 related primarily to our IRNT equity security position. 70 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | P. Subsequent Events The Company has evaluated events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Polices (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization | The Company was incorporated in 1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in 2007, and is a diversified holding company engaged in services, investment and manufacturing business activities 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. The Company’s manufacturing business is operated through its subsidiary Precise Time and Frequency, LLC ("PTF"). The Company has operations in Wakefield, Massachusetts. Spin-Off of M-tron Industries, Inc. On October 7, 2022, the tax-free spin-off of the M-tron Industries, Inc. (“MtronPTI”) business into an independent, publicly traded company (the “Separation” or “Spin-Off”) was completed and MtronPTI became an independent, publicly traded company trading on the NYSE American under the stock symbol “MPTI.” The Separation was achieved through LGL’s distribution (the “Distribution”) of 100% of the shares of MtronPTI's common stock to holders of LGL's common stock as of the close of business on the record date of September 30, 2022. LGL's stockholders of record received one-half The historical financial results of the MtronPTI business for periods prior to the distribution date along with the related direct costs of the Spin-Off are reflected in the Company’s consolidated financial statements as discontinued operations. Unless otherwise noted, discussion in these Notes to Consolidated Financial Statements refers to our continuing operations. Refer to Note C, Discontinued Operations, for additional information regarding the discontinued operations. |
Principles of Consolidation | Principles of Consolidation The VIE served as the Sponsor to the SPAC. The SPAC completed a merger with its target company, IronNet Cybersecurity, Inc., on August 26, 2021 and changed its name to IronNet, Inc. (“IronNet” or “IRNT”) (the “IronNet Business Combination”). IronNet is a publicly traded company on the NYSE American (“NYSE”) under the ticker symbol “IRNT.” 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 Chairman of the Board, who is also a greater than 10% stockholder of the Company. The Company has determined that it is not the primary beneficiary of the Sponsor, 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, therefore, accounts for the Sponsor under the equity method of accounting . 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. The Company reports the equity income (loss) from its investment in the Sponsor on a one-quarter lag basis |
Uses of Estimates | Uses of Estimates |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Marketable Securities | Marketable Securities |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value using the FIFO (first-in, first-out) method. 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. |
Machinery and Equipment, Net | Machinery and Equipment, Net |
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. The net carrying value of the amortizable intangible assets was $78,000 The estimated aggregate amortization expense for intangible assets, for each of the remaining years of the estimated useful life is as follows (in thousands): 2023 $ 21 2024 21 2025 21 2026 15 Total $ 78 |
Warranties | Warranties The Company offers a standard one-year 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. |
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 payment 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 geographic markets in Note N – 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 Com p any'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. |
Shipping Costs | Shipping Costs |
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. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share The Company computes earnings (loss) per share in accordance with ASC 260, Earnings Per Share. For both the years ended December 31, 2022 and December 31, 2021, there were warrants to purchase 1,051,664 shares of common stock and for the year ended December 31, 2021, there were options to purchase 25,000 shares of common stock that were 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. Years Ended December 31, 2022 2021 Weighted average shares outstanding - basic 5,338,417 5,275,374 Effect of diluted securities 45,249 58,713 Weighted average shares outstanding - diluted 5,383,666 5,334,087 |
Income Taxes | Income Taxes The Company's deferred income tax assets represent temporary differences between the financial statement carrying amount and the income tax basis of existing assets and liabilities that will result in deductible amounts in future years. 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 follows a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50 % likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments and for which actual outcomes may differ from forecasted outcomes. The Company's policy is to include interest and penalties related to uncertain tax positions in income tax expense . |
Concentration Risks | Concentration Risks In 2022, the Company's largest customer, A significant portion of the Company's accounts receivable is concentrated with a relatively small number of customers. As of December 31, 2022, two of the Company's largest customers accounted for approximately $394,000, or 62.6%, of accounts receivable. As of December 31, 2021, two of the Company's largest customers accounted for approximately $402,000, or 53.7%, of accounts receivable. The Company carefully evaluates the creditworthiness of its customers in deciding to extend credit. As a result of these policies, the Company has experienced very low historical bad debt expense and believes the related risk to be minimal. |
Segment Information | Segment Information Segment Information |
Impairments of Long-Lived Assets | Impairments of 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. Derivatives are carried at fair value and included in marketable securities in the consolidated balance sheet. Changes in fair value since acquisition are reported as realized and unrealized (loss) gain in the consolidated statement s of operations . |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, “ Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13 |
Summary of Significant Accoun_3
Summary of Significant Accounting Polices (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Future Amortization Expense of Finite-Lived Intangible Assets | The estimated aggregate amortization expense for intangible assets, for each of the remaining years of the estimated useful life is as follows (in thousands): 2023 $ 21 2024 21 2025 21 2026 15 Total $ 78 |
Reconciliation of Basic to Diluted Weighted Average Shares Outstanding | For both the years ended December 31, 2022 and December 31, 2021, there were warrants to purchase 1,051,664 shares of common stock and for the year ended December 31, 2021, there were options to purchase 25,000 shares of common stock that were 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. Years Ended December 31, 2022 2021 Weighted average shares outstanding - basic 5,338,417 5,275,374 Effect of diluted securities 45,249 58,713 Weighted average shares outstanding - diluted 5,383,666 5,334,087 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations | The information presented as discontinued operations on the Consolidated Balance Sheet at December 31, 2021 includes certain assets and liabilities that were transferred to MtronPTI pursuant to the Separation agreement and in connection with the Separation. There were no assets or liabilities classified as discontinued operations as of December 31, 2022. The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of December 31, 2021 (in thousands) : December 31, 2021 Cash and cash equivalents $ 2,635 Accounts receivable, net of allowances of $131 3,995 Inventories, net 5,221 Prepaid expenses and other current assets 242 Current Assets of Discontinued Operations $ 12,093 Net property, plant and equipment $ 3,382 Right-of-use lease asset 218 Deferred income taxes 441 Other assets 157 Non-Current Assets of Discontinued Operations $ 4,198 Accounts payable $ 1,396 Accrued compensation and commissions expense 1,213 Other accrued expenses 424 Current Liabilities of Discontinued Operations $ 3,033 Long-term lease liability 145 Non-Current Liabilities of Discontinued Operations $ 145 The following table summarizes the significant line items included in Income from Discontinued Operations, Net of Tax in the Consolidated Statements of Operations for 2022 and 2021 (in thousands): Years Ended December 31, 2022 2021 Revenues $ 23,529 $ 26,694 Manufacturing cost of sales (15,164 ) (17,358 ) Engineering, selling and administrative (5,870 ) (6,601 ) Interest expense, net (6 ) (12 ) Other (expense) income, net (44 ) 11 Income from discontinued operations before income taxes 2,445 2,734 Income tax provision 560 646 Income from discontinued operations, net of tax $ 1,885 $ 2,088 The cash flows related to discontinued operations have not been segregated and are included in the Consolidated Statements of Cash Flows for all periods presented. The following table summarizes depreciation and other significant operating non-cash items, capital expenditures and financing activities of discontinued operations for the period through October 6, 2022 and the year ended December 31, 2021 (in thousands): Period through October 6, 2022 Year ended December 31, 2021 Depreciation 496 488 Amortization of finite-lived intangible assets 42 54 Stock-based compensation expense 26 34 Capital expenditures (662 ) (1,099 ) |
Marketable Securities (Tables)
Marketable Securities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments Debt And Equity Securities [Abstract] | |
Details of Marketable Securities | Details of marketable securities held at December 31, 2022 and 2021 are as follows (in thousands): Cumulative Unrealized Fair Value Basis (Loss) Gain IronNet: December 31, 2022 198,750 common shares - unrestricted $ 46 $ 4,273 $ (4,227 ) 46 4,273 (4,227 ) Equity fund and other securities 16,539 17,024 (485 ) $ 16,585 $ 21,297 $ (4,712 ) IronNet: December 31, 2021 1,250,000 common shares - restricted $ 4,734 $ 26,501 $ (21,767 ) 88,620 common shares - unrestricted 372 2,195 (1,823 ) Put options 1,245 489 756 6,351 29,185 (22,834 ) Equity fund and other securities 9,806 9,805 1 $ 16,157 $ 38,990 $ (22,833 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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). (in thousands) Level 1 Level 2 Level 3 Total December 31, 2022 Equity Security $ 68 $ — $ — $ 68 Equity Mutual Fund $ — $ 16,294 $ — $ 16,294 Commodity Mutual Fund $ — $ 222 $ — $ 222 U.S. Treasury Mutual Funds $ 17,722 $ — $ — $ 17,722 (in thousands) Level 1 Level 2 Level 3 Total December 31, 2021 Equity Security $ 406 $ 4,734 $ — $ 5,140 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, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventory | The components of inventory as of December 31, 2022 and 2021 are summarized below: December 31, 2022 2021 (in thousands) Raw materials $ 258 $ 253 Work in process 7 6 Finished goods — 12 Total Inventories, net $ 265 $ 271 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for (Benefit) Income Tax | Income tax (benefit) provision for the years ended December 31, 2022 and 2021 is as follows: 2022 2021 (in thousands) Current: Federal $ (147 ) $ 588 State and local 209 69 Total Current 62 657 Deferred: Federal (1,411 ) 2,893 State and local (180 ) 301 Total before change in valuation allowance (1,591 ) 3,194 Change in valuation allowance — (379 ) Net deferred (1,591 ) 2,815 Income tax (benefit) provision $ (1,529 ) $ 3,472 |
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: 2022 2021 (in thousands) Tax (benefit) provision at expected statutory rate $ (1,344 ) $ 3,365 State taxes, net of federal benefit (114 ) 371 Permanent differences 43 (278 ) Tax credits — (116 ) Change in rate (17 ) — Change in valuation allowance — (379 ) Change in uncertain tax positions 29 458 Other (126 ) 51 Income tax (benefit ) provision $ (1,529 ) $ 3,472 Effective tax rate 23.9 % 21.7 % |
Tax Effects of Temporary Differences and Carryforwards | Deferred income taxes for 2022 and 2021 were provided for the temporary differences between the financial reporting basis and the income tax basis of the Company's assets and liabilities. Tax effects of temporary differences and carryforwards at December 31, 2022 and 2021 were as follows: December 31, 2022 December 31, 2021 Deferred Tax Deferred Tax Asset Liability Asset Liability (in thousands) Inventory reserve $ 12 $ — $ 11 $ — Allowance for doubtful accounts 20 — 19 — Lease liability 31 — 48 — Other reserves and accruals 17 — 72 — Unrealized gains on marketable securities 166 — — 1,024 Stock-based compensation 8 — 41 — Right-of-Use Asset — 31 — 48 Depreciation and amortization 11 — 9 — Tax credit carryforwards — — 318 — Federal tax loss carryforwards — — 23 — Total deferred income taxes 265 $ 31 541 $ 1,072 Net deferred tax assets (liabilities) $ 234 $ (531 ) |
Reconciliation of Unrecognized Tax Benefits | As of December 31, 2022, our unrecognized tax benefits totaled $637,000, and are included within other liabilities in our consolidated balance sheet. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows: 2022 2021 (in thousands) (in thousands) Balance at January 1 $ 458 $ — Additions for tax positions of prior years 142 29 Additions based on tax positions related to the current year 37 429 Balance at December 31 $ 637 $ 458 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Future Minimum Payment Under Operating Lease Liabilities | Future minimum lease payment obligations under operating leases are as follows (in thousands): 2022 2023 $ 64 2024 64 2025 15 Total lease payments 143 Less: interest (11 ) Net lease payments $ 132 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Restricted Stock Awards | A summary of the Company’s restricted stock awards for the year ended December 31, 2022 follows: Number of Shares Weighted Average Grant Date Fair Value Aggregate Grant Date Fair value (in thousands) Balance at December 31, 2021 56,283 $ 10.80 $ 608 Granted 30,000 10.46 $ 314 Vested (30,000 ) 10.43 (313 ) Canceled (52,533 ) 10.95 (575 ) Balance at December 31, 2022 3,750 $ 9.01 $ 34 |
Information About Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable at December 31, 2022: 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, 2021 25,000 $ 12.72 $ 4.02 2.8 — Options Granted — — — — — Options Exercised (15,000 ) 12.72 4.02 — — Options Canceled (10,000 ) 12.72 4.02 — — Option Balances at December 31, 2022 — $ — $ — — — Options Exercisable at December 31, 2022 — $ — $ — — — |
Domestic and Foreign Revenues (
Domestic and Foreign Revenues (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenues [Abstract] | |
Significant Foreign Revenues from Operations | Significant foreign revenues from operations (10% or more of foreign sales) were as follows : Years Ended December 31, 2022 2021 (in thousands) France $ 142 $ 9 Romania 100 28 Spain 65 65 Japan 10 31 India 31 56 Norway 25 31 Canada 54 29 All other foreign countries 33 59 Total foreign revenues $ 460 $ 308 Total domestic revenues $ 1,195 $ 1,138 The Company allocates its foreign revenue based on the customer’s ship-to location . |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Financial Data | The following table provides summarized quarterly financial data for the year ended December 31, 2022 (in thousands): Q1 2022 Q2 2022 Q3 2022 Q4 2022 REVENUES $ 417 $ 370 $ 344 $ 524 Costs and expenses: Manufacturing cost of sales 242 227 203 165 Engineering, selling and administrative 1,022 623 669 551 OPERATING LOSS (847 ) (480 ) (528 ) (192 ) Other Income (Expense): Interest (Expense) Income, net (4 ) 9 52 137 Investment Income (Loss) (1) 45 (2,373 ) (2,121 ) (79 ) Other Income (Expense), Net 1 1 2 (29 ) Total Other Income (Expense), Net 42 (2,363 ) (2,067 ) 29 LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (805 ) (2,843 ) (2,595 ) (163 ) Income Tax Benefit (166 ) (588 ) (611 ) (164 ) NET (LOSS) INCOME FROM CONTINUING OPERATIONS (639 ) (2,255 ) (1,984 ) 1 Income From Discontinued Operations, Net of Tax 808 457 488 132 NET INCOME (LOSS) $ 169 $ (1,798 ) $ (1,496 ) $ 133 Net Income (Loss) per Basic Share: Continuing Operations $ (0.12 ) $ (0.42 ) $ (0.37 ) $ 0.00 Discontinued Operations 0.15 0.09 0.09 0.02 Total Net Income (Loss) per Basic Share $ 0.03 $ (0.34 ) $ (0.28 ) $ 0.02 Net Income (Loss) per Diluted Share: Continuing Operations $ (0.12 ) $ (0.42 ) $ (0.37 ) $ 0.00 Discontinued Operations 0.15 0.09 0.09 0.02 Total Net Income (Loss) per Diluted Share $ 0.03 $ (0.34 ) $ (0.28 ) $ 0.02 Weighted average shares outstanding: Basic 5,323,973 5,334,187 5,346,043 5,349,187 Dilutive 5,345,202 5,334,187 5,346,043 5,356,188 (1) During Q2 and Q3 the investment loss related primarily to our IRNT equity security position. The following table provides summarized quarterly financial data for the year ended December 31, 2021 (in thousands): Q1 2021 Q2 2021 Q3 2021 Q4 2021 REVENUES $ 282 $ 475 $ 328 $ 361 Costs and expenses: Manufacturing cost of sales 144 206 146 215 Engineering, selling and administrative (1) 672 612 1,907 1,065 OPERATING LOSS (534 ) (343 ) (1,725 ) (919 ) Other Income (Expense): Interest (Expense) Income, net — — — 1 (Loss) gain on Equity Investment in Unconsolidated Subsidiary (2) (76 ) (676 ) 60,205 — Investment Income (Loss) (3) 127 75 (18,867 ) (21,246 ) Other (Expense) Income, Net (1 ) 2 258 (259 ) Total Other Income (Expense), Net 50 (599 ) 41,596 (21,504 ) (LOSS) GAIN FROM CONTINUING OPERATIONS BEFORE INCOME TAXES (484 ) (942 ) 39,871 (22,423 ) Income Tax (Benefit) Provision (116 ) (199 ) 8,823 (5,036 ) NET LOSS FROM CONTINUING OPERATIONS (368 ) (743 ) 31,048 (17,387 ) Income From Discontinued Operations, Net of Tax 395 725 732 236 NET INCOME (LOSS) $ 27 $ (18 ) $ 31,780 $ (17,151 ) Net Income (Loss) per Basic Share: Continuing Operations $ (0.07 ) $ (0.14 ) $ 5.89 $ (3.29 ) Discontinued Operations 0.07 0.14 0.14 0.04 Total Net Income (Loss) per Basic Share $ 0.01 $ - $ 6.03 $ (3.25 ) Net Income (Loss) per Diluted Share: Continuing Operations $ (0.07 ) $ (0.14 ) $ 5.83 $ (3.29 ) Discontinued Operations 0.07 0.14 0.14 0.04 Total Net Income (Loss) per Diluted Share $ 0.01 $ — $ 5.97 $ (3.25 ) Weighted average shares outstanding: Basic 5,272,204 5,272,204 5,273,786 5,281,630 Dilutive 5,350,571 5,272,204 5,325,815 5,281,630 (1) During Q3 we donated 50,000 IRNT restricted shares to charity and recorded $1,318,000 in administrative costs as a result. (2) (Loss) Gain on Equity Investment in Unconsolidated Subsidiary relates to our investment in the Sponsor of the SPAC. The gain of $60,205,000 in Q3 related to the Sponsor distribution of IRNT securities. (3) The investment losses in Q3 and Q4 related primarily to our IRNT equity security position. |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - Spin-Off [Member] - M-tron Industries, Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Subsidiary Or Equity Method Investee [Line Items] | |||
Percentage Of Shares Distribution Under Spinoff | 100% | ||
Right to receive common stock share | 0.5 | ||
Write off of intercompany receivables | $ 4,439,000 | ||
Intercompany receivables | $ 0 | ||
Spin-off costs | $ 638,000 | ||
Excess separation costs | $ 219,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Polices - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) Customer Segment shares | Dec. 31, 2021 USD ($) Customer shares | |
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Intangible assets carrying value | $ 78,000 | $ 100,000 | $ 78,000 | $ 100,000 | ||||||
Term of warranty | 1 year | |||||||||
Warrants to purchase, common stock | shares | 1,051,664 | 1,051,664 | ||||||||
Percentage of Ultimate Settlement | 50% | |||||||||
Revenue concentration greater than 10% | 524,000 | $ 344,000 | $ 370,000 | $ 417,000 | 361,000 | $ 328,000 | $ 475,000 | $ 282,000 | $ 1,655,000 | $ 1,446,000 |
Number of identified reportable segments | Segment | 1 | |||||||||
Revenues [Member] | Customer Concentration Risk [Member] | Largest Customer [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Revenue concentration greater than 10% | $ 312,000 | $ 540,000 | ||||||||
Concentration risk, percentage | 18.90% | 37.30% | ||||||||
Revenues [Member] | Customer Concentration Risk [Member] | Second Largest Customer [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Revenue concentration greater than 10% | $ 195,000 | $ 131,000 | ||||||||
Concentration risk, percentage | 11.80% | 9.10% | ||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Number of large customers | Customer | 2 | 2 | ||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Largest Customer [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Concentration risk, percentage | 62.60% | 53.70% | ||||||||
Accounts receivable | $ 394,000 | $ 402,000 | $ 394,000 | $ 402,000 | ||||||
Options [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Securities excluded from the diluted earnings per share computation (in shares) | shares | 25,000 | 25,000 | ||||||||
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 payment terms for customers are net due within 30 days, with a few exceptions, none regularly exceeding 60 days. | |||||||||
ASU 2016-13 [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Change in accounting principle, accounting standards update, adopted | true | true | ||||||||
Minimum [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
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] | Other Fixed Assets [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||
Minimum [Member] | LGL Systems Acquisition Holdings Company, LLC [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Equity method investment ownership percentage | 20% | 20% | ||||||||
Percentage of sponsorship owned | 10% | |||||||||
Maximum [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Estimated useful life of intangible assets | 10 years | |||||||||
Maximum [Member] | ASU 2014-09 [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Customer due days | 60 days | |||||||||
Maximum [Member] | Other Fixed Assets [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 10 years | |||||||||
Maximum [Member] | LGL Systems Acquisition Holdings Company, LLC [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Equity method investment ownership percentage | 50% | 50% |
Summary of Significant Accoun_5
Summary of Significant Accounting Polices - Future Amortization Expense of Finite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 21,000 | |
2024 | 21,000 | |
2025 | 21,000 | |
2026 | 15,000 | |
Total | $ 78,000 | $ 100,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Polices - Reconciliation of Basic to Diluted Weighted Average Shares Outstanding (Details) - shares | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted Average Number of Shares Outstanding Reconciliation [Abstract] | ||||||||||
Weighted average shares outstanding - basic | 5,349,187 | 5,346,043 | 5,334,187 | 5,323,973 | 5,281,630 | 5,273,786 | 5,272,204 | 5,272,204 | 5,338,417 | 5,275,374 |
Effect of diluted securities | 45,249 | 58,713 | ||||||||
Weighted average shares outstanding - diluted | 5,356,188 | 5,346,043 | 5,334,187 | 5,345,202 | 5,281,630 | 5,325,815 | 5,272,204 | 5,350,571 | 5,383,666 | 5,334,087 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - Spin-Off [Member] - M-tron Industries, Inc. [Member] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 07, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Percentage of shares distributed upon separation | 100% | |||
Right to receive common stock share | 0.5 | |||
Write off of intercompany receivables | $ 4,439,000 | |||
Intercompany balances | $ 0 | |||
Gross separation costs | $ 638,000 | $ 200,000 | ||
Excess separation costs | $ 219,000 | |||
Net separation costs | $ 419,000 |
Discontinued Operations - Summa
Discontinued Operations - Summary of Carrying Value of Assets and Liabilities Classified as Discontinued Operations (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Discontinued Operations And Disposal Groups [Abstract] | |
Cash and cash equivalents | $ 2,635 |
Accounts receivable, net of allowances of $131 | 3,995 |
Inventories, net | 5,221 |
Prepaid expenses and other current assets | 242 |
Current Assets of Discontinued Operations | 12,093 |
Net property, plant and equipment | 3,382 |
Right-of-use lease asset | 218 |
Deferred income taxes | 441 |
Other assets | 157 |
Non-Current Assets of Discontinued Operations | 4,198 |
Accounts payable | 1,396 |
Accrued compensation and commissions expense | 1,213 |
Other accrued expenses | 424 |
Current Liabilities of Discontinued Operations | 3,033 |
Long-term lease liability | 145 |
Non-Current Liabilities of Discontinued Operations | $ 145 |
Discontinued Operations - Sum_2
Discontinued Operations - Summary of Carrying Value of Assets and Liabilities Classified as Discontinued Operations (Parenthetical) (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Discontinued Operations And Disposal Groups [Abstract] | |
Accounts receivable, allowances | $ 131 |
Discontinued Operations - Sum_3
Discontinued Operations - Summary of Significant Line Items Included in Income from Discontinued Operations, Net of Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Revenues | $ 23,529 | $ 26,694 |
Manufacturing cost of sales | (15,164) | (17,358) |
Engineering, selling and administrative | (5,870) | (6,601) |
Interest expense, net | (6) | (12) |
Other (expense) income, net | (44) | 11 |
Income from discontinued operations before income taxes | 2,445 | 2,734 |
Income tax provision | 560 | 646 |
Income from discontinued operations, net of tax | $ 1,885 | $ 2,088 |
Discontinued Operations -Summar
Discontinued Operations -Summary of Cash Flows related to Discontinued Operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Oct. 07, 2022 | Dec. 31, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | ||
Depreciation | $ 496 | $ 488 |
Amortization of finite-lived intangible assets | 42 | 54 |
Stock-based compensation expense | 26 | 34 |
Capital expenditures | $ (662) | $ (1,099) |
Gain on Equity Investment - Add
Gain on Equity Investment - Additional Information (Details) - USD ($) | 12 Months Ended | |||||
Nov. 30, 2019 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | Sep. 14, 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) | 5,352,937 | 5,308,973 | ||||
Common Stock [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 5,349,187 | 5,308,973 | 5,272,204 | |||
IronNet [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 1,572,529 | |||||
Class Of Warrant Or Right Exercised | 2,065,000 | |||||
IronNet [Member] | Common Stock [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Common stock, shares outstanding (in shares) | 198,750 | 2,843,935 | ||||
Common Shares Received Upon Exercise Of Warrants | 1,271,406 | |||||
Shares disposed | 2,645,185 | |||||
Common stock, shares, value | $ 46,000 | |||||
IronNet [Member] | Private Warrants [Member] | ||||||
Schedule Of Equity Method Investments [Line Items] | ||||||
Warrant | 2,065,000 | |||||
Gain on equity investment | $ 59,453,000 |
Marketable Securities - Additio
Marketable Securities - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
May 05, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 01, 2021 | Sep. 14, 2021 | |
Marketable Securities [Line Items] | ||||||
Realized loss on marketable securities | $ (22,649,000) | $ (16,962,000) | ||||
Unrealized gain (loss) on marketable securities | $ 18,121,000 | $ (22,949,000) | ||||
IronNet [Member] | Private Warrants [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Class Of Warrant Or Right Exercised | 2,065,000 | |||||
IronNet [Member] | Common Stock [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Common Shares Received Upon Exercise Of Warrants | 1,271,406 | |||||
Shares sold | 1,455,315 | |||||
Pre-tax proceeds from shares sold | $ 18,548,000 | |||||
Unrestricted shares held | 198,750 | 88,620 | ||||
Restricted shares held | 1,250,000 | |||||
IronNet [Member] | Private Warrants [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Distribution of shares by sponsor | 2,065,000 | |||||
IronNet [Member] | Private Warrants [Member] | LGL Systems Acquisition Holdings Company, LLC [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Distribution of shares by sponsor | 2,065,000 | |||||
IronNet [Member] | Common Stock [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Distribution of shares by sponsor | 1,250,000 | |||||
Distribution of shares by sponsor after charitable contribution | 50,000 | |||||
Fair value of shares recognized, expense | $ 1,318,000 | |||||
IronNet [Member] | Common Stock [Member] | LGL Systems Acquisition Holdings Company, LLC [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Distribution of shares by sponsor | 1,572,529 | |||||
IronNet [Member] | PIPE Related Common Shares [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Distribution of shares by sponsor | 272,529 | |||||
IronNet [Member] | Put Options [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Unrealized gain (loss) on marketable securities | $ 756,000 | |||||
IronNet [Member] | Put Options [Member] | IronNet [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Common stock, delivery of shares | 50,000 | |||||
IronNet [Member] | Put Options [Member] | Common Stock [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Shares issued by sponsor | 300,000 | |||||
IronNet [Member] | Put Options [Member] | Common Stock [Member] | IronNet [Member] | ||||||
Marketable Securities [Line Items] | ||||||
Shares sold | 250,000 | |||||
Shares sold value | $ 1,263,000 |
Marketable Securities - Details
Marketable Securities - Details of Marketable Securities (Details) - IronNet [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Fair Value | $ 16,585 | $ 16,157 |
Basis | 21,297 | 38,990 |
Cumulative Unrealized (Loss) Gain | (4,712) | (22,833) |
Put Options [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 1,245 | |
Basis | 489 | |
Cumulative Unrealized (Loss) Gain | 756 | |
Common Shares - Restricted [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 4,734 | |
Basis | 26,501 | |
Cumulative Unrealized (Loss) Gain | (21,767) | |
Common Shares - Unrestricted [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 46 | 372 |
Basis | 4,273 | 2,195 |
Cumulative Unrealized (Loss) Gain | (4,227) | (1,823) |
IronNet Securities [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 46 | 6,351 |
Basis | 4,273 | 29,185 |
Cumulative Unrealized (Loss) Gain | (4,227) | (22,834) |
Equity Funds and Other Securities [Member] | ||
Marketable Securities [Line Items] | ||
Fair Value | 16,539 | 9,806 |
Basis | 17,024 | 9,805 |
Cumulative Unrealized (Loss) Gain | $ (485) | $ 1 |
Marketable Securities - Detai_2
Marketable Securities - Details of Marketable Securities (Parenthetical) (Details) - IronNet [Member] - shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common Shares - Restricted [Member] | ||
Marketable Securities [Line Items] | ||
Distribution of shares by sponsor | 1,250,000 | |
Common Shares - Unrestricted [Member] | ||
Marketable Securities [Line Items] | ||
Distribution of shares by sponsor | 198,750 | 88,620 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Balance with Fund Manager | $ 26,811,000 | $ 15,595,000 |
Fund management fee percent | 0.52% | |
MtronPTI Spin-off | $ (13,790,000) | |
MtonPTI [Member] | ||
Related Party Transaction [Line Items] | ||
MtronPTI Spin-off | 838,000 | |
Reduction of Spinoff costs | $ 219,000 | |
Minimum [Member] | ||
Related Party Transaction [Line Items] | ||
Percentage of sponsorship owned | 10% | 10% |
Cash and Cash Equivalents [Member] | ||
Related Party Transaction [Line Items] | ||
Balance with Fund Manager | $ 10,295,000 | $ 5,823,000 |
Marketable Securities [Member] | ||
Related Party Transaction [Line Items] | ||
Balance with Fund Manager | $ 16,516,000 | $ 9,772,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Measured at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Equity Security [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | $ 68 | $ 5,140 |
Equity Mutual Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 16,294 | 9,523 |
Commodity Mutual Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 222 | 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 Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 17,722 | 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 | 68 | 406 |
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 Fund [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value assets | 17,722 | 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 | 16,294 | 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 | $ 222 | $ 249 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) | Dec. 31, 2022 USD ($) MutualFund | Dec. 31, 2021 USD ($) MutualFund |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Number of mutual fund investment | MutualFund | 4 | 4 |
Non-Recurring [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Other liabilities, fair value disclosure, non-recurring | $ | $ 0 | $ 0 |
Inventories, Net - Additional I
Inventories, Net - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Reserve for excess and obsolete inventory | $ 49 | $ 47 |
Inventories, Net - Schedule of
Inventories, Net - Schedule of Components of Inventory (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Classification of Inventories [Abstract] | ||
Raw materials | $ 258 | $ 253 |
Work in process | 7 | 6 |
Finished goods | 12 | |
Total Inventories, net | $ 265 | $ 271 |
Income Taxes - Provision for (B
Income Taxes - Provision for (Benefit) Income Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||||||||||
Federal | $ (147) | $ 588 | ||||||||
State and local | 209 | 69 | ||||||||
Total Current | 62 | 657 | ||||||||
Deferred: | ||||||||||
Federal | (1,411) | 2,893 | ||||||||
State and local | (180) | 301 | ||||||||
Total before change in valuation allowance | (1,591) | 3,194 | ||||||||
Change in valuation allowance | 0 | (379) | ||||||||
Net deferred | (1,591) | 2,815 | ||||||||
Income tax (benefit) provision | $ (164) | $ (611) | $ (588) | $ (166) | $ (5,036) | $ 8,823 | $ (199) | $ (116) | $ (1,529) | $ 3,472 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of (Benefit) Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Provision (Benefit) for Income Taxes [Abstract] | ||||||||||
Tax (benefit) provision at expected statutory rate | $ (1,344) | $ 3,365 | ||||||||
State taxes, net of federal benefit | (114) | 371 | ||||||||
Permanent differences | 43 | (278) | ||||||||
Tax credits | 0 | (116) | ||||||||
Change in rate | (17) | 0 | ||||||||
Change in valuation allowance | 0 | (379) | ||||||||
Change in uncertain tax positions | 29 | 458 | ||||||||
Other | (126) | 51 | ||||||||
Income tax (benefit) provision | $ (164) | $ (611) | $ (588) | $ (166) | $ (5,036) | $ 8,823 | $ (199) | $ (116) | $ (1,529) | $ 3,472 |
Effective tax rate | 23.90% | 21.70% |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences and Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred Tax Assets [Abstract] | ||
Inventory reserve | $ 12 | $ 11 |
Allowance for doubtful accounts | 20 | 19 |
Lease liability | 31 | 48 |
Other reserves and accruals | 17 | 72 |
Unrealized gains on marketable securities | 166 | |
Stock-based compensation | 8 | 41 |
Depreciation and amortization | 11 | 9 |
Tax credit carryforwards | 318 | |
Federal tax loss carryforwards | 23 | |
Total deferred income taxes | 265 | 541 |
Total deferred income tax liabilities | 31 | 1,072 |
Net deferred tax assets (liabilities) | 234 | 531 |
Deferred Tax Liabilities [Abstract] | ||
Unrealized gains on marketable securities | 1,024 | |
Right-of-Use Asset | 31 | 48 |
Total deferred income tax liabilities | 31 | 1,072 |
Net deferred tax assets (liabilities) | $ 234 | $ 531 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 637,000 | $ 458,000 |
Unrecognized tax benefits that would impact effective tax rate | $ 637,000 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Balance at January 1 | $ 458,000 | |
Additions for tax positions of prior years | 142,000 | $ 29,000 |
Additions based on tax positions related to the current year | 37,000 | 429,000 |
Balance at December 31 | $ 637,000 | $ 458,000 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee Lease Description [Line Items] | ||
Operating lease, existence of option to extend | true | |
Lease obligation payable | $ 132,000 | $ 178,000 |
Rent expense under operating leases | $ 69,000 | $ 52,000 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued compensation and commissions expense | Accrued compensation and commissions expense |
Other accrued expenses | $ 62,000 | $ 62,000 |
Weighted average discount rate | 6.30% | 6.30% |
Weighted average remaining lease term | 2 years | 3 years |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease renewal term | 1 year | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease renewal term | 5 years | |
Leases, initial term | 12 months |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payment Under Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 64 |
2024 | 64 |
2025 | 15 |
Total lease payments | 143 |
Less: interest | (11) |
Net lease payments | $ 132 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Oct. 18, 2022 | Oct. 17, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 28, 2021 | Dec. 27, 2021 | Aug. 29, 2011 | |
Equity Class Of Treasury Stock [Line Items] | |||||||
Common stock, shares authorized (in shares) | 30,000,000 | 30,000,000 | 30,000,000 | 10,000,000 | |||
Number of shares authorized and available for repurchase (in shares) | 540,000 | 100,000 | |||||
Shares repurchased | 0 | 0 | |||||
Treasury stock, (in shares) | 81,584 | 81,584 | |||||
Value of repurchased common stock | $ 580 | $ 580 | |||||
European Style Warrants [Member] | |||||||
Equity Class Of Treasury Stock [Line Items] | |||||||
Warrant | 5,250,000 | ||||||
Description of warrants exercisable | 5 for 1 | ||||||
Warrant exercise price | $ 4.75 | $ 12.50 | |||||
Warrant target trigger price for potential acceleration of the exercise date | $ 6.65 | $ 17.50 | |||||
Proceeds from the exercise of the warrants | $ 5,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Jan. 01, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 07, 2022 | |
Options [Member] | M-tron Industries, Inc. [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cancelation of unvested shares | 10,000 | |||
2021 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized for issuance (in shares) | 1,000,000 | |||
2011 Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares remaining available for future issuance (in shares) | 975,188 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense | $ 0 | |||
Fair value of shares vested | $ 313,000 | $ 314,000 | ||
Shares vested | (30,000) | |||
Stock-based compensation (in shares) | 53,489 | |||
Weighted average grant date fair value of fully vested shares | $ 11.84 | |||
Number of Shares, Canceled | (52,533) | |||
Restricted Stock [Member] | L G L Shares | M-tron Industries, Inc. [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cancelation of unvested shares | 52,533 | |||
Restricted Stock [Member] | Spin-Off [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares, Canceled | (30,000) | |||
Restricted Stock [Member] | Vested Immediately [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vested | (23,489) | |||
Restricted Stock [Member] | Subsequent Event [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares vested | (3,750) | |||
Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Exercise price of options either at or above market price | 10% | |||
Term of award | 5 years | |||
Vesting period of award | 3 years | |||
Stock-based compensation expense | $ 388,000 | $ 413,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Awards (Details) - Restricted Stock [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Shares Outstanding [Roll Forward] | |
Number of Shares, Beginning balance | shares | 56,283 |
Number of Shares, Granted | shares | 30,000 |
Number of Shares, Vested | shares | (30,000) |
Number of Shares, Canceled | shares | (52,533) |
Number of Shares, Ending balance | shares | 3,750 |
Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted Average Grant Date Fair Value, Beginning balance | $ / shares | $ 10.80 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 10.46 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 10.43 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 10.95 |
Weighted Average Grant Date Fair Value, Ending balance | $ / shares | $ 9.01 |
Aggregate Grant Date Fair value [Roll Forward] | |
Aggregate Grant Date Fair value, Beginning balance | $ | $ 608 |
Aggregate Grant Date Fair value, Granted | $ | 314 |
Aggregate Grant Date Fair value, Vested | $ | (313) |
Aggregate Grant Date Fair value, Canceled | $ | (575) |
Aggregate Grant Date Fair value, Ending balance | $ | $ 34 |
Stock-Based Compensation - Info
Stock-Based Compensation - Information About Stock Options Outstanding and Exercisable (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares Outstanding [Roll Forward] | ||
Option Balances, beginning of period (in shares) | 25,000 | |
Options Exercised (in shares) | (15,000) | |
Options Canceled (in shares) | (10,000) | |
Option Balances, end of period (in shares) | 25,000 | |
Options, Weighted Average Exercise Price [Roll Forward] | ||
Option Balances, beginning of period (in dollars per share) | $ 12.72 | |
Options Exercised (in dollars per share) | 12.72 | |
Options Canceled (in dollars per share) | 12.72 | |
Option Balances, end of period (in dollars per share) | $ 12.72 | |
Weighted Average Grant Date Fair Value [Roll Forward] | ||
Option Balances, beginning of period | 4.02 | |
Options Exercised | 4.02 | |
Options Canceled | $ 4.02 | |
Option Balances, end of period | $ 4.02 | |
Options, Additional Disclosures [Abstract] | ||
Weighted average years remaining, outstanding | 2 years 9 months 18 days |
Domestic and Foreign Revenues -
Domestic and Foreign Revenues - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | $ 524 | $ 344 | $ 370 | $ 417 | $ 361 | $ 328 | $ 475 | $ 282 | $ 1,655 | $ 1,446 |
France [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 142 | 9 | ||||||||
Romania [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 100 | 28 | ||||||||
Spain [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 65 | 65 | ||||||||
All other foreign countries [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 33 | 59 | ||||||||
Japan [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 10 | 31 | ||||||||
Foreign [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 460 | 308 | ||||||||
Domestic [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 1,195 | 1,138 | ||||||||
India [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 31 | 56 | ||||||||
Norway [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | 25 | 31 | ||||||||
Canada [Member] | ||||||||||
Entity Wide Revenue Major Customer [Line Items] | ||||||||||
Revenues from operations | $ 54 | $ 29 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
REVENUES | $ 524 | $ 344 | $ 370 | $ 417 | $ 361 | $ 328 | $ 475 | $ 282 | $ 1,655 | $ 1,446 |
Type of Revenue [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember | us-gaap:ProductMember |
Costs and expenses: | ||||||||||
Manufacturing cost of sales | $ 165 | $ 203 | $ 227 | $ 242 | $ 215 | $ 146 | $ 206 | $ 144 | $ 837 | $ 711 |
Engineering, selling and administrative | 551 | 669 | 623 | 1,022 | 1,065 | 1,907 | 612 | 672 | 2,865 | 4,256 |
OPERATING (LOSS) | (192) | (528) | (480) | (847) | (919) | (1,725) | (343) | (534) | (2,047) | (3,521) |
Other income (expense): | ||||||||||
Interest (Expense) Income, net | 137 | 52 | 9 | (4) | 1 | 194 | 1 | |||
(Loss) gain on Equity Investment in Unconsolidated Subsidiary | 60,205 | (676) | (76) | 59,453 | ||||||
Investment Income (Loss) | (79) | (2,121) | (2,373) | 45 | (21,246) | (18,867) | 75 | 127 | ||
Other Income (Expense), Net | (29) | 2 | 1 | 1 | (259) | 258 | 2 | (1) | (25) | |
Total other (expense) income, net | 29 | (2,067) | (2,363) | 42 | (21,504) | 41,596 | (599) | 50 | (4,359) | 19,543 |
(LOSS) INCOME BEFORE INCOME TAXES FOR CONTINUING OPERATIONS | (163) | (2,595) | (2,843) | (805) | (22,423) | 39,871 | (942) | (484) | (6,406) | 16,022 |
Income Tax (Benefit) Provision | (164) | (611) | (588) | (166) | (5,036) | 8,823 | (199) | (116) | (1,529) | 3,472 |
Net (loss) income from continuing operations | 1 | (1,984) | (2,255) | (639) | (17,387) | 31,048 | (743) | (368) | (4,877) | 12,550 |
Income From Discontinued Operations, Net of Tax | 132 | 488 | 457 | 808 | 236 | 732 | 725 | 395 | 1,885 | 2,088 |
NET (LOSS) INCOME | $ 133 | $ (1,496) | $ (1,798) | $ 169 | $ (17,151) | $ 31,780 | $ (18) | $ 27 | $ (2,992) | $ 14,638 |
Net Income (Loss) per Basic Share: | ||||||||||
Continuing Operations | $ 0 | $ (0.37) | $ (0.42) | $ (0.12) | $ (3.29) | $ 5.89 | $ (0.14) | $ (0.07) | $ (0.91) | $ 2.38 |
Discontinued Operations | 0.02 | 0.09 | 0.09 | 0.15 | 0.04 | 0.14 | 0.14 | 0.07 | 0.35 | 0.40 |
Total Net Income (Loss) per Basic Share | 0.02 | (0.28) | (0.34) | 0.03 | (3.25) | 6.03 | 0.01 | (0.56) | 2.77 | |
Net Income (Loss) per Diluted Share: | ||||||||||
Continuing Operations | 0 | (0.37) | (0.42) | (0.12) | (3.29) | 5.83 | (0.14) | (0.07) | (0.91) | 2.35 |
Discontinued Operations | 0.02 | 0.09 | 0.09 | 0.15 | 0.04 | 0.14 | $ 0.14 | 0.07 | 0.35 | 0.39 |
Total Net Income (Loss) per Diluted Share | $ 0.02 | $ (0.28) | $ (0.34) | $ 0.03 | $ (3.25) | $ 5.97 | $ 0.01 | $ (0.56) | $ 2.74 | |
Weighted average shares outstanding: | ||||||||||
Basic | 5,349,187 | 5,346,043 | 5,334,187 | 5,323,973 | 5,281,630 | 5,273,786 | 5,272,204 | 5,272,204 | 5,338,417 | 5,275,374 |
Dilutive | 5,356,188 | 5,346,043 | 5,334,187 | 5,345,202 | 5,281,630 | 5,325,815 | 5,272,204 | 5,350,571 | 5,383,666 | 5,334,087 |
Quarterly Financial Data (Una_4
Quarterly Financial Data (Unaudited) - Summary of Quarterly Financial Data (Parenthetical) (Details) - IronNet [Member] $ in Thousands | 3 Months Ended |
Sep. 30, 2021 USD ($) shares | |
Effect Of Fourth Quarter Events [Line Items] | |
Stock-based compensation (in shares) | shares | 50,000 |
Administrative costs | $ 1,318,000 |
Gain on sponsor distribution of securities | $ 60,205,000 |