Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | P&F INDUSTRIES INC | |
Entity Central Index Key | 75,340 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | PFIN | |
Entity Common Stock, Shares Outstanding | 3,597,870 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 941,000 | $ 927,000 |
Accounts receivable - net | 10,581,000 | 8,477,000 |
Inventories | 20,322,000 | 19,783,000 |
Prepaid expenses and other current assets | 2,974,000 | 1,032,000 |
Assets of discontinued operations | 0 | 8,435,000 |
Assets held for sale, net of accumulated depreciation | 1,780,000 | 0 |
TOTAL CURRENT ASSETS | 36,598,000 | 38,654,000 |
PROPERTY AND EQUIPMENT | ||
Land | 1,150,000 | 1,550,000 |
Buildings and improvements | 5,209,000 | 7,677,000 |
Machinery and equipment | 19,233,000 | 18,736,000 |
Property, Plant and Equipment, Gross | 25,592,000 | 27,963,000 |
Less accumulated depreciation and amortization | 18,280,000 | 18,491,000 |
NET PROPERTY AND EQUIPMENT | 7,312,000 | 9,472,000 |
GOODWILL | 4,786,000 | 10,154,000 |
OTHER INTANGIBLE ASSETS - net | 7,239,000 | 11,098,000 |
DEFERRED INCOME TAXES - net | 1,006,000 | 0 |
OTHER ASSETS - net | 136,000 | 234,000 |
TOTAL ASSETS | 57,077,000 | 69,612,000 |
CURRENT LIABILITIES | ||
Short-term borrowings | 1,449,000 | 9,623,000 |
Accounts payable | 4,064,000 | 2,791,000 |
Accrued compensation and benefits | 1,502,000 | 1,718,000 |
Accrued other liabilities | 1,932,000 | 1,666,000 |
Current maturities of long-term debt | 17,000 | 491,000 |
Liabilities of discontinued operations | 0 | 1,342,000 |
TOTAL CURRENT LIABILITIES | 8,964,000 | 17,631,000 |
Long-term debt, less current maturities | 87,000 | 5,936,000 |
Deferred tax liabilities - net | 0 | 2,175,000 |
Other liabilities | 214,000 | 228,000 |
TOTAL LIABILITIES | 9,265,000 | 25,970,000 |
SHAREHOLDERS’ EQUITY | ||
Preferred stock - $10 par; authorized - 2,000,000 shares; no shares issued | 0 | 0 |
Additional paid-in capital | 12,913,000 | 12,884,000 |
Retained earnings | 36,179,000 | 31,495,000 |
Treasury stock, at cost - 584,000 shares at September 30, 2016 and 554,000 shares at December 31, 2015 | (4,821,000) | (4,566,000) |
Accumulated other comprehensive loss | (640,000) | (341,000) |
TOTAL SHAREHOLDERS’ EQUITY | 47,812,000 | 43,642,000 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 57,077,000 | 69,612,000 |
Common Class A [Member] | ||
SHAREHOLDERS’ EQUITY | ||
Common stock | 4,181,000 | 4,170,000 |
TOTAL SHAREHOLDERS’ EQUITY | 4,181,000 | 4,170,000 |
Common Class B [Member] | ||
SHAREHOLDERS’ EQUITY | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 10 | $ 10 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Treasury stock, shares | 584,000 | 554,000 |
Common Class A [Member] | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 7,000,000 | 7,000,000 |
Common stock, shares issued | 4,181,000 | 4,170,000 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net revenue | $ 14,633,000 | $ 15,924,000 | $ 44,769,000 | $ 46,541,000 |
Cost of sales | 10,128,000 | 10,294,000 | 29,743,000 | 29,580,000 |
Gross profit | 4,505,000 | 5,630,000 | 15,026,000 | 16,961,000 |
Selling, general and administrative expenses | 4,915,000 | 4,787,000 | 15,088,000 | 14,834,000 |
Impairment of goodwill and other intangible assets | 0 | 0 | 8,311,000 | 0 |
Operating (loss) income | (410,000) | 843,000 | (8,373,000) | 2,127,000 |
Other (income) expense, net | (43,000) | 38,000 | (75,000) | (234,000) |
Interest expense | 26,000 | 29,000 | 164,000 | 87,000 |
(Loss) income from continuing operations before income taxes | (393,000) | 776,000 | (8,462,000) | 2,274,000 |
Income tax (benefit) expense | (107,000) | 271,000 | (2,872,000) | 764,000 |
(Loss) income from continuing operations | (286,000) | 505,000 | (5,590,000) | 1,510,000 |
Discontinued operations (Note 2) | ||||
Net income from discontinued operations, net of tax of $-0- and $38,000 for the three and nine-month periods ended September 30, 2016 and $334,000 and $946,000 for the three and nine-month periods ended September 30, 2015 | 0 | 545,000 | 72,000 | 1,633,000 |
Gain on sale of discontinued operations, net of tax benefit of $187,000 and $328,000 for the three and nine-month periods ended September 30, 2016 | 187,000 | 0 | 12,358,000 | 0 |
Net income from discontinued operations, net of tax | 187,000 | 545,000 | 12,430,000 | 1,633,000 |
Net (loss) income | $ (99,000) | $ 1,050,000 | $ 6,840,000 | $ 3,143,000 |
Basic (loss) earnings per share | ||||
Continuing operations (in dollars per share) | $ (0.08) | $ 0.14 | $ (1.55) | $ 0.42 |
Discontinued operations (in dollars per share) | 0.05 | 0.15 | 3.45 | 0.45 |
Net (loss) income (in dollars per share) | (0.03) | 0.29 | 1.9 | 0.87 |
Diluted (loss) earnings per share | ||||
Continuing operations (in dollars per share) | (0.08) | 0.13 | (1.55) | 0.4 |
Discontinued operations (in dollars per share) | 0.05 | 0.15 | 3.45 | 0.44 |
Net (loss) income (in dollars per share) | $ (0.03) | $ 0.28 | $ 1.9 | $ 0.84 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 3,598,000 | 3,616,000 | 3,598,000 | 3,604,000 |
Diluted (in shares) | 3,598,000 | 3,792,000 | 3,598,000 | 3,764,000 |
Net (loss) income | $ (99,000) | $ 1,050,000 | $ 6,840,000 | $ 3,143,000 |
Other comprehensive loss-foreign currency translation adjustment | (63,000) | (99,000) | (299,000) | (55,000) |
Total comprehensive (loss) income | $ (162,000) | $ 951,000 | $ 6,541,000 | $ 3,088,000 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME [Parenthetical] - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 11, 2016 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period | $ 38,000 | $ 0 | $ 334,000 | $ 38,000 | $ 946,000 | |
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 187,000 | $ 141,000 | $ 328,000 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 9 months ended Sep. 30, 2016 - USD ($) | Total | Common Class A [Member] | Additional paid-in capital [Member] | Retained earnings [Member] | Treasury stock [Member] | Accumulated other comprehensive loss [Member] |
Balance at Dec. 31, 2015 | $ 43,642,000 | $ 4,170,000 | $ 12,884,000 | $ 31,495,000 | $ (4,566,000) | $ (341,000) |
Balance (in shares) at Dec. 31, 2015 | 4,170,000 | (554,000) | ||||
Net income | 6,840,000 | $ 0 | 0 | 6,840,000 | $ 0 | 0 |
Exercise of stock options | 23,000 | $ 6,000 | 17,000 | 0 | 0 | 0 |
Exercise of stock options (in shares) | 6,000 | |||||
Purchase of Class A common stock | (255,000) | $ 0 | 0 | 0 | $ (255,000) | 0 |
Purchase of Class A common stock (in shares) | 0 | (30,000) | ||||
Restricted common stock compensation | 39,000 | $ 5,000 | 34,000 | 0 | $ 0 | 0 |
Restricted common stock compensation (in shares) | 5,000 | |||||
Stock-based compensation | (22,000) | $ 0 | (22,000) | 0 | 0 | 0 |
Dividends | (2,156,000) | 0 | 0 | (2,156,000) | 0 | 0 |
Foreign currency translation adjustment | (299,000) | 0 | 0 | 0 | 0 | (299,000) |
Balance at Sep. 30, 2016 | $ 47,812,000 | $ 4,181,000 | $ 12,913,000 | $ 36,179,000 | $ (4,821,000) | $ (640,000) |
Balance (in shares) at Sep. 30, 2016 | 4,181,000 | (584,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net (loss) income from continuing operations | $ (5,590,000) | $ 1,510,000 |
Net income from discontinued operations | 12,430,000 | 1,633,000 |
Non-cash charges: | ||
Depreciation and amortization | 1,227,000 | 1,155,000 |
Amortization of other intangible assets | 803,000 | 928,000 |
Amortization of debt issue costs | 118,000 | 83,000 |
Provision for losses on accounts receivable - net | 0 | 14,000 |
Stock-based compensation | 13,000 | 72,000 |
Restricted stock-based compensation | 39,000 | 30,000 |
Loss on sale of fixed assets | 3,000 | 5,000 |
Deferred income taxes | (3,163,000) | 52,000 |
Fair value reduction in contingent consideration | 0 | (126,000) |
Impairment of goodwill and other intangible assets | 8,311,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,166,000) | (671,000) |
Inventories | (681,000) | (712,000) |
Prepaid expenses and other current assets | (1,947,000) | 104,000 |
Other assets | 60,000 | 76,000 |
Accounts payable | 1,304,000 | 698,000 |
Accrued compensation and benefits | (209,000) | (243,000) |
Accrued liabilities | 287,000 | (320,000) |
Other liabilities | (14,000) | (13,000) |
Total adjustments | 3,985,000 | 1,132,000 |
Net cash (used in) provided by operating activities - continuing operations | (1,605,000) | 2,642,000 |
Net cash (used in) provided by operating activities - discontinued operations | (653,000) | 2,472,000 |
Net cash (used in) provided by operating activities | (2,258,000) | 5,114,000 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (894,000) | (1,044,000) |
Proceeds from disposal of assets | 30,000 | 31,000 |
Net cash used in investing activities - continuing operations | (864,000) | (1,013,000) |
Net cash provided by (used in) investing activities - discontinued operations | 20,149,000 | (100,000) |
Net cash provided by (used in) investing activities | 19,285,000 | (1,113,000) |
Cash Flows from Financing Activities: | ||
Dividend payments | (2,156,000) | 0 |
Proceeds from exercise of stock options | 23,000 | 73,000 |
Purchase of Class A common stock | (255,000) | 0 |
Proceeds from short-term borrowings | 43,853,000 | 55,827,000 |
Repayments of short-term borrowings | (33,317,000) | (56,182,000) |
Repayments of term loans | (6,343,000) | (3,012,000) |
Repayments of notes payable | (27,000) | (30,000) |
Payments of bank financing costs | (30,000) | 0 |
Net cash provided by (used in) financing activities - continuing operations | 1,748,000 | (3,324,000) |
Net cash used in financing activities - discontinued operations | (18,716,000) | 0 |
Net cash used in financing activities | (16,968,000) | (3,324,000) |
Effect of exchange rate changes on cash | (45,000) | (6,000) |
Net increase in cash | 14,000 | 671,000 |
Cash at beginning of period | 927,000 | 1,011,000 |
Cash at end of period | 941,000 | 1,682,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for: Interest | 123,000 | 492,000 |
Cash paid for: Income taxes | 88,000 | 1,149,000 |
Supplemental disclosures of non-cash investing activities: | ||
Exchange of property and equipment | $ 0 | $ 64,000 |
BUSINESS AND SUMMARY OF ACCOUNT
BUSINESS AND SUMMARY OF ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. All such adjustments, except for those adjustments relating to discontinued operations are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2015 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”). The interim financial statements contained herein should be read in conjunction with the 2015 Form 10-K. The consolidated financial statements have been reported in U.S. dollars by translating asset and liability amounts of a foreign wholly-owned subsidiary at the closing exchange rate, equity amounts at historical rates and the results of operations and cash flow at the average of the prevailing exchange rates during the periods reported. As a result, the Company is exposed to foreign currency translation gains or losses. These gains or losses are presented in the Company’s consolidated financial statements as “Other comprehensive loss - foreign currency translation adjustment”. Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of P&F Industries, Inc. and its subsidiaries, (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated. Reclassification Certain amounts in the consolidated financial statements of the Company have been reclassified to conform to classifications used in the current year. The reclassifications had no effect on previously reported results of operations or retained earnings. The Company P&F is a Delaware corporation incorporated on April 19, 1963. Prior to February 11, 2016, the effective date of the sale of its Nationwide Industries, Inc. (“Nationwide”) subsidiary, P&F operated in two primary lines of business or segments: (i) tools and other products (“Tools”) and (ii) hardware and accessories (“Hardware”). As a result of the sale of Nationwide, the Company currently only operates in the Tools segment. See Note 2 to Consolidated Financial Statements for further discussion. Tools The Company conducts its Tools business through a wholly-owned subsidiary, Continental Tool Group, Inc. (“Continental”), which in turn operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). Exhaust Technologies Inc. (“ETI”) and Universal Air Tool Company Limited (“UAT”) are wholly-owned subsidiaries of Florida Pneumatic. The business of Air Tool Service Company (“ATSCO”) operates through a wholly-owned subsidiary of Hy-Tech. Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive markets, and the importation and sale of compressor air filters. Florida Pneumatic also markets, through its Berkley Tool division (“Berkley”), a product line which includes pipe and bolt dies, pipe taps, wrenches, vises and stands, pipe and tubing cutting equipment, hydrostatic test pumps, and replacement electrical components for a widely-used brand of pipe cutting and threading machines. Hy-Tech manufactures and distributes its own line of industrial pneumatic tools. Hy-Tech also produces and markets impact wrenches, grinders, drills, and motors. Further, it also manufactures tools to customer specifications. Its customers include refineries, chemical plants, power generation facilities, heavy construction enterprises, oil and gas and mining companies. In addition, Hy-Tech manufactures an extensive line of pneumatic tool replacement parts that are sold to original equipment manufacturers (“OEMs”). It also manufactures and distributes high pressure stoppers for hydrostatic testing fabricated pipe, gears, sprockets, splines and racks and produces a line of siphons. Hardware Prior to the sale of Nationwide, which was effective February 11, 2016 (the “Closing Date”), the Company conducted its Hardware business through its wholly-owned subsidiary, Countrywide Hardware, Inc. (“Countrywide”). Countrywide conducted its business operations through its wholly-owned subsidiary, Nationwide. As of the Closing Date, Nationwide was an importer and manufacturer of door, window and fencing hardware and accessories, including rollers, hinges, window operators, sash locks, custom zinc castings and door closers. On the Closing Date, Countrywide sold Nationwide to an unrelated third party for approximately $ 22.2 Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2015 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. Assets Held for Sale The Company classifies assets as held for sale when specific criteria have been met. Assets classified as held for sale are recorded at the lower of the carrying value or the estimated fair value less cost to sell those assets. We cease depreciation and amortization of the assets in the period they are considered held for sale. New Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases previous GAAP. Topic 842 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers · ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date · ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations · ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing · ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The Company is currently in the process of assessing the impact the adoption of the new revenue standards will have on its consolidated financial statements and related disclosures, as well as the available transition methods. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory There are currently no other accounting standards that have been issued that will have a significant impact on the Company’s financial position, results of operations or cash flows upon adoption. Recently Adopted In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes The Company reported Deferred income taxes-net in its 2015 Form 10-K as Current assets of $ 1,131,000 229,000 902,000 In April 2015, the FASB issued ASU 2015-03, “ Interest Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 2 DISCONTINUED OPERATIONS The Company, as part of its strategic plan, which is to focus on expanding its position in the power-tool and accessories market, sold Nationwide. On the Closing Date, P&F, Countrywide, Nationwide and Argosy NWI Holdings, LLC, a Delaware limited liability company (“Buyer”), entered into a Stock Purchase and Redemption Agreement (the “Stock Purchase Agreement”), pursuant to which, among other things, after giving effect to certain contributions and redemptions of Nationwide’s common shares (“Nationwide Shares”), the Buyer acquired all of the outstanding Nationwide Shares from Countrywide (the “Acquisition”). The purchase price for the Nationwide Shares acquired in the Acquisition was approximately $ 22,200,000 802,000 1,955,000 250,000 75,000 250,000 75,000 400,000 18.7 The remaining $ 1,705,000 150,000 1,705,000 As Nationwide was a substantial and unique business unit of the Company, its sale was a strategic shift. Accordingly, in accordance with Accounting Standard Code Topic 360, the Company has classified Nationwide as discontinued operations for all periods presented. Net income from discontinued operations, net of taxes in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income, is comprised of the following: January 1, Three months Nine months Revenue $ 1,830,000 $ 5,754,000 $ 17,523,000 Cost of goods sold 1,177,000 3,519,000 10,681,000 Gross margin 653,000 2,235,000 6,842,000 Selling and general and administrative expenses 483,000 1,212,000 3,784,000 Interest expense-net 60,000 144,000 479,000 Income before income taxes 110,000 879,000 2,579,000 Income taxes 38,000 334,000 946,000 Net income $ 72,000 $ 545,000 $ 1,633,000 The components of discontinued operations in the accompanying Consolidated Balance Sheet are as follows: December 31, 2015 Accounts receivable-net $ 1,245,000 Inventories 4,211,000 Prepaid expenses and other current assets 92,000 Net property and equipment 768,000 Goodwill 1,873,000 Other intangible assets-net 12,000 Other assets- net 5,000 Deferred taxes - net 229,000 Assets of discontinued operations $ 8,435,000 Accounts payable $ 765,000 Accrued compensation and benefits 247,000 Accrued other liabilities 330,000 Liabilities of discontinued operations $ 1,342,000 On the Closing Date, the Company and the president of Nationwide, entered into a purchase agreement pursuant to which, among other things the Company acquired 30,000 254,940 6,667 16,597 Effective as of the Closing Date, Countrywide, as landlord, and Nationwide, as tenant, entered into a new lease relating to the Tampa, Florida real property (the “Premises”). The lease provides for, among other things, a seven-year 252,000 Lastly, effective as of the Closing Date, Countrywide and Nationwide entered into an Option and Right of First Refusal Agreement relating to the Premises, pursuant to which Countrywide granted a purchase option to Nationwide relating to the Premises if such option is initiated within 60 days following the Closing Date, which has since lapsed. In addition, Countrywide granted to Nationwide a right of first refusal relating to certain offers made by third parties during the five-year period following the Closing Date. The Company recognized a gain of $ 12,185,000 14,000 141,000 187,000 |
(LOSS) EARNINGS PER SHARE
(LOSS) EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 3 - (LOSS) EARNINGS PER SHARE Basic (loss) earnings per common share is based only on the average number of shares of Common Stock outstanding for the periods. Diluted (loss) earnings per common share reflects the effect of shares of Common Stock issuable upon the exercise of options, unless the effect on earnings is antidilutive. Diluted (loss) earnings per common share is computed using the treasury stock method. Under this method, the aggregate number of shares of Common Stock outstanding reflects the assumed use of proceeds from the hypothetical exercise of any outstanding options to purchase shares of Common Stock. The average market value for the period is used as the assumed purchase price. Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations $ (286,000) $ 505,000 $ (5,590,000) $ 1,510,000 Net income from discontinued operations 187,000 545,000 12,430,000 1,633,000 Net (loss) income $ (99,000) $ 1,050,000 $ 6,840,000 $ 3,143,000 Denominator: For basic (loss) earnings per share - weighted average common shares outstanding 3,598,000 3,616,000 3,598,000 3,604,000 Dilutive securities (1) 176,000 160,000 For diluted (loss) earnings per share - weighted average common shares outstanding 3,598,000 3,792,000 3,598,000 3,764,000 (1) At September 30, 2016 and 2015 and during the nine-month periods ended September 30, 2016 and 2015, there were outstanding stock options whose exercise prices were higher than the average market values of the underlying Common Stock for the period. Options for the three and nine months ended September 30, 2015 are anti-dilutive and are excluded from the computation of diluted earnings per share. For the three and nine months ended September 30, 2016, we experienced a net loss from continuing operations, as such, these options were not included in the computation of diluted (loss) earnings per share from continuing operations. The weighted average of anti-dilutive stock options outstanding was as follows: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Weighted average antidilutive stock options outstanding 73,000 88,000 78,000 150,000 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 4 - STOCK-BASED COMPENSATION In connection with an equity restructuring event, which occurred during the three-month period ended March 31, 2016 relating to a special dividend granted by the Company, the Company modified all previously issued outstanding options to purchase its Common Stock. This modification resulted in an aggregate increase of 19,174 options. The Company did not record any compensation expense in connection with the issuance of these options, as the issuance was made as the result of an equity restructuring event. Other than the aforementioned issuance, there were no other options granted or issued during the three and nine-month periods ended September 30, 2016. Option Shares Weighted Weighted Average Aggregate Outstanding, January 1, 2016 457,000 $ 6.15 4.0 $ 1,431,000 Granted 19,174 5.89 Exercised (6,000) 3.81 Forfeited (26,500) 6.55 Expired (16,723) 10.72 Outstanding and Vested, September 30, 2016 426,951 $ 5.71 3.1 $ 1,283,000 Included in the forfeited options in the table above are 20,998 50,000 Option Shares Weighted Average Grant- Non-vested options, January 1, 2016 23,840 $ 6.72 Granted 829 6.45 Vested (19,167) 6.71 Forfeited (5,502) 6.72 Non-vested options, September 30, 2016 $ The number of shares of Common Stock available for issuance under the P&F Industries, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) as of September 30, 2016 was 173,093 115,451 311,500 Restricted Stock Pursuant to the 2012 Plan, the Company, in May 2016, granted 1,000 5,000 8.72 44,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 5 FAIR VALUE MEASUREMENTS Accounting guidance defines fair value 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. Under this guidance, the Company is required to classify certain assets and liabilities based on the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets that can be assessed at the measurement date. Level 2: Inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The guidance requires the use of observable market data if such data is available without undue cost and effort. As of September 30, 2016 and December 31, 2015, the carrying amounts reflected in the accompanying consolidated balance sheets for current assets and current liabilities approximated fair value due to the short-term nature of these accounts. The fair value of the Prepaid expenses and other current assets, which consists primarily of escrowed funds from the sale of Nationwide, which was estimated to be the same as its carrying value, based on Level 3 inputs. The escrow will be released to the Company in August 2017, in accordance with the terms and conditions set forth in the Stock Purchase Agreement. Assets and liabilities measured at fair value on a non-recurring basis include goodwill, and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (level 3). |
ACCOUNTS RECEIVABLE AND ALLOWAN
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 6 ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS Accounts receivable - net consists of: September 30, 2016 December 31, 2015 Accounts receivable $ 10,663,000 $ 8,559,000 Allowance for doubtful accounts (82,000) (82,000) $ 10,581,000 $ 8,477,000 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 7 INVENTORIES Inventories consist of: September 30, 2016 December 31, 2015 Raw material $ 1,907,000 $ 2,070,000 Work in process 664,000 1,366,000 Finished goods 17,751,000 16,347,000 $ 20,322,000 $ 19,783,000 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 8 GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill and other intangible assets with indefinite lives are tested for impairment annually or whenever events or circumstances indicate the carrying value of these assets may not be recoverable. The impairment testing is performed in two steps: (i) The Company compares the fair value of a reporting unit with its carrying value, and (ii) if there is impairment, the Company measures the amount of impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. The Company determines the fair value using the income approach methodology of valuation, which considers the expected present value of future cash flows. As an integral part of the valuation process the Company utilizes its latest cash flows forecasts for the remainder of the current fiscal year, if applicable, the next four fiscal years, and then applies projected minimal growth for all remaining years, based upon available statistical data and management’s estimates. During the second quarter of 2016, the Company determined that an interim impairment analysis of the goodwill recorded in connection with its Hy-Tech reporting unit was necessary based on consideration of a number of factors or assumptions, which included: · Negative changes in revenue, which was driven primarily by continued weakness in the oil and gas exploration and extraction industries; · the recent loss of a major portion of revenue from one of its larger customers; · recent significant reductions/guidance of forecasted purchases from the largest customer acquired in the ATSCO acquisition; and · changes in gross margin, driven primary by product mix and customer mix. The combination of these factors was considered to be a triggering event requiring an interim impairment test. Certain of the factors considered by management in the performance of the impairment test included: · Cash flows was determined to be a key assumption primarily due to reductions in future revenue and gross margins; and · Discount rates. The discount rates applied to internally developed cash flow projections were 14.5 13.8 Based on step one of the impairment analysis, it was determined that the fair value of the reporting unit was less than the carrying value. Step two of the goodwill impairment test resets the implied fair value of goodwill through a reallocation of the assets. That is, an entity shall allocate the fair value of a reporting unit, in this case, Hy-Tech to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination. Accordingly, after resetting the carrying values of its intangible assets, other than Goodwill, which resulted in a $ 2,968,000 5,343,000 The carrying value of Hy-Tech exceeded its estimated fair value by approximately 15.7 100 The impairment determinations involved significant assumptions and judgments. The calculations supporting the estimates of the fair value of Hy-Tech and the fair values of its assets and liabilities utilized models that take into consideration multiple inputs other than those discussed above. Assumptions regarding each of these inputs could have a significant effect on the related valuations. In performing these calculations, we also take into consideration assumptions on how current market participants would value Hy-Tech and its operating assets and liabilities. Changes to assumptions that reflect the views of current market participants can also have a significant effect on the related valuations. The fair value measurements resulting from these models are classified as non-recurring Level 3 measurements consistent with accounting standards related to the determination of fair value. Because of the volatility of these factors, we cannot predict the likelihood of any future impairment. Trademarks and tradenames were previously considered an indefinite-lived intangible asset. However, as a result of the testing for impairment, which determined the carrying value of Hy-Tech’s trademarks and tradenames exceeded the fair value, and an impairment charge of $ 229,000 15 Florida Hy-Tech Total Balance, January 1, 2016 $ 3,931,000 $ 6,223,000 $ 10,154,000 Impairment of goodwill (5,343,000) (5,343,000) Currency translation adjustment (25,000) (25,000) Balance, September 30, 2016 $ 3,906,000 $ 880,000 $ 4,786,000 September 30, 2016 December 31, 2015 Cost Accumulated Net book Cost Accumulated Net book Other intangible assets: Customer relationships (1) $ 5,568,000 $ 933,000 $ 4,635,000 $ 11,285,000 $ 3,486,000 $ 7,799,000 Trademarks and trade names (1) 1,524,000 1,524,000 1,576,000 1,576,000 Trademarks and trade names (2) 210,000 4,000 206,000 439,000 439,000 Engineering drawings 330,000 141,000 189,000 410,000 159,000 251,000 Non-compete agreements (1) 217,000 138,000 79,000 362,000 134,000 228,000 Patents 1,205,000 599,000 606,000 1,205,000 400,000 805,000 Totals $ 9,054,000 $ 1,815,000 $ 7,239,000 $ 15,277,000 $ 4,179,000 $ 11,098,000 September 30, 2016 Customer relationships $ 2,619,000 Trademarks and trade names (2) 229,000 Engineering drawings 37,000 Non-compete agreements 83,000 $ 2,968,000 (1) A portion of these intangibles are maintained in a foreign currency, and are therefore subject to foreign exchange rate fluctuations. (2) These were previously considered an indefinite lived intangible asset of Hy-Tech, however as the result of the testing for impairment the Company began amortizing these intangible assets over a fifteen year useful life. Amortization expense of intangible assets from continuing operations subject to amortization was as follows: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 $ 217,000 $ 309,000 $ 803,000 $ 928,000 September 30, 2016 December 31, 2015 Customer relationships 9.6 10.0 Trademarks and trade names (2) 14.7 Engineering drawings 8.9 8.5 Non-compete agreements 1.4 2.7 Patents 5.9 5.8 2017 $ 810,000 2018 618,000 2019 595,000 2020 562,000 2021 549,000 Thereafter 2,581,000 $ 5,715,000 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 9 DEBT In October 2010, the Company entered into a Loan and Security Agreement (“Credit Agreement”) with an affiliate of Capital One, National Association (“Capital One”, or the “Bank”). The Credit Agreement provides for a Revolver Loan (“Revolver”), borrowings under which are secured by the Company’s accounts receivable, mortgages on its real property located in Cranberry, PA, Tampa, FL and Jupiter, FL (“Real Property”), inventory and equipment. P&F and certain of its subsidiaries are borrowers under the Credit Agreement, and their obligations are cross-guaranteed by certain other subsidiaries. Revolver borrowings will bear interest at either LIBOR (“London InterBank Offered Rate”) or the Base Rate, as defined in the Credit Agreement, plus the Applicable Margin, as defined in the Credit Agreement. Further, the interest rate, either LIBOR or Base Rate, which is added to the Applicable Margin, is at the option of the Company. The Company is limited as to the number of LIBOR borrowings. The Company, in August 2014, entered into an Amended and Restated Loan and Security Agreement, (the “Restated Loan Agreement”), with Capital One. The Restated Loan Agreement, among other things, amended the Credit Agreement by: (1) increasing the total amount of the credit facility from $ 29,423,000 33,657,000 20,000,000 22,000,000 Contemporaneously with the sale of Nationwide, as discussed in Note 2, the Company entered into the Consent and Second Amendment to the Restated Loan Agreement (the “Amendment”) with Capital One. The Amendment, among other things; (a) provided the Bank’s consent to the transactions contained in the Stock Purchase Agreement and the repurchase of certain shares and options discussed in Note 2 and Note 4 to the Consolidated Financial Statements; (b) amended the Restated Loan Agreement by: (i) reducing the aggregate Commitment (as defined in the Restated Loan Agreement) to $11,600,000; (ii) reducing the Term Loan A to $100,000; (iii) reducing the Revolver Commitment to $10,000,000 (less the new Term Loan A balance of $100,000); (iv) reducing the Capex Loan Commitment to $1,600,000; (v) modifying certain financial covenants, (vi) lowering interest rate margins and fee obligations; and (vii) extending the expiration of the Credit Agreement to February 11, 2019. The Company provides Capital One with, among other things, monthly financial statements, and monthly borrowing base certificates. The Company is required to comply with certain financial covenants. Under certain circumstances the Company would be required to submit certificates of compliance. The Company believes it is in compliance with all covenants under the current Credit Facility. The net proceeds provided by the sale of Nationwide of approximately $ 18.7 6 SHORTTERM BORROWINGS At September 30, 2016 and December 31, 2015, the Company’s Revolver borrowings were $ 1,449,000 9,623,000 1.50 2.00 0.50 1.00 The Company purchased vehicles for use by its UAT salesforce. The current portion of the balance due on these vehicles is $ 17,000 31,000 LONG TERM BORROWINGS The Restated Loan Agreement provides for Term Loan A, which is secured by mortgages on the Real Property, accounts receivable, inventory and equipment. Term Loan A borrowings can be at either LIBOR, or at the Base Rate, or a combination of the two plus the Applicable Margins. LIBOR borrowings at September 30, 2016 and at December 31, 2015 were 1.5 3.0 0.5 2.0 100,000 During 2012, the Company borrowed $ 380,000 519,000 The long-term portion of the balance due on the purchased vehicles used by the UAT salesforce is $ 0 16,000 In accordance with ASU 2015-03, the Company reduced its long-term debt by $ 13,000 64,000 |
DIVIDEND PAYMENTS
DIVIDEND PAYMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Dividend payments [Text Block] | NOTE 10 DIVIDEND PAYMENTS On March 8, 2016, the Company’s Board of Directors declared a special cash dividend of $ 0.50 1.8 0.05 180,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 RELATED PARTY TRANSACTIONS The president of one of the Company’s subsidiaries is part owner of one of the subsidiary’s vendors. During the three and nine-month periods ended September 30, 2016, the Company purchased approximately $ 137,000 413,000 154,000 477,000 78,000 63,000 2,000 8,000 2,000 7,000 Additionally, this same individual is part owner of the facility located in Punxsutawney, Pennsylvania, which one of the Company’s subsidiaries leases. This lease expires in 2021 76,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 12 SUBSEQUENT EVENTS On November 1, 2016, the Company’s Countrywide subsidiary completed the sale (the “Real Estate Sale”) of the Premises to an unrelated third party for a purchase price of $ 3,750,000 3,500,000 400,000 1,843,000 On October 18, 2016, the Company’s Board of Directors declared a $ 0.05 180,000 |
BUSINESS AND SUMMARY OF ACCOU20
BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. All such adjustments, except for those adjustments relating to discontinued operations are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2015 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 (“2015 Form 10-K”). The interim financial statements contained herein should be read in conjunction with the 2015 Form 10-K. The consolidated financial statements have been reported in U.S. dollars by translating asset and liability amounts of a foreign wholly-owned subsidiary at the closing exchange rate, equity amounts at historical rates and the results of operations and cash flow at the average of the prevailing exchange rates during the periods reported. As a result, the Company is exposed to foreign currency translation gains or losses. These gains or losses are presented in the Company’s consolidated financial statements as “Other comprehensive loss - foreign currency translation adjustment”. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of P&F Industries, Inc. and its subsidiaries, (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated. Reclassification Certain amounts in the consolidated financial statements of the Company have been reclassified to conform to classifications used in the current year. The reclassifications had no effect on previously reported results of operations or retained earnings. The Company P&F is a Delaware corporation incorporated on April 19, 1963. Prior to February 11, 2016, the effective date of the sale of its Nationwide Industries, Inc. (“Nationwide”) subsidiary, P&F operated in two primary lines of business or segments: (i) tools and other products (“Tools”) and (ii) hardware and accessories (“Hardware”). As a result of the sale of Nationwide, the Company currently only operates in the Tools segment. See Note 2 to Consolidated Financial Statements for further discussion. Tools The Company conducts its Tools business through a wholly-owned subsidiary, Continental Tool Group, Inc. (“Continental”), which in turn operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). Exhaust Technologies Inc. (“ETI”) and Universal Air Tool Company Limited (“UAT”) are wholly-owned subsidiaries of Florida Pneumatic. The business of Air Tool Service Company (“ATSCO”) operates through a wholly-owned subsidiary of Hy-Tech. Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive markets, and the importation and sale of compressor air filters. Florida Pneumatic also markets, through its Berkley Tool division (“Berkley”), a product line which includes pipe and bolt dies, pipe taps, wrenches, vises and stands, pipe and tubing cutting equipment, hydrostatic test pumps, and replacement electrical components for a widely-used brand of pipe cutting and threading machines. Hy-Tech manufactures and distributes its own line of industrial pneumatic tools. Hy-Tech also produces and markets impact wrenches, grinders, drills, and motors. Further, it also manufactures tools to customer specifications. Its customers include refineries, chemical plants, power generation facilities, heavy construction enterprises, oil and gas and mining companies. In addition, Hy-Tech manufactures an extensive line of pneumatic tool replacement parts that are sold to original equipment manufacturers (“OEMs”). It also manufactures and distributes high pressure stoppers for hydrostatic testing fabricated pipe, gears, sprockets, splines and racks and produces a line of siphons. Hardware Prior to the sale of Nationwide, which was effective February 11, 2016 (the “Closing Date”), the Company conducted its Hardware business through its wholly-owned subsidiary, Countrywide Hardware, Inc. (“Countrywide”). Countrywide conducted its business operations through its wholly-owned subsidiary, Nationwide. As of the Closing Date, Nationwide was an importer and manufacturer of door, window and fencing hardware and accessories, including rollers, hinges, window operators, sash locks, custom zinc castings and door closers. On the Closing Date, Countrywide sold Nationwide to an unrelated third party for approximately $ 22.2 Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets and other long-lived assets, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2015 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. |
Assets Held For Sale, Policy [Policy Text Block] | Assets Held for Sale The Company classifies assets as held for sale when specific criteria have been met. Assets classified as held for sale are recorded at the lower of the carrying value or the estimated fair value less cost to sell those assets. We cease depreciation and amortization of the assets in the period they are considered held for sale. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Recently Issued Accounting Pronouncements Not Yet Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases previous GAAP. Topic 842 In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers · ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date · ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations · ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing · ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The Company is currently in the process of assessing the impact the adoption of the new revenue standards will have on its consolidated financial statements and related disclosures, as well as the available transition methods. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory There are currently no other accounting standards that have been issued that will have a significant impact on the Company’s financial position, results of operations or cash flows upon adoption. Recently Adopted In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes The Company reported Deferred income taxes-net in its 2015 Form 10-K as Current assets of $ 1,131,000 229,000 902,000 In April 2015, the FASB issued ASU 2015-03, “ Interest Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Net income from discontinued operations, net of taxes in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income, is comprised of the following: January 1, Three months Nine months Revenue $ 1,830,000 $ 5,754,000 $ 17,523,000 Cost of goods sold 1,177,000 3,519,000 10,681,000 Gross margin 653,000 2,235,000 6,842,000 Selling and general and administrative expenses 483,000 1,212,000 3,784,000 Interest expense-net 60,000 144,000 479,000 Income before income taxes 110,000 879,000 2,579,000 Income taxes 38,000 334,000 946,000 Net income $ 72,000 $ 545,000 $ 1,633,000 The components of discontinued operations in the accompanying Consolidated Balance Sheet are as follows: December 31, 2015 Accounts receivable-net $ 1,245,000 Inventories 4,211,000 Prepaid expenses and other current assets 92,000 Net property and equipment 768,000 Goodwill 1,873,000 Other intangible assets-net 12,000 Other assets- net 5,000 Deferred taxes - net 229,000 Assets of discontinued operations $ 8,435,000 Accounts payable $ 765,000 Accrued compensation and benefits 247,000 Accrued other liabilities 330,000 Liabilities of discontinued operations $ 1,342,000 |
(LOSS) EARNINGS PER SHARE (Tabl
(LOSS) EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the elements of basic and diluted (loss) earnings per common share: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations $ (286,000) $ 505,000 $ (5,590,000) $ 1,510,000 Net income from discontinued operations 187,000 545,000 12,430,000 1,633,000 Net (loss) income $ (99,000) $ 1,050,000 $ 6,840,000 $ 3,143,000 Denominator: For basic (loss) earnings per share - weighted average common shares outstanding 3,598,000 3,616,000 3,598,000 3,604,000 Dilutive securities (1) 176,000 160,000 For diluted (loss) earnings per share - weighted average common shares outstanding 3,598,000 3,792,000 3,598,000 3,764,000 (1) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | earnings per share from continuing operations. The weighted average of anti-dilutive stock options outstanding was as follows: Three months ended Nine months ended September 30, September 30, 2016 2015 2016 2015 Weighted average antidilutive stock options outstanding 73,000 88,000 78,000 150,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of the changes in outstanding options during the nine-month period ended September 30, 2016: Option Shares Weighted Weighted Average Aggregate Outstanding, January 1, 2016 457,000 $ 6.15 4.0 $ 1,431,000 Granted 19,174 5.89 Exercised (6,000) 3.81 Forfeited (26,500) 6.55 Expired (16,723) 10.72 Outstanding and Vested, September 30, 2016 426,951 $ 5.71 3.1 $ 1,283,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | The following is a summary of changes in non-vested options for the nine months ended September 30, 2016: Option Shares Weighted Average Grant- Non-vested options, January 1, 2016 23,840 $ 6.72 Granted 829 6.45 Vested (19,167) 6.71 Forfeited (5,502) 6.72 Non-vested options, September 30, 2016 $ |
ACCOUNTS RECEIVABLE AND ALLOW24
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable - net consists of: September 30, 2016 December 31, 2015 Accounts receivable $ 10,663,000 $ 8,559,000 Allowance for doubtful accounts (82,000) (82,000) $ 10,581,000 $ 8,477,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of: September 30, 2016 December 31, 2015 Raw material $ 1,907,000 $ 2,070,000 Work in process 664,000 1,366,000 Finished goods 17,751,000 16,347,000 $ 20,322,000 $ 19,783,000 |
GOODWILL AND OTHER INTANGIBLE26
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of goodwill are as follows: Florida Hy-Tech Total Balance, January 1, 2016 $ 3,931,000 $ 6,223,000 $ 10,154,000 Impairment of goodwill (5,343,000) (5,343,000) Currency translation adjustment (25,000) (25,000) Balance, September 30, 2016 $ 3,906,000 $ 880,000 $ 4,786,000 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2016 December 31, 2015 Cost Accumulated Net book Cost Accumulated Net book Other intangible assets: Customer relationships (1) $ 5,568,000 $ 933,000 $ 4,635,000 $ 11,285,000 $ 3,486,000 $ 7,799,000 Trademarks and trade names (1) 1,524,000 1,524,000 1,576,000 1,576,000 Trademarks and trade names (2) 210,000 4,000 206,000 439,000 439,000 Engineering drawings 330,000 141,000 189,000 410,000 159,000 251,000 Non-compete agreements (1) 217,000 138,000 79,000 362,000 134,000 228,000 Patents 1,205,000 599,000 606,000 1,205,000 400,000 805,000 Totals $ 9,054,000 $ 1,815,000 $ 7,239,000 $ 15,277,000 $ 4,179,000 $ 11,098,000 (1) A portion of these intangibles are maintained in a foreign currency, and are therefore subject to foreign exchange rate fluctuations. (2) These were previously considered an indefinite lived intangible asset of Hy-Tech, however as the result of the testing for impairment the Company began amortizing these intangible assets over a fifteen year useful life. The weighted average amortization period for intangible assets was as follows: September 30, 2016 December 31, 2015 Customer relationships 9.6 10.0 Trademarks and trade names (2) 14.7 Engineering drawings 8.9 8.5 Non-compete agreements 1.4 2.7 Patents 5.9 5.8 |
Schedule of Impaired Intangible Assets [Table Text Block] | Included in the table above is the impairment charge recorded during the second quarter of 2016. September 30, 2016 Customer relationships $ 2,619,000 Trademarks and trade names (2) 229,000 Engineering drawings 37,000 Non-compete agreements 83,000 $ 2,968,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization expense of intangible assets from continuing operations subject to amortization was as follows: Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 $ 217,000 $ 309,000 $ 803,000 $ 928,000 Amortization expense for each of the next five years and thereafter is estimated to be as follows: 2017 $ 810,000 2018 618,000 2019 595,000 2020 562,000 2021 549,000 Thereafter 2,581,000 $ 5,715,000 |
BUSINESS AND SUMMARY OF ACCOU27
BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule Of Summary Of Accounting Policies [Line Items] | ||
Disposal Group, Including Discontinued Operation, Deferred Tax Asset, Current | $ 229,000 | |
Scenario, Previously Reported [Member] | ||
Schedule Of Summary Of Accounting Policies [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance, Current, Total | 1,131,000 | |
Restatement Adjustment [Member] | ||
Schedule Of Summary Of Accounting Policies [Line Items] | ||
Disposal Group, Including Discontinued Operation, Deferred Tax Asset, Current | 229,000 | |
Disposal Group, Including Discontinued Operation, Deferred Tax Liabilities, Noncurrent | $ 902,000 | |
Nationwide Industries Inc [Member] | ||
Schedule Of Summary Of Accounting Policies [Line Items] | ||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 22,200,000 |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 11, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | $ 1,830,000 | $ 5,754,000 | $ 17,523,000 | ||
Cost of goods sold | 1,177,000 | 3,519,000 | 10,681,000 | ||
Gross margin | 653,000 | 2,235,000 | 6,842,000 | ||
Selling and general and administrative expenses | 483,000 | 1,212,000 | 3,784,000 | ||
Interest expense-net | 60,000 | 144,000 | 479,000 | ||
Income before income taxes | 110,000 | 879,000 | 2,579,000 | ||
Income taxes | 38,000 | $ 0 | 334,000 | $ 38,000 | 946,000 |
Net income | $ 72,000 | $ 0 | $ 545,000 | $ 72,000 | $ 1,633,000 |
DISCONTINUED OPERATIONS (Deta29
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts receivable-net | $ 1,245,000 | |
Inventories | 4,211,000 | |
Prepaid expenses and other current assets | 92,000 | |
Net property and equipment | 768,000 | |
Goodwill | 1,873,000 | |
Other intangible assets-net | 12,000 | |
Other assets- net | 5,000 | |
Deferred taxes - net | 229,000 | |
Assets of discontinued operations | 8,435,000 | |
Accounts payable | 765,000 | |
Accrued compensation and benefits | 247,000 | |
Accrued other liabilities | 330,000 | |
Liabilities of discontinued operations | $ 0 | $ 1,342,000 |
DISCONTINUED OPERATIONS (Deta30
DISCONTINUED OPERATIONS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2016 | |
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 187,000 | $ 141,000 | $ 328,000 | |
Annual Lease Rent | 252,000 | $ 252,000 | ||
Lease Expiration Term | 7 years | |||
Disposal Group Including Discontinuing Operations, Cost Incurred on Disposal | $ 14,000 | |||
Nationwide Industries Inc [Member] | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 22,200,000 | |||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 12,185,000 | |||
Reclassification Of Escrow Fund To Working Capital [Member] | ||||
Escrow Deposit | 250,000 | 250,000 | ||
Reclassification Of Escrow Fund To Other Assets [Member] | ||||
Escrow Deposit | 1,705,000 | 1,705,000 | ||
Reclassification Of Escrow Fund To Gain On Sale Of Nationwide [Member] | ||||
Escrow Deposit | 1,705,000 | 1,705,000 | ||
Stock Purchase and Redemption Agreement [Member] | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 22,200,000 | |||
Estimated Working Capital Adjustment | 802,000 | |||
Escrow Deposit | 1,955,000 | 1,955,000 | ||
Additional Contribution To Escrow Deposits | $ 400,000 | 400,000 | ||
Proceeds from Divestiture of Businesses | 18,700,000 | |||
Net working Capital | 75,000 | |||
Release from Escrow fund | 250,000 | |||
Disposal Group, Including Discontinued Operation, Consideration | $ 75,000 | |||
Purchase Agreement [Member] | ||||
Minimum Claims To Be against company | $ 150,000 | |||
Equity Option [Member] | Purchase Agreement [Member] | ||||
Stock Issued During Period, Shares, Acquisitions | 6,667 | |||
Stock Issued During Period, Value, Acquisitions | $ 16,597 | |||
Common Stock [Member] | Purchase Agreement [Member] | ||||
Stock Issued During Period, Shares, Acquisitions | 30,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 254,940 |
(LOSS) EARNINGS PER SHARE (Deta
(LOSS) EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Numerator for basic and diluted (loss) earnings per common share: | |||||
Net (loss) income from continuing operations | $ (286,000) | $ 505,000 | $ (5,590,000) | $ 1,510,000 | |
Net income from discontinued operations | 187,000 | 545,000 | 12,430,000 | 1,633,000 | |
Net (loss) income | $ (99,000) | $ 1,050,000 | $ 6,840,000 | $ 3,143,000 | |
Denominator: | |||||
For basic (loss) earnings per share - weighted average common shares outstanding | 3,598,000 | 3,616,000 | 3,598,000 | 3,604,000 | |
Dilutive securities | [1] | 0 | 176,000 | 0 | 160,000 |
For diluted (loss) earnings per share - weighted average common shares outstanding | 3,598,000 | 3,792,000 | 3,598,000 | 3,764,000 | |
[1] | Dilutive securities consist of “in the money” stock options. |
(LOSS) EARNINGS PER SHARE (De32
(LOSS) EARNINGS PER SHARE (Details 1) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average antidilutive stock options outstanding (in shares) | 73,000 | 88,000 | 78,000 | 150,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - Employee Stock Option [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 457,000 | |
Number of Shares, Granted | 19,174 | |
Number of Shares, Exercised | (6,000) | |
Number of Shares, Forfeited | (26,500) | |
Number of Shares, Expired | (16,723) | |
Number of Shares, Outstanding and Vested | 426,951 | 457,000 |
Weighted Average Exercise Price per share, Outstanding (in dollars per share) | $ 6.15 | |
Weighted Average Exercise Price per share, Granted (in dollars per share) | 5.89 | |
Weighted Average Exercise Price per share, Exercised (in dollars per share) | 3.81 | |
Weighted Average Exercise Price per share, Forfeited (in dollars per share) | 6.55 | |
Weighted Average Exercise Price per share, Expired (in dollars per share) | 10.72 | |
Weighted Average Exercise Price per share, Outstanding and Vested (in dollars per share) | $ 5.71 | $ 6.15 |
Weighted Average Remaining ContractualLife, Outstanding and Vested Period (Years) | 3 years 1 month 6 days | 4 years |
Aggregate Intrinsic Value, Outstanding and Vested (in dollars) | $ 1,283,000 | $ 1,431,000 |
STOCK-BASED COMPENSATION (Det34
STOCK-BASED COMPENSATION (Details 1) - Employee Stock Option [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares, Non-vested shares, beginning of year | shares | 23,840 |
Option Shares, Granted | shares | 829 |
Option Shares, Vested | shares | (19,167) |
Option Shares, Forfeited | shares | (5,502) |
Option Shares, Non-vested shares, end of year | shares | 0 |
Weighted Average Grant-Date Fair Value, Non-vested shares, beginning of year (in dollars per share) | $ / shares | $ 6.72 |
Weighted Average Grant-Date Fair Value, Granted (in dollars per share) | $ / shares | 6.45 |
Weighted Average Grant-Date Fair Value, Vested (in dollars per share) | $ / shares | 6.71 |
Weighted Average Grant-Date Fair Value, Forfeited (in dollars per share) | $ / shares | 6.72 |
Weighted Average Grant-Date Fair Value, Non-vested shares, end of year (in dollars per share) | $ / shares | $ 0 |
STOCK-BASED COMPENSATION (Det35
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | |
May 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted Stock or Unit Expense | $ 39,000 | $ 30,000 | |
Nationwide Employee [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 20,998 | ||
Stock Issued During Period, Value, Share-based Compensation, Forfeited | $ 50,000 | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 1,000 | ||
Incentive Stock Option Plan 2002 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 311,500 | ||
Incentive Stock Option Plan 2012 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 173,093 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 115,451 | ||
Incentive Stock Option Plan 2012 [Member] | Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 5,000 | ||
Restricted Stock or Unit Expense | $ 44,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 8.72 |
ACCOUNTS RECEIVABLE AND ALLOW36
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 10,663,000 | $ 8,559,000 |
Allowance for doubtful accounts | (82,000) | (82,000) |
Accounts Receivable, Net, Current, Total | $ 10,581,000 | $ 8,477,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw material | $ 1,907,000 | $ 2,070,000 |
Work in process | 664,000 | 1,366,000 |
Finished goods | 17,751,000 | 16,347,000 |
Inventory, Gross | $ 20,322,000 | $ 19,783,000 |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2016 | Sep. 30, 2016 | |
Balance, beginning | $ 10,154,000 | |
Impairment of goodwill | $ (5,343,000) | (5,343,000) |
Currency translation adjustment | (25,000) | |
Balance, ending | 4,786,000 | |
Florida Pneumatic [Member] | ||
Balance, beginning | 3,931,000 | |
Impairment of goodwill | 0 | |
Currency translation adjustment | (25,000) | |
Balance, ending | 3,906,000 | |
Hy-Tech [Member] | ||
Balance, beginning | 6,223,000 | |
Impairment of goodwill | (5,343,000) | |
Currency translation adjustment | 0 | |
Balance, ending | $ 880,000 |
GOODWILL AND OTHER INTANGIBLE39
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | ||
Other intangible assets: | |||
Cost | $ 9,054,000 | $ 15,277,000 | |
Accumulated amortization | 1,815,000 | 4,179,000 | |
Net book value | 7,239,000 | 11,098,000 | |
Customer relationships [Member] | |||
Other intangible assets: | |||
Cost | [1] | 5,568,000 | 11,285,000 |
Accumulated amortization | [1] | 933,000 | 3,486,000 |
Net book value | [1] | $ 4,635,000 | $ 7,799,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 7 months 6 days | 10 years | |
Trademarks and trade names one [Member] | |||
Other intangible assets: | |||
Cost | [1] | $ 1,524,000 | $ 1,576,000 |
Accumulated amortization | [1] | 0 | 0 |
Net book value | [1] | 1,524,000 | 1,576,000 |
Trademarks and trade names two [Member] | |||
Other intangible assets: | |||
Cost | [2] | 210,000 | 439,000 |
Accumulated amortization | [2] | 4,000 | 0 |
Net book value | [2] | $ 206,000 | $ 439,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | [2] | 14 years 8 months 12 days | 0 years |
Engineering drawings [Member] | |||
Other intangible assets: | |||
Cost | $ 330,000 | $ 410,000 | |
Accumulated amortization | 141,000 | 159,000 | |
Net book value | $ 189,000 | $ 251,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 10 months 24 days | 8 years 6 months | |
Non-compete agreements [Member] | |||
Other intangible assets: | |||
Cost | [1] | $ 217,000 | $ 362,000 |
Accumulated amortization | [1] | 138,000 | 134,000 |
Net book value | [1] | $ 79,000 | $ 228,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 4 months 24 days | 2 years 8 months 12 days | |
Patents [Member] | |||
Other intangible assets: | |||
Cost | $ 1,205,000 | $ 1,205,000 | |
Accumulated amortization | 599,000 | 400,000 | |
Net book value | $ 606,000 | $ 805,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years 10 months 24 days | 5 years 9 months 18 days | |
[1] | A portion of these intangibles are maintained in a foreign currency, and are therefore subject to foreign exchange rate fluctuations. | ||
[2] | These were previously considered an indefinite lived intangible asset of Hy-Tech, however as the result of the testing for impairment the Company began amortizing these intangible assets over a fifteen year useful life. |
GOODWILL AND OTHER INTANGIBLE40
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2016 | Sep. 30, 2016 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 2,968,000 | $ 2,968,000 | |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 229,000 | 229,000 | [1] |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets (Excluding Goodwill) | 2,619,000 | ||
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets (Excluding Goodwill) | 83,000 | ||
Engineering drawings [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets (Excluding Goodwill) | $ 37,000 | ||
[1] | These were previously considered an indefinite lived intangible asset of Hy-Tech, however as the result of the testing for impairment the Company began amortizing these intangible assets over a fifteen year useful life. |
GOODWILL AND OTHER INTANGIBLE41
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 217,000 | $ 309,000 | $ 803,000 | $ 928,000 |
GOODWILL AND OTHER INTANGIBLE42
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 4) | Sep. 30, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 810,000 |
2,018 | 618,000 |
2,019 | 595,000 |
2,020 | 562,000 |
2,021 | 549,000 |
Thereafter | 2,581,000 |
Total | $ 5,715,000 |
GOODWILL AND OTHER INTANGIBLE43
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Jul. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2016 | May 31, 2016 | Nov. 30, 2015 | ||
Goodwill [Line Items] | ||||||
Goodwill, Impairment Loss | $ 5,343,000 | $ 5,343,000 | ||||
Impairment of Intangible Assets (Excluding Goodwill) | 2,968,000 | 2,968,000 | ||||
Cash flow Projection Annual Impairment Test, Discount Rate Percentage | 13.80% | 14.50% | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||
Trademarks and Trade Names [Member] | ||||||
Goodwill [Line Items] | ||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 229,000 | 229,000 | [1] | |||
Hy-Tech [Member] | ||||||
Goodwill [Line Items] | ||||||
Goodwill, Impairment Loss | $ 5,343,000 | |||||
Percentage of Carrying Value Over Fair Value of Intangible Assets | 15.70% | |||||
Percentage of Estimated Fair value Based on Internally Developed Cash Flow Projections | 100.00% | |||||
[1] | These were previously considered an indefinite lived intangible asset of Hy-Tech, however as the result of the testing for impairment the Company began amortizing these intangible assets over a fifteen year useful life. |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2012 | Mar. 31, 2012 | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Debt Instrument, Description | Restated Loan Agreement by: (i) reducing the aggregate Commitment (as defined in the Restated Loan Agreement) to $11,600,000; (ii) reducing the Term Loan A to $100,000; (iii) reducing the Revolver Commitment to $10,000,000 (less the new Term Loan A balance of $100,000); (iv) reducing the Capex Loan Commitment to $1,600,000; (v) modifying certain financial covenants, (vi) lowering interest rate margins and fee obligations; and (vii) extending the expiration of the Credit Agreement to February 11, 2019. | |||
Accounting Standards Update 2015-03 [Member] | Adjustments To Long Term Debt For Change In Accounting Principle [Member] | ||||
Debt Instrument [Line Items] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 13,000 | $ 64,000 | ||
Vehicles [Member] | ||||
Debt Instrument [Line Items] | ||||
Other Short-term Borrowings | 17,000 | 31,000 | ||
Other Long-term Debt | 0 | $ 16,000 | ||
Capex Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Issuance of Long-term Debt | $ 519,000 | $ 380,000 | ||
Proceeds from Divestiture of Businesses | 18,700,000 | |||
Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayments of Debt | 6,000,000 | |||
Long-term Debt, Total | $ 100,000 | |||
Term Loan A [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 3.00% | ||
Term Loan A [Member] | Base Rate Borrowing [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 2.00% | ||
Revolving Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 22,000,000 | $ 20,000,000 | ||
Long-term Line of Credit | $ 1,449,000 | $ 9,623,000 | ||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 2.00% | ||
Revolving Credit Facility [Member] | Base Rate Borrowing [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 1.00% | ||
Credit Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 33,657,000 | $ 29,423,000 |
DIVIDEND PAYMENTS (Details Text
DIVIDEND PAYMENTS (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Mar. 08, 2016 | |
Dividends Payable, Amount Per Share | $ 0.50 | |
Dividends Payable, Current | $ 180,000 | $ 1,800,000 |
Initial Quarterly Cash Dividend Per Share | $ 0.05 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||||
Related Party Transaction, Purchases from Related Party | $ 137,000 | $ 154,000 | $ 413,000 | $ 477,000 | |
Accounts Payable, Related Parties, Current | 78,000 | 78,000 | $ 63,000 | ||
Revenue from Related Parties | $ 2,000 | $ 2,000 | $ 8,000 | $ 7,000 | |
Lessee Leasing Arrangements, Operating Leases, Expiration Year | 2,021 | ||||
Operating Leases, Rent Expense, Minimum Rentals | $ 76,000 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) | Nov. 08, 2016 | Nov. 01, 2016 | Sep. 30, 2016 | Mar. 08, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||||
Dividends Payable, Current | $ 180,000 | $ 1,800,000 | |||
Real Estate Investments, Net | $ 1,843,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Dividends Payable, Current | $ 180,000 | ||||
Common Stock, Dividends, Per Share, Declared | $ 0.05 | ||||
Purchase Value Of Real Estate Property | $ 3,750,000 | ||||
Proceeds from Sale of Real Estate | 3,500,000 | ||||
Escrow Deposits Related to Property Sales | $ 400,000 |