Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 24, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | P&F INDUSTRIES INC | ||
Entity Central Index Key | 75,340 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 21,955,000 | ||
Trading Symbol | PFIN | ||
Entity Common Stock, Shares Outstanding | 3,597,870 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 3,699,000 | $ 927,000 |
Accounts receivable net | 7,906,000 | 8,477,000 |
Inventories | 19,901,000 | 19,783,000 |
Prepaid expenses and other current assets | 3,030,000 | 1,032,000 |
Assets of discontinued operations | 0 | 8,435,000 |
TOTAL CURRENT ASSETS | 34,536,000 | 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 | 19,401,000 | 18,736,000 |
Property, Plant and Equipment, Gross | 25,760,000 | 27,963,000 |
Less accumulated depreciation and amortization | 18,671,000 | 18,491,000 |
NET PROPERTY AND EQUIPMENT | 7,089,000 | 9,472,000 |
GOODWILL | 3,897,000 | 10,154,000 |
OTHER INTANGIBLE ASSETS net | 6,606,000 | 11,098,000 |
DEFERRED INCOME TAXES net | 1,793,000 | 0 |
OTHER ASSETS net | 130,000 | 234,000 |
TOTAL ASSETS | 54,051,000 | 69,612,000 |
CURRENT LIABILITIES | ||
Short-term borrowings | 0 | 9,623,000 |
Accounts payable | 2,398,000 | 2,791,000 |
Accrued compensation and benefits | 1,733,000 | 1,718,000 |
Accrued other liabilities | 2,019,000 | 1,666,000 |
Current maturities of long-term debt | 13,000 | 491,000 |
Liabilities of discontinued operations | 0 | 1,342,000 |
TOTAL CURRENT LIABILITIES | 6,163,000 | 17,631,000 |
Long-term debt, less current maturities | 88,000 | 5,936,000 |
Deferred tax liabilities - net | 0 | 2,175,000 |
Other liabilities | 210,000 | 228,000 |
TOTAL LIABILITIES | 6,461,000 | 25,970,000 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock - $10 par; authorized - 2,000,000 shares; no shares issued | 0 | 0 |
Additional paid-in capital | 12,906,000 | 12,884,000 |
Retained earnings | 36,061,000 | 31,495,000 |
Treasury stock, at cost - 584,000 shares at December 31, 2016 and 554,000 shares at December 31, 2015 | (4,821,000) | (4,566,000) |
Accumulated other comprehensive loss | (737,000) | (341,000) |
TOTAL SHAREHOLDERS’ EQUITY | 47,590,000 | 43,642,000 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 54,051,000 | 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 | Dec. 31, 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 INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net revenue | $ 57,276,000 | $ 60,312,000 |
Cost of sales | 38,345,000 | 38,630,000 |
Gross profit | 18,931,000 | 21,682,000 |
Selling, general and administrative expenses | 19,610,000 | 19,157,000 |
Impairment of goodwill and other intangible assets | 9,581,000 | 0 |
Operating (loss) income | (10,260,000) | 2,525,000 |
Other income - net | 100,000 | 272,000 |
Gain on sale of building | 1,703,000 | 0 |
Interest expense | (181,000) | (116,000) |
(Loss) income before income taxes | (8,638,000) | 2,681,000 |
Income tax (benefit) expense | (2,955,000) | 825,000 |
Net (loss) income from continuing operations | (5,683,000) | 1,856,000 |
Discontinued operations (Note 2) | ||
Net income from discontinued operations, net of tax of $38,000 and $1,001,000 for the years ended December 31, 2016 and 2015, respectively | 72,000 | 1,688,000 |
Gain on sale of discontinued operations, net of tax benefit of $482,000 | 12,512,000 | 0 |
Net income from discontinued operations, net of tax | 12,584,000 | 1,688,000 |
Net income | $ 6,901,000 | $ 3,544,000 |
Basic (loss) earnings per share | ||
Continuing operations | $ (1.58) | $ 0.51 |
Discontinued operations | 3.50 | 0.47 |
Net income | 1.92 | 0.98 |
Diluted (loss) earnings per share | ||
Continuing operations | (1.58) | 0.49 |
Discontinued operations | 3.50 | 0.45 |
Net income | $ 1.92 | $ 0.94 |
Weighted average common shares outstanding: | ||
Basic | 3,598,000 | 3,607,000 |
Diluted | 3,598,000 | 3,771,000 |
Net income | $ 6,901,000 | $ 3,544,000 |
Other comprehensive loss - foreign currency translation adjustment | (396,000) | (113,000) |
Total comprehensive income | $ 6,505,000 | $ 3,431,000 |
CONSOLIDATED STATEMENTS OF INC5
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME [Parenthetical] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 11, 2016 | Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period | $ 38,000 | $ 38,000 | $ 1,001,000 | |
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 482,000 | $ 482,000 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - 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, 2014 | $ 39,991,000 | $ 4,139,000 | $ 12,695,000 | $ 27,951,000 | $ (4,566,000) | $ (228,000) |
Balance (in shares) at Dec. 31, 2014 | 4,139,000 | (554,000) | ||||
Net income | 3,544,000 | $ 0 | 0 | 3,544,000 | $ 0 | 0 |
Exercise of stock options | 73,500 | $ 23,500 | 50,000 | 0 | $ 0 | 0 |
Exercise of stock options (in shares) | 23,500 | 0 | ||||
Issuance of restricted common stock | 42,500 | $ 7,500 | 35,000 | 0 | $ 0 | 0 |
Issuance of restricted common stock (in shares) | 7,500 | 0 | ||||
Stock-based compensation | 86,000 | $ 0 | 86,000 | 0 | $ 0 | 0 |
Tax benefit on stock-based compensation | 18,000 | 0 | 18,000 | 0 | 0 | 0 |
Foreign currency translation adjustment | (113,000) | 0 | 0 | 0 | 0 | (113,000) |
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 | 6,901,000 | $ 0 | 0 | 6,901,000 | $ 0 | 0 |
Exercise of stock options | 23,000 | $ 6,000 | 17,000 | 0 | $ 0 | 0 |
Exercise of stock options (in shares) | 6,000 | 0 | ||||
Issuance of restricted common stock | 50,000 | $ 5,000 | 45,000 | 0 | $ 0 | 0 |
Issuance of restricted common stock (in shares) | 5,000 | 0 | ||||
Stock-based compensation | (22,000) | $ 0 | (22,000) | 0 | $ 0 | 0 |
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) | ||||
Tax benefit on stock-based compensation | (18,000) | $ 0 | (18,000) | 0 | $ 0 | 0 |
Dividends | (2,335,000) | 0 | 0 | (2,335,000) | 0 | 0 |
Foreign currency translation adjustment | (396,000) | 0 | 0 | 0 | 0 | (396,000) |
Balance at Dec. 31, 2016 | $ 47,590,000 | $ 4,181,000 | $ 12,906,000 | $ 36,061,000 | $ (4,821,000) | $ (737,000) |
Balance (in shares) at Dec. 31, 2016 | 4,181,000 | (584,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities | ||
Net (loss) income from continuing operations | $ (5,683,000) | $ 1,856,000 |
Net income from discontinued operations | 12,584,000 | 1,688,000 |
Non-cash charges: | ||
Depreciation and amortization | 1,620,000 | 1,555,000 |
Amortization of other intangible assets | 1,016,000 | 1,237,000 |
Amortization of debt issue costs | 128,000 | 111,000 |
Provision for doubtful accounts | 4,000 | 8,000 |
Stock-based compensation | 13,000 | 86,000 |
Restricted stock-based compensation | 50,000 | 43,000 |
Gain on sale of fixed assets | (1,700,000) | (2,000) |
Deferred income taxes | (3,946,000) | 339,000 |
Fair value reduction in contingent consideration | 0 | (126,000) |
Impairment of goodwill and other intangible assets | 9,581,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 498,000 | (69,000) |
Inventories | (316,000) | (435,000) |
Prepaid expenses and other current assets | (2,006,000) | 386,000 |
Other assets | 58,000 | 101,000 |
Accounts payable | (372,000) | 89,000 |
Accrued compensation and benefits | 24,000 | (270,000) |
Accrued other liabilities | 390,000 | (830,000) |
Other liabilities | (18,000) | (17,000) |
Total adjustments | 5,024,000 | 2,206,000 |
Net cash (used in) provided by operating activities - continuing operations | (659,000) | 4,062,000 |
Net cash (used in) provided by operating activities - discontinued operations | (499,000) | 2,511,000 |
Net cash (used in) provided by operating activities | (1,158,000) | 6,573,000 |
Cash Flows from Investing Activities: | ||
Capital expenditures | (1,066,000) | (1,261,000) |
Proceeds from disposal of assets | 3,512,000 | 48,000 |
Net cash provided by (used in) investing activities - continuing operations | 2,446,000 | (1,213,000) |
Net cash provided by (used in) investing activities - discontinued operations | 20,149,000 | (161,000) |
Net cash provided by (used in) investing activities | 22,595,000 | (1,374,000) |
Cash Flows from Financing Activities: | ||
Dividend payments | (2,335,000) | 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 | 56,446,000 | 72,347,000 |
Repayments of short-term borrowings | (47,359,000) | (74,541,000) |
Repayments of term loans | (6,343,000) | (3,127,000) |
Repayments of notes payable | (29,000) | (39,000) |
Excess tax benefit on stock-based compensation | (18,000) | 18,000 |
Payments of bank financing costs | (30,000) | 0 |
Net cash provided by (used in) financing activities - continuing operations | 100,000 | (5,269,000) |
Net cash used in financing activities - discontinued operations | (18,716,000) | 0 |
Net cash used in financing activities | (18,616,000) | (5,269,000) |
Effect of exchange rate changes on cash | (49,000) | (14,000) |
Net (decrease) increase in cash | 2,772,000 | (84,000) |
Cash at beginning of year | 927,000 | 1,011,000 |
Cash at end of year | 3,699,000 | 927,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for: Interest | 133,000 | 615,000 |
Cash paid for: Income taxes | 112,000 | 1,626,000 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Exchange of property and equipment | $ 0 | $ 64,000 |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | The 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. Certain amounts in the financial statements have been reclassified to conform to classifications used in the current year. The Company 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, which had been reported in the Hardware segment, the Company only operates in the Tools business. 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 currently operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). During the third quarter of 2014, the Company acquired Exhaust Technologies Inc. (“ETI”), a developer and distributor of pneumatic tools, through a merger between a newly formed, wholly-owned subsidiary of Florida Pneumatic and ETI. Further, in July 2014, Florida Pneumatic acquired all of the outstanding shares of Universal Air Tool Company Limited (“UAT”), a distributor of pneumatic tools located in High Wycombe, England. UAT markets pneumatic tools to the automotive market sector primarily in the United Kingdom and Ireland. This acquisition provides the Company with direct entry into the European pneumatic tool market for the Company’s entire suite of air tool products. Both ETI and UAT are wholly-owned subsidiaries of Florida Pneumatic, and unless otherwise indicated, the operations and results of operations of Florida Pneumatic herein include ETI and UAT as of the respective dates such companies were acquired. Additionally, during the third quarter of 2014, the Company acquired substantially all the assets of ATSCO Holdings Corp. (“ATSCO”), through a wholly-owned subsidiary of Hy-Tech, and unless otherwise indicated, the operations and results of operations of Hy-Tech herein include ATSCO as of the date the business was acquired. Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive service and repair 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, such as 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, and oil and mining companies. In addition, Hy-Tech manufactures an extensive line of pneumatic tool replacement parts that are sold to original equipment manufacturers (“OEMs”), and competitively. 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. See Note 2 to Consolidated Financial Statements for further discussion relating to the sale of Nationwide. The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery is completed, which occurs either upon shipment by us, or upon receipt by customer at the location specified in the terms of sale, or title has passed to our customer or services have been provided, the sale price is fixed or determinable, and collectability is reasonably assured. The Company sells its goods on terms which transfer title and risk of loss at a specified location, typically shipping point, port of loading or port of discharge, depending on the final destination of the goods. Other than standard product warranty provisions, the Company’s sales arrangements provide for no other post-shipment obligations. The Company offers rebates and other sales incentives, promotional allowances or discounts, from time to time and for certain customers, typically related to customer purchase volume, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale. The Company periodically evaluates whether an allowance for sales returns is necessary. Historically, the Company has experienced minimal sales returns. If the Company believes there are material potential sales returns, the Company would provide the necessary provision against sales. Expenses for shipping and handling costs are included in selling, general and administrative expenses, and totaled approximately $ 2,013,000 1,950,000 Cash and cash equivalents consist of cash held in bank demand deposits. The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2016 and 2015. The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable and short-term debt approximate fair value as of December 31, 2016 and 2015 because of the relatively short-term maturity of these financial instruments. The carrying amounts reported for long-term debt approximate fair value as of December 31, 2016 and 2015 because, in general, the interest rates underlying the instruments fluctuate with market rates. Accounts receivable are customer obligations due under normal trade terms. The Company sells its products to retailers, distributors and original equipment manufacturers involved in a variety of industries. The Company performs continuing credit evaluations of its customers’ financial condition, and although the Company generally does not require collateral, letters of credit may be required from customers in certain circumstances. Management reviews accounts receivable to determine if any receivables will potentially be uncollectible. Factors considered in the determination include, among other factors, number of days an invoice is past due, customer historical trends, available credit ratings information, other financial data and the overall economic environment. Collection agencies may also be utilized if management so determines. The Company records an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. The Company also records as an additional allowance a certain percentage of aged accounts receivable, based on historical experience and the Company’s assessment of the general financial conditions affecting its customer base. If actual collection experience changes, revisions to the allowance may be required. The Company has a limited number of customers with individually large amounts due at any given balance sheet date. Any unanticipated change in the creditworthiness of any of these customers could have a material effect on the Company’s results of operations in the period in which such changes or events occur. After all reasonable attempts to collect an account receivable have failed, the amount of the receivable is written off against the allowance. Based on the information available, the Company believes that its allowance for doubtful accounts as of December 31, 2016 is adequate. However, actual write-offs might exceed the recorded allowance. The Company places the majority of its cash with its primary bank, Capital One Bank, National Association (“Capital One”), which is insured by the Federal Deposit Insurance Corporation (“FDIC”). Significant concentrations of credit risk may arise from the Company’s cash maintained at Capital One, as from time to time cash balances may exceed the FDIC limits. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. We have two customers that in the aggregate, as of December 31, 2016 and 2015, accounted for 53.5 47.0 To date, these customers remain at or close to complying with their payment terms. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, possible disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis P&F evaluates its estimates, including those related to collectability of accounts receivable, valuation of inventories, recoverability of goodwill and intangible assets and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions. Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out method or the weighted average method. The inventory balance, which includes raw materials, labor, and manufacturing overhead costs, is recorded net of an allowance for obsolete or unmarketable inventory. Such allowance is based upon both historical experience and management’s understanding of market conditions and forecasts of future product demand. If the actual amount of obsolete or unmarketable inventory significantly exceeds the estimated allowance, the Company’s cost of sales, gross profit and net earnings would be significantly affected. Property and equipment are stated at cost less accumulated depreciation and amortization. Generally, the Company capitalizes items in excess of $ 1,000 Depreciation of buildings and machinery and equipment is computed by using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over periods ranging from 27.5 31 3 10 In accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), pertaining to the accounting for the impairment or disposal of long-lived assets, property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s assessment of recoverability of property and equipment is performed on an entity level. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of such asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company accounts for acquired businesses using the purchase method of accounting, which requires that the assets acquired, liabilities assumed, and contingent consideration, if any, are recorded as of the date of the acquisition at their respective fair values. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred and that restructuring costs be expensed in periods subsequent to the acquisition date. Generally, the Company engages third party valuation appraisal firms to assist it in determining the fair values and useful lives of the assets acquired and liabilities assumed. The Company records a preliminary purchase price allocation for its acquisitions and finalizes purchase price allocations as additional information relative to the fair values of the assets acquired become known. Goodwill is carried at cost less any impairment charges. Goodwill and intangible assets with indefinite lives are not amortized but are subject to an annual test for impairment at the entity unit level (operating segment or one level below an operating segment) and between annual tests in certain circumstances. In accordance with authoritative guidance issued by the FASB, the Company tests goodwill for impairment on an annual basis. This test occurs in the fourth quarter or more frequently if the Company believes indicators of impairment exist. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company’s reporting units with the reporting unit’s carrying amount, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the expected present value of future cash flows and the market valuation approach. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The measurement of goodwill subsequent to its initial recognition complies with the authoritative guidance issued by the FASB. Intangible assets other than goodwill and intangible assets with indefinite lives are carried at cost less accumulated amortization. Intangible assets are generally amortized on a straight-line basis over their respective useful lives, generally 3 20 Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the amount by which the carrying value exceeds the fair value of the asset. The Company offers certain warranties against product defects for periods ranging from one to three years. Certain products carry limited lifetime warranties. The Company’s typical warranties require it to repair or replace the defective products during the warranty period at no cost to the customer. At the time the product revenue is recognized, the Company records a liability for estimated costs under its warranties. The costs are estimated based on revenue and historical experience. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. While the Company believes that its estimated liability for product warranties is adequate and that the judgment applied is appropriate, the estimated liability for the product warranties could differ materially from future actual warranty costs. The Company accounts for income taxes using the asset and liability approach. This approach requires the recognition of current tax assets or liabilities for the amounts refundable or payable on tax returns for the current year, as well as the recognition of deferred tax assets or liabilities for the expected future tax consequences of temporary differences that can arise between (a) the amount of taxable income and pretax financial income for a year, such as from net operating loss carryforwards and other tax credits, and (b) the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates. The impact on deferred tax assets and liabilities of changes in tax rates and laws, if any, is reflected in the consolidated financial statements in the period enacted. Further, we evaluate the likelihood of realizing benefit from our deferred tax assets by estimating future sources of taxable income and the impact of tax planning strategies. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company files a consolidated Federal tax return. P&F and certain of its subsidiaries file combined tax returns in New York and Texas. All subsidiaries, other than UAT, file other state and local tax returns on a stand-alone basis. UAT files an income tax return to the taxing authorities in the United Kingdom. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while other positions are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. For tax positions that meet the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above, is reflected as a liability for unrecognized tax benefits in the consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as income taxes in the consolidated statements of income and comprehensive income. The Company expenses its costs of advertising in the period in which they are incurred. Advertising costs for the years ended December 31, 2016 and 2015 were $ 1,441,000 1,132,000 Basic earnings per common share exclude any dilution. It is based upon the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share reflect the effect of shares of common stock issuable upon the exercise of stock options, unless the effect on earnings is anti-dilutive. Diluted 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 the Company’s Class A Common Stock. The average market value for the period is used as the assumed purchase price. Years Ended December 31, 2016 2015 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations $ (5,683,000) $ 1,856,000 Net income from discontinued operations 12,584,000 1,688,000 Net income $ 6,901,000 $ 3,544,000 Denominator: Denominator for basic (loss) income per shareweighted average common shares outstanding 3,598,000 3,607,000 Effect of dilutive securities: Stock options 164,000 Denominator for diluted (loss) income per shareadjusted weighted average common shares and assumed conversions 3,598,000 3,771,000 At December 31, 2016 and 2015 and during the years then ended, there were outstanding stock options whose exercise prices were higher than the average market values for the respective periods. These options are anti-dilutive and were excluded from the computation of diluted earnings per share during the year ended December 31, 2015. For the year ended December 31, 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. The average anti-dilutive options outstanding for the years ended December 31, 2016 and 2015 were 76,000 134,000 In accordance with GAAP, the Company measures and recognizes compensation expense for all share-based payment awards based on estimated fair values. Share-based compensation expense is included in selling, general and administrative expense on the accompanying consolidated statements of income and comprehensive income. With respect to stock options, GAAP requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of income and comprehensive income. The Company records compensation expense ratably over the vesting periods. The Company estimates forfeitures at the time of grant and revises this estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes option-pricing model as its method of valuation for share-based awards granted. As such, the Company’s determination of fair value of share-based payment awards is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, relevant interest rates, and the expected term of the awards. With respect to any issuance of its common stock, the Company determines fair value per share as the closing price of its common stock on the date of the grant of said shares. The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company's international operations are reported as a component of "Accumulated other comprehensive loss" in the Company's consolidated balance sheets. For foreign currency remeasurement from each local currency into the appropriate functional currency, monetary assets and liabilities are remeasured to functional currencies using current exchange rates in effect at the balance sheet date. Gains or losses from these remeasurements were not significant and have been included in the Company’s consolidated statements of income and comprehensive income. Non-monetary assets and liabilities are recorded at historical exchange rates, and the related remeasurement gains or losses are reported as a component of "Accumulated other comprehensive loss" in the Company's consolidated balance sheets. Going concern assessment With the implementation of FASB's new standard on going concern, beginning with year ended December 31, 2016, and all annual and interim periods thereafter, we will assess going concern uncertainty in our financial statements to determine if we have sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in the current accounting guidance. As part of this assessment, based on conditions that are known and reasonably knowable to us, we will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved and we have the proper authority to execute them within the look-forward period. Our assessment determined the Company is a going concern. Recently Issued Accounting Pronouncements Not Yet Adopted In March 2016, the FASB issued Accounting Standard Update (“ASU”) ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases 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 Licensin ⋅ ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The underlying principle is to use a five-step analysis of transactions to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard permits the use of either a retrospective or modified retrospective application. The Company intends to use the modified retrospective approach. The Company is currently in the process of completing its assessment of any significant contract and assessing the impact the adoption of the new revenue standard will have on its consolidated financial statements and related disclosures. T In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, “Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplified the testing of goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measured a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for public companies for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We are currently evaluating the effects that the adoption of ASU 2017-04 will have on our consolidated financial statements. There are currently no other accounting standards that have been issued but not yet adopted 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 In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern The Company does not believe that any recently issued accounting standards, in addition to those referenced above, would have a material effect on its consolidated financial statements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 2DISCONTINUED OPERATIONS Sale of Nationwide Industries, Inc. The Company, as part of its strategic plan to focus on expanding its position in the power-tool and accessories market, sold Nationwide on February 11, 2106, (the “Closing Date”). 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 75,000 400,000 400,000 18.7 The escrow funds are classified as Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheet, and is intended to be released eighteen months from the Closing Date, which is on or about August 11, 2017, less any claims made against these escrow funds, in accordance with the Stock Purchase Agreement. The Company believes that these escrow funds are highly collectible, and that it is more likely than not that with respect to any or all such potential claims made against the Company, these claims will not exceed the minimum dollar threshold amount of $ 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. January 1, 2016 Year through the ended Closing Date December 31, 2015 Revenue $ 1,830,000 $ 21,390,000 Cost of goods sold 1,177,000 13,144,000 Gross profit 653,000 8,246,000 Selling and general and administrative expenses 483,000 4,957,000 Interest expense-net 60,000 600,000 Income before income taxes 110,000 2,689,000 Income taxes 38,000 1,001,000 Net income $ 72,000 $ 1,688,000 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 Premises. The lease provided for, among other things, a seven-year term commencing on the Closing Date and an annual base rent of approximately $ 252,000 The Company recognized a gain of $ 12,512,000 482,000 3,750,000 3,500,000 100,000 1,703,000 482,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 3FAIR 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 December 31, 2016 and 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 | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 4ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS December 31, December 31, 2016 2015 Accounts receivable $ 7,991,000 $ 8,559,000 Allowance for doubtful accounts (85,000) (82,000) $ 7,906,000 $ 8,477,000 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 5INVENTORIES December 31, December 31, 2016 2015 Raw materials $ 1,918,000 $ 2,070,000 Work in process 658,000 1,366,000 Finished goods 17,325,000 16,347,000 $ 19,901,000 $ 19,783,000 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 6GOODWILL 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 Trademarks and tradenames were previously considered an indefinite-lived intangible asset. However, as a result of the testing for impairment as of May 31, 2016, which determined the carrying value of Hy-Tech’s trademarks and tradenames exceeded the fair value, and an impairment charge of $ 229,000 15 Based on step one of the November 30, 2016 annual testing for impairment of our goodwill and other intangible assets, it was determined that the fair value of the reporting unit was less than the carrying value. As noted above, 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, the Company, after resetting the carrying values of its intangible assets, other than Goodwill, the result was a $ 390,000 880,000 The primary factors contributing to this further impairment include: ⋅ Further erosion of Hy-Tech’s revenue, which began in October 2016 and is now expected to continue; ⋅ f urther decline ⋅ lowering of expectations with respect to orders from a large customer. Certain factors considered by management in the performance of the impairment test include: ⋅ Cash flows was determined to be a key assumption primarily due to reductions in future revenue and gross margins; and ⋅ Dis count rates. The discount rates applied to internally developed cash flow projections were 14.5% for the previous annual impairment test as of November 30, 2015, 13.8% at May 31, 2016 and 15.2 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. As of December 31, 2015, the Company has no accumulated impairment losses. Florida Pneumatic Hy-Tech Total Balance, January 1, 2016 $ 3,931,000 $ 6,223,000 $ 10,154,000 Impairment of goodwill (6,223,000) (6,223,000) Currency translation adjustment (34,000) (34,000) Balance, December 31, 2016 $ 3,897,000 $ $ 3,897,000 Accumulated Net Book Cost Amortization Value Balance, January 1, 2016 $ 15,277,000 $ 4,179,000 $ 11,098,000 Impairment of other intangible assets (6,541,000) (3,183,000) (3,358,000) Amortization 1,016,000 (1,016,000) Currency translation adjustment (139,000) (21,000) (118,000) Balance, December 31, 2016 $ 8,597,000 $ 1,991,000 $ 6,606,000 December 31, 2016 December 31, 2015 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Other intangible assets: Customer relationships (1) $ 5,143,000 $ 1,022,000 $ 4,121,000 $ 11,285,000 $ 3,486,000 $ 7,799,000 Trademarks and trade names (1) 1,507,000 1,507,000 1,576,000 1,576,000 Trademarks and trade names (2) 200,000 5,000 195,000 439,000 439,000 Engineering drawings 330,000 148,000 182,000 410,000 159,000 251,000 Non-compete agreements (1) 212,000 150,000 62,000 362,000 134,000 228,000 Patents 1,205,000 666,000 539,000 1,205,000 400,000 805,000 Totals $ 8,597,000 $ 1,991,000 $ 6,606,000 $ 15,277,000 $ 4,179,000 $ 11,098,000 Customer relationships $ 3,001,000 Trademarks and trade names (2) 237,000 Engineering drawings 37,000 Non-compete agreements 83,000 $ 3,358,000 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. Year ended December 31, 2016 2015 $ 1,016,000 $ 1,237,000 December 31, 2016 December 31, 2015 Customer relationships 9.3 10.0 Trademarks and trade names (2) 14.5 Engineering drawings 8.8 8.5 Non-compete agreements 1.2 2.7 Patents 6.1 5.8 2017 $ 708,000 2018 570,000 2019 551,000 2020 512,000 2021 508,000 Thereafter 2,250,000 $ 5,099,000 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 7DEBT 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 8 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 December 31, 2016, the Company did not have any borrowings against its Revolver line, whereas at December 31, 2015, it had borrowings of $ 9,623,000 1.50 0.50 2.00 1.00 LIBOR Base Rate % % Range of Applicable Margins added to Revolver borrowings during: 2016 1.50 points to 2.0 points 0.50 points to 1.00 points 2015 2.00 points to 2.50 points 1.00 points to 1.50 points 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 December 31, 2016 and 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 $ 12,000 64,000 December December LONG-TERM DEBT: 31, 2016 31, 2015 Term Loan A - $23,000 payable monthly January 2013 through February 2016, balance due December 19, 2019. $ 100,000 $ 6,160,000 Capex Term Loan - $6,000 payable monthly May 2012 through February 2016. 101,000 Capex Term Loan - $9,000 payable monthly October 2012 through February 2016. 182,000 Other 13,000 48,000 Deferred financing fees (12,000) (64,000) 101,000 6,427,000 Less current maturities 13,000 491,000 $ 88,000 $ 5,936,000 |
STOCK OPTIONS - STOCK COMPENSAT
STOCK OPTIONS - STOCK COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 8STOCK OPTIONS STOCK COMPENSATION The Company’s stockholders approved the P&F Industries, Inc. 2012 Stock Incentive Plan (the “2012 Plan”). The 2012 Plan authorizes the issuance to employees, consultants and non-employee directors of nonqualified stock options, stock appreciation rights, restricted stock, performance shares, performance units, and other stock-based awards. In addition, employees are eligible to be granted incentive stock options under the 2012 Plan. The 2012 Plan is currently administered by the compensation committee of the Company’s Board of Directors (the “Committee”). The aggregate number of shares of the Company’s Class A Common Stock (“Common Stock”) that may be issued under the 2012 Plan may not exceed 325,000 The maximum number of shares of Common Stock with respect to which any award of stock options, stock appreciation rights or other Appreciation Award that may be granted under the 2012 Plan during any fiscal year to any eligible employee or consultant will be 100,000 65,000 165,000 1,000,000 35,000 With respect to stock options, the Committee will determine the number of shares of Common Stock subject to each option, the term of each option, which may not exceed ten years (or five years in the case of an incentive stock option granted to a 10% stockholder), the exercise price, the vesting schedule (if any), and the other material terms of each option. No stock option may have an exercise price less than the fair market value of the Common Stock at the time of grant (or, in the case of an incentive stock option granted to a 10% stockholder, 110% of fair market value). The 2012 Plan, which terminates in May 2022, is the successor to the Company’s 2002 Stock Incentive Plan (“Previous Plan”) see below. Stock option awards made under the Previous Plan will continue in effect and remain governed by the provisions of that plan. The Company’s Previous Plan authorized the issuance to employees and directors of options to purchase a maximum of 1,100,000 100 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 Weighted Number Average Aggregate of Exercise Price Intrinsic Shares per share Value Outstanding, January 1, 2015 505,000 $ 6.51 Granted Exercised (23,500) 3.11 Expired (24,500) 16.50 Outstanding, December 31, 2015 457,000 Granted 19,174 5.89 Exercised (6,000) 3.81 Forfeited and repurchased (29,634) 5.86 Expired (16,723) 10.72 Outstanding and vested, December 31, 2016 423,817 $ 5.68 $ 1,271,704 Included in the forfeited options in the table above for 2016 are 20,998 50,000 In 2016, 27,500 18,857 December 31, 2016 2015 Weighted Weighted Average Average Option Grant-Date Option Grant-Date Shares Fair Value Shares Fair Value Non-vested shares, beginning of year 23,840 $ 6.72 61,006 $ 6.14 Granted 829 6.45 Vested (19,167) 6.71 (37,166) 5.76 Forfeited (5,502) 6.72 Non-vested shares, end of year $ 23,840 $ 6.72 Stock-based compensation expense recognized for the years ended December 31, 2016 and 2015 was approximately $ 13,000 86,000 Options Outstanding and exercisable Weighted Average Weighted Number Remaining Average outstanding and Contractual Exercise exercisable Life (Years) Price 71,069 0.5 $ 10.72 177,687 1.5 $ 3.98 25,605 4.0 $ 2.92 49,644 4.4 $ 4.37 2,090 5.4 $ 4.29 41,809 5.5 $ 4.74 55,913 6.3 $ 7.86 423,817 2.9 $ 5.68 Other Information At December 31, 2016 and 2015, there were 175,450 183,267 113,817 310,000 Restricted Stock The Company, in May 2016, granted 1,000 5,000 8.72 44,000 The Company, in May 2015, granted 1,000 5,000 8.63 43,000 The Company issued 2,500 6.86 833 833 834 100 17,000 Treasury Stock 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 |
DIVIDENDS PAYABLE - OPTIONS ADJ
DIVIDENDS PAYABLE - OPTIONS ADJUSTMENTS (EQUITY RESTRUCTURING EVENT) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
DIVIDENDS PAYABLE - OPTIONS ADJUSTMENTS (EQUITY RESTRUCTURING EVENT) | NOTE 9DIVIDENDS PAYABLE OPTIONS ADJUSTMENTS (EQUITY RESTRUCTURING EVENT) On March 8, 2016, the Company’s Board of Directors declared a special cash dividend of $ 0.50 0.20 0.05 180,000 The Compensation Committee of the Board of Directors of the Company serves as administrator of the 2012 Plan, and the P&F Industries, Inc. 2002 Stock Incentive Plan (“2002 Plan”). The 2012 Plan requires that options granted under the 2012 Plan be equitably adjusted when an equity restructuring transaction or event occurs. Additionally, the 2002 Plan allows the Compensation Committee to equitably adjust any outstanding options granted under the 2002 Plan in the event of an equity restructuring event. The Compensation Committee determined that the special dividend met the applicable criteria under both the 2012 Plan and the 2002 Plan and authorized an equitable adjustment be made to all outstanding options under both plans. The equitable adjustment lowered the exercise price of all outstanding options, and added, in the aggregate, 19,174 0.13 0.48 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 10INCOME TAXES Years Ended December 31, 2016 2015 Current: Federal $ 766,000 $ 559,000 State and local 208,000 137,000 Foreign 41,000 14,000 Total current 1,015,000 710,000 Deferred: Federal (3,638,000) 161,000 State and local (308,000) (33,000) Foreign (24,000) (13,000) Total deferred (3,970,000) 115,000 Totals $ (2,955,000) $ 825,000 The Company has a state net operating loss carryforward of $ 791,000 2036 December 31, 2016 2015 Deferred tax assets: Bad debt reserves $ 28,000 $ 54,000 Inventory reserves 1,185,000 1,058,000 Warranty and other reserves 255,000 179,000 Stock-based compensation 485,000 531,000 Goodwill 1,962,000 Other 11,000 34,000 3,926,000 1,856,000 Deferred tax (liabilities): Prepaid expenses (177,000) (190,000) Depreciation (720,000) (987,000) Intangibles (1,236,000) (2,676,000) Goodwill (178,000) Net deferred tax assets (liabilities) $ 1,793,000 $ (2,175,000) Years ended December 31, 2016 2015 United States operations $ (8,790,000) $ 2,531,000 International operations 152,000 150,000 Income before tax $ (8,638,000) $ 2,681,000 U.S. federal income taxes have not been provided on approximately $ 302,000 Years ended December 31, 2016 2015 Federal income tax computed at statutory rates (34.0) % 34.0 % (Decrease) increase in taxes resulting from: State and local taxes, net of Federal tax benefit (0.8) 2.2 Permanent differences - net 0.3 (2.1) Foreign rate differential (0.4) (1.6) Other 0.7 (1.7) Income tax (benefit) expense (34.2) % 30.8 Balance January 1, 2015 $ 880,000 Lapse of statute of limitations (469,000) Interest accrual 21,000 Balance at January 1, 2016 432,000 Lapse of statute of limitations (143,000) Interest accrual 22,000 Balance December 31, 2016 $ 311,000 In connection with one of the acquisitions that occurred in 2014, the Company, in accordance with the ASC 740-10, recorded in Accrued liabilities an uncertain tax position of $ 311,000 The Company files a consolidated Federal tax return. The Company and certain of its subsidiaries file tax returns in various U.S. state jurisdictions. Its foreign subsidiary, UAT, files in the United Kingdom. With few exceptions, the years that remain subject to examination are the years ended December 31, 2013 through December 31, 2015. During the current year, the Internal Revenue Service completed the examination of the Company’s tax return for the year ended December 31, 2013 which resulted in the tax return being accepted as filed. Interest and penalties, if any, related to income tax liabilities are included in income tax expense. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11COMMITMENTS AND CONTINGENCIES (a) The Company maintains a contributory defined contribution plan that covers all eligible employees. All contributions to this plan are discretionary. Amounts recognized as expense for contributions to this plan were $ 298,000 397,000 (b) At December 31, 2016 and 2015, the Company had open purchase order commitments totaling approximately $ 9,836,000 10,224,000 (c) From time to time, the Company may be a defendant or co-defendant in actions brought about in the ordinary course of conducting our business. (d) The Company leases certain facilities and equipment through 2021. Generally, the facility leases carry renewal provisions and require the Company to pay maintenance costs. Rental payments may be adjusted for increases in taxes and insurance above specified amounts. Operating lease expense for 2016 and 2015 was $ 371,000 418,000 2017 $ 324,000 2018 160,000 2019 116,000 2020 80,000 2021 14,000 $ 694,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 12RELATED PARTY TRANSACTIONS The President of one of the Company’s subsidiaries is part owner of one of that subsidiary’s vendors. During the years ended December 31, 2016 and 2015, the Company purchased approximately $ 469,000 690,000 0 63,000 9,000 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 to year end, this President left the employment of the Company, to pursue other interests. |
SUMMARY OF ACCOUNTING POLICIES
SUMMARY OF ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The 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. Certain amounts in the financial statements have been reclassified to conform to classifications used in the current year. The Company 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, which had been reported in the Hardware segment, the Company only operates in the Tools business. 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 currently operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). During the third quarter of 2014, the Company acquired Exhaust Technologies Inc. (“ETI”), a developer and distributor of pneumatic tools, through a merger between a newly formed, wholly-owned subsidiary of Florida Pneumatic and ETI. Further, in July 2014, Florida Pneumatic acquired all of the outstanding shares of Universal Air Tool Company Limited (“UAT”), a distributor of pneumatic tools located in High Wycombe, England. UAT markets pneumatic tools to the automotive market sector primarily in the United Kingdom and Ireland. This acquisition provides the Company with direct entry into the European pneumatic tool market for the Company’s entire suite of air tool products. Both ETI and UAT are wholly-owned subsidiaries of Florida Pneumatic, and unless otherwise indicated, the operations and results of operations of Florida Pneumatic herein include ETI and UAT as of the respective dates such companies were acquired. Additionally, during the third quarter of 2014, the Company acquired substantially all the assets of ATSCO Holdings Corp. (“ATSCO”), through a wholly-owned subsidiary of Hy-Tech, and unless otherwise indicated, the operations and results of operations of Hy-Tech herein include ATSCO as of the date the business was acquired. Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive service and repair 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, such as 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, and oil and mining companies. In addition, Hy-Tech manufactures an extensive line of pneumatic tool replacement parts that are sold to original equipment manufacturers (“OEMs”), and competitively. 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. See Note 2 to Consolidated Financial Statements for further discussion relating to the sale of Nationwide. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Financial Statement Presentation The Company prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery is completed, which occurs either upon shipment by us, or upon receipt by customer at the location specified in the terms of sale, or title has passed to our customer or services have been provided, the sale price is fixed or determinable, and collectability is reasonably assured. The Company sells its goods on terms which transfer title and risk of loss at a specified location, typically shipping point, port of loading or port of discharge, depending on the final destination of the goods. Other than standard product warranty provisions, the Company’s sales arrangements provide for no other post-shipment obligations. The Company offers rebates and other sales incentives, promotional allowances or discounts, from time to time and for certain customers, typically related to customer purchase volume, all of which are fixed or determinable and are classified as a reduction of revenue and recorded at the time of sale. The Company periodically evaluates whether an allowance for sales returns is necessary. Historically, the Company has experienced minimal sales returns. If the Company believes there are material potential sales returns, the Company would provide the necessary provision against sales. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs Expenses for shipping and handling costs are included in selling, general and administrative expenses, and totaled approximately $ 2,013,000 1,950,000 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Cash and cash equivalents consist of cash held in bank demand deposits. The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. There were no cash equivalents at December 31, 2016 and 2015. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Financial Instruments The carrying amounts reported in the consolidated balance sheets for cash, accounts receivable, accounts payable and short-term debt approximate fair value as of December 31, 2016 and 2015 because of the relatively short-term maturity of these financial instruments. The carrying amounts reported for long-term debt approximate fair value as of December 31, 2016 and 2015 because, in general, the interest rates underlying the instruments fluctuate with market rates. |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are customer obligations due under normal trade terms. The Company sells its products to retailers, distributors and original equipment manufacturers involved in a variety of industries. The Company performs continuing credit evaluations of its customers’ financial condition, and although the Company generally does not require collateral, letters of credit may be required from customers in certain circumstances. Management reviews accounts receivable to determine if any receivables will potentially be uncollectible. Factors considered in the determination include, among other factors, number of days an invoice is past due, customer historical trends, available credit ratings information, other financial data and the overall economic environment. Collection agencies may also be utilized if management so determines. The Company records an allowance for doubtful accounts based on specifically identified amounts that are believed to be uncollectible. The Company also records as an additional allowance a certain percentage of aged accounts receivable, based on historical experience and the Company’s assessment of the general financial conditions affecting its customer base. If actual collection experience changes, revisions to the allowance may be required. The Company has a limited number of customers with individually large amounts due at any given balance sheet date. Any unanticipated change in the creditworthiness of any of these customers could have a material effect on the Company’s results of operations in the period in which such changes or events occur. After all reasonable attempts to collect an account receivable have failed, the amount of the receivable is written off against the allowance. Based on the information available, the Company believes that its allowance for doubtful accounts as of December 31, 2016 is adequate. However, actual write-offs might exceed the recorded allowance. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk The Company places the majority of its cash with its primary bank, Capital One Bank, National Association (“Capital One”), which is insured by the Federal Deposit Insurance Corporation (“FDIC”). Significant concentrations of credit risk may arise from the Company’s cash maintained at Capital One, as from time to time cash balances may exceed the FDIC limits. Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. We have two customers that in the aggregate, as of December 31, 2016 and 2015, accounted for 53.5 47.0 To date, these customers remain at or close to complying with their payment terms. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, possible disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis P&F evaluates its estimates, including those related to collectability of accounts receivable, valuation of inventories, recoverability of goodwill and intangible assets and income taxes. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not apparent from other sources. Actual results may differ from those estimates under different assumptions or conditions. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are valued at the lower of cost or market. Cost is determined by the first-in, first-out method or the weighted average method. The inventory balance, which includes raw materials, labor, and manufacturing overhead costs, is recorded net of an allowance for obsolete or unmarketable inventory. Such allowance is based upon both historical experience and management’s understanding of market conditions and forecasts of future product demand. If the actual amount of obsolete or unmarketable inventory significantly exceeds the estimated allowance, the Company’s cost of sales, gross profit and net earnings would be significantly affected. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment and Depreciation and Amortization Property and equipment are stated at cost less accumulated depreciation and amortization. Generally, the Company capitalizes items in excess of $ 1,000 Depreciation of buildings and machinery and equipment is computed by using the straight-line method over the estimated useful lives of the assets. Buildings are depreciated over periods ranging from 27.5 31 3 10 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Long-Lived Assets In accordance with authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), pertaining to the accounting for the impairment or disposal of long-lived assets, property and equipment and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company’s assessment of recoverability of property and equipment is performed on an entity level. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of such asset to its estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of such asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Business Combinations Policy [Policy Text Block] | Acquisitions The Company accounts for acquired businesses using the purchase method of accounting, which requires that the assets acquired, liabilities assumed, and contingent consideration, if any, are recorded as of the date of the acquisition at their respective fair values. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred and that restructuring costs be expensed in periods subsequent to the acquisition date. Generally, the Company engages third party valuation appraisal firms to assist it in determining the fair values and useful lives of the assets acquired and liabilities assumed. The Company records a preliminary purchase price allocation for its acquisitions and finalizes purchase price allocations as additional information relative to the fair values of the assets acquired become known. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill, Intangible and Long-Lived Assets Goodwill is carried at cost less any impairment charges. Goodwill and intangible assets with indefinite lives are not amortized but are subject to an annual test for impairment at the entity unit level (operating segment or one level below an operating segment) and between annual tests in certain circumstances. In accordance with authoritative guidance issued by the FASB, the Company tests goodwill for impairment on an annual basis. This test occurs in the fourth quarter or more frequently if the Company believes indicators of impairment exist. An entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (that is, a likelihood of more than 50%) that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The performance of the test involves a two-step process. The first step of the impairment test involves comparing the fair value of the Company’s reporting units with the reporting unit’s carrying amount, including goodwill. The Company generally determines the fair value of its reporting units using the income approach methodology of valuation that includes the expected present value of future cash flows and the market valuation approach. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test to determine the amount of impairment loss. The second step of the goodwill impairment test involves comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. The measurement of goodwill subsequent to its initial recognition complies with the authoritative guidance issued by the FASB. Intangible assets other than goodwill and intangible assets with indefinite lives are carried at cost less accumulated amortization. Intangible assets are generally amortized on a straight-line basis over their respective useful lives, generally 3 20 Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of any impairment loss for long-lived assets and certain identifiable intangible assets that management expects to hold and use is based on the amount by which the carrying value exceeds the fair value of the asset. |
Standard Product Warranty, Policy [Policy Text Block] | Warranty Liability The Company offers certain warranties against product defects for periods ranging from one to three years. Certain products carry limited lifetime warranties. The Company’s typical warranties require it to repair or replace the defective products during the warranty period at no cost to the customer. At the time the product revenue is recognized, the Company records a liability for estimated costs under its warranties. The costs are estimated based on revenue and historical experience. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the amounts as necessary. While the Company believes that its estimated liability for product warranties is adequate and that the judgment applied is appropriate, the estimated liability for the product warranties could differ materially from future actual warranty costs. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using the asset and liability approach. This approach requires the recognition of current tax assets or liabilities for the amounts refundable or payable on tax returns for the current year, as well as the recognition of deferred tax assets or liabilities for the expected future tax consequences of temporary differences that can arise between (a) the amount of taxable income and pretax financial income for a year, such as from net operating loss carryforwards and other tax credits, and (b) the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates. The impact on deferred tax assets and liabilities of changes in tax rates and laws, if any, is reflected in the consolidated financial statements in the period enacted. Further, we evaluate the likelihood of realizing benefit from our deferred tax assets by estimating future sources of taxable income and the impact of tax planning strategies. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion, or all, of the deferred tax assets will not be realized. The Company files a consolidated Federal tax return. P&F and certain of its subsidiaries file combined tax returns in New York and Texas. All subsidiaries, other than UAT, file other state and local tax returns on a stand-alone basis. UAT files an income tax return to the taxing authorities in the United Kingdom. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while other positions are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. For tax positions that meet the more-likely-than-not recognition threshold, the tax benefit is measured as the largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above, is reflected as a liability for unrecognized tax benefits in the consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest and penalties associated with unrecognized tax benefits are classified as income taxes in the consolidated statements of income and comprehensive income. |
Advertising Costs, Policy [Policy Text Block] | Advertising The Company expenses its costs of advertising in the period in which they are incurred. Advertising costs for the years ended December 31, 2016 and 2015 were $ 1,441,000 1,132,000 |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Common Share Basic earnings per common share exclude any dilution. It is based upon the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share reflect the effect of shares of common stock issuable upon the exercise of stock options, unless the effect on earnings is anti-dilutive. Diluted 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 the Company’s Class A Common Stock. The average market value for the period is used as the assumed purchase price. Years Ended December 31, 2016 2015 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations $ (5,683,000) $ 1,856,000 Net income from discontinued operations 12,584,000 1,688,000 Net income $ 6,901,000 $ 3,544,000 Denominator: Denominator for basic (loss) income per shareweighted average common shares outstanding 3,598,000 3,607,000 Effect of dilutive securities: Stock options 164,000 Denominator for diluted (loss) income per shareadjusted weighted average common shares and assumed conversions 3,598,000 3,771,000 At December 31, 2016 and 2015 and during the years then ended, there were outstanding stock options whose exercise prices were higher than the average market values for the respective periods. These options are anti-dilutive and were excluded from the computation of diluted earnings per share during the year ended December 31, 2015. For the year ended December 31, 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. The average anti-dilutive options outstanding for the years ended December 31, 2016 and 2015 were 76,000 134,000 |
Compensation Related Costs, Policy [Policy Text Block] | Share-Based Compensation In accordance with GAAP, the Company measures and recognizes compensation expense for all share-based payment awards based on estimated fair values. Share-based compensation expense is included in selling, general and administrative expense on the accompanying consolidated statements of income and comprehensive income. With respect to stock options, GAAP requires companies to estimate the fair value of share-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of income and comprehensive income. The Company records compensation expense ratably over the vesting periods. The Company estimates forfeitures at the time of grant and revises this estimate, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes option-pricing model as its method of valuation for share-based awards granted. As such, the Company’s determination of fair value of share-based payment awards is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to the Company’s expected stock price volatility over the term of the awards, relevant interest rates, and the expected term of the awards. With respect to any issuance of its common stock, the Company determines fair value per share as the closing price of its common stock on the date of the grant of said shares. |
Foreign Currency Translation [Policy Text Block] | The assets and liabilities of international operations are translated at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the monthly average exchange rates. Adjustments arising from the translation of the foreign currency financial statements of the Company's international operations are reported as a component of "Accumulated other comprehensive loss" in the Company's consolidated balance sheets. For foreign currency remeasurement from each local currency into the appropriate functional currency, monetary assets and liabilities are remeasured to functional currencies using current exchange rates in effect at the balance sheet date. Gains or losses from these remeasurements were not significant and have been included in the Company’s consolidated statements of income and comprehensive income. Non-monetary assets and liabilities are recorded at historical exchange rates, and the related remeasurement gains or losses are reported as a component of "Accumulated other comprehensive loss" in the Company's consolidated balance sheets. |
Going Concern Assessment [Policy Text Block] | Going concern assessment With the implementation of FASB's new standard on going concern, beginning with year ended December 31, 2016 and all annual and interim periods thereafter, we will assess going concern uncertainty in our financial statements to determine if we have sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued or available to be issued, which is referred to as the “look-forward period”, as defined in the current accounting guidance. As part of this assessment, based on conditions that are known and reasonably knowable to us, we will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved and we have the proper authority to execute them within the look-forward period. Our assessment determined the Company is a going concern. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements Not Yet Adopted In March 2016, the FASB issued Accounting Standard Update (“ASU”) ASU 2016-09, Improvements to Employee Share-Based Payment Accounting In February 2016, the FASB issued ASU 2016-02, Leases 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 Licensin ⋅ ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The underlying principle is to use a five-step analysis of transactions to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The standard permits the use of either a retrospective or modified retrospective application. The Company intends to use the modified retrospective approach. The Company is currently in the process of completing its assessment of any significant contract and assessing the impact the adoption of the new revenue standard will have on its consolidated financial statements and related disclosures. T In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, “Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplified the testing of goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measured a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for public companies for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We are currently evaluating the effects that the adoption of ASU 2017-04 will have on our consolidated financial statements. There are currently no other accounting standards that have been issued but not yet adopted 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 In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements Going Concern The Company does not believe that any recently issued accounting standards, in addition to those referenced above, would have a material effect on its consolidated financial statements. |
SUMMARY OF ACCOUNTING POLICIE21
SUMMARY OF ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the computation of basic and diluted (loss) earnings per common share: Years Ended December 31, 2016 2015 Numerator for basic and diluted (loss) earnings per common share: Net (loss) income from continuing operations $ (5,683,000) $ 1,856,000 Net income from discontinued operations 12,584,000 1,688,000 Net income $ 6,901,000 $ 3,544,000 Denominator: Denominator for basic (loss) income per shareweighted average common shares outstanding 3,598,000 3,607,000 Effect of dilutive securities: Stock options 164,000 Denominator for diluted (loss) income per shareadjusted weighted average common shares and assumed conversions 3,598,000 3,771,000 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 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 Income and Comprehensive Income, is comprised of the following: January 1, 2016 Year through the ended Closing Date December 31, 2015 Revenue $ 1,830,000 $ 21,390,000 Cost of goods sold 1,177,000 13,144,000 Gross profit 653,000 8,246,000 Selling and general and administrative expenses 483,000 4,957,000 Interest expense-net 60,000 600,000 Income before income taxes 110,000 2,689,000 Income taxes 38,000 1,001,000 Net income $ 72,000 $ 1,688,000 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 |
ACCOUNTS RECEIVABLE AND ALLOW23
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivablenet consists of: December 31, December 31, 2016 2015 Accounts receivable $ 7,991,000 $ 8,559,000 Allowance for doubtful accounts (85,000) (82,000) $ 7,906,000 $ 8,477,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of: December 31, December 31, 2016 2015 Raw materials $ 1,918,000 $ 2,070,000 Work in process 658,000 1,366,000 Finished goods 17,325,000 16,347,000 $ 19,901,000 $ 19,783,000 |
GOODWILL AND OTHER INTANGIBLE25
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Florida Pneumatic Hy-Tech Total Balance, January 1, 2016 $ 3,931,000 $ 6,223,000 $ 10,154,000 Impairment of goodwill (6,223,000) (6,223,000) Currency translation adjustment (34,000) (34,000) Balance, December 31, 2016 $ 3,897,000 $ $ 3,897,000 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | The changes in the carrying amount of other intangible assets occurring during 2016 are as follows: Accumulated Net Book Cost Amortization Value Balance, January 1, 2016 $ 15,277,000 $ 4,179,000 $ 11,098,000 Impairment of other intangible assets (6,541,000) (3,183,000) (3,358,000) Amortization 1,016,000 (1,016,000) Currency translation adjustment (139,000) (21,000) (118,000) Balance, December 31, 2016 $ 8,597,000 $ 1,991,000 $ 6,606,000 December 31, 2016 December 31, 2015 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Other intangible assets: Customer relationships (1) $ 5,143,000 $ 1,022,000 $ 4,121,000 $ 11,285,000 $ 3,486,000 $ 7,799,000 Trademarks and trade names (1) 1,507,000 1,507,000 1,576,000 1,576,000 Trademarks and trade names (2) 200,000 5,000 195,000 439,000 439,000 Engineering drawings 330,000 148,000 182,000 410,000 159,000 251,000 Non-compete agreements (1) 212,000 150,000 62,000 362,000 134,000 228,000 Patents 1,205,000 666,000 539,000 1,205,000 400,000 805,000 Totals $ 8,597,000 $ 1,991,000 $ 6,606,000 $ 15,277,000 $ 4,179,000 $ 11,098,000 The weighted average amortization period for intangible assets was as follows: December 31, 2016 December 31, 2015 Customer relationships 9.3 10.0 Trademarks and trade names (2) 14.5 Engineering drawings 8.8 8.5 Non-compete agreements 1.2 2.7 Patents 6.1 5.8 (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. |
Schedule of Impaired Intangible Assets [Table Text Block] | Included in the table above is the following impairment charge recorded during 2016: Customer relationships $ 3,001,000 Trademarks and trade names (2) 237,000 Engineering drawings 37,000 Non-compete agreements 83,000 $ 3,358,000 |
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: Year ended December 31, 2016 2015 $ 1,016,000 $ 1,237,000 Amortization expense for each of the next five years and thereafter is estimated to be as follows: 2017 $ 708,000 2018 570,000 2019 551,000 2020 512,000 2021 508,000 Thereafter 2,250,000 $ 5,099,000 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule Of Applicable Margin For Borrowings [Table Text Block] | LIBOR Base Rate % % Range of Applicable Margins added to Revolver borrowings during: 2016 1.50 points to 2.0 points 0.50 points to 1.00 points 2015 2.00 points to 2.50 points 1.00 points to 1.50 points |
Schedule of Debt [Table Text Block] | December December LONG-TERM DEBT: 31, 2016 31, 2015 Term Loan A - $23,000 payable monthly January 2013 through February 2016, balance due December 19, 2019. $ 100,000 $ 6,160,000 Capex Term Loan - $6,000 payable monthly May 2012 through February 2016. 101,000 Capex Term Loan - $9,000 payable monthly October 2012 through February 2016. 182,000 Other 13,000 48,000 Deferred financing fees (12,000) (64,000) 101,000 6,427,000 Less current maturities 13,000 491,000 $ 88,000 $ 5,936,000 |
STOCK OPTIONS - STOCK COMPENS27
STOCK OPTIONS - STOCK COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following table contains information on the status of the Company’s stock options: Weighted Number Average Aggregate of Exercise Price Intrinsic Shares per share Value Outstanding, January 1, 2015 505,000 $ 6.51 Granted Exercised (23,500) 3.11 Expired (24,500) 16.50 Outstanding, December 31, 2015 457,000 Granted 19,174 5.89 Exercised (6,000) 3.81 Forfeited and repurchased (29,634) 5.86 Expired (16,723) 10.72 Outstanding and vested, December 31, 2016 423,817 $ 5.68 $ 1,271,704 |
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 shares, all of which are expected to vest: December 31, 2016 2015 Weighted Weighted Average Average Option Grant-Date Option Grant-Date Shares Fair Value Shares Fair Value Non-vested shares, beginning of year 23,840 $ 6.72 61,006 $ 6.14 Granted 829 6.45 Vested (19,167) 6.71 (37,166) 5.76 Forfeited (5,502) 6.72 Non-vested shares, end of year $ 23,840 $ 6.72 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes information about stock options outstanding and exercisable at December 31, 2016: Options Outstanding and exercisable Weighted Average Weighted Number Remaining Average outstanding and Contractual Exercise exercisable Life (Years) Price 71,069 0.5 $ 10.72 177,687 1.5 $ 3.98 25,605 4.0 $ 2.92 49,644 4.4 $ 4.37 2,090 5.4 $ 4.29 41,809 5.5 $ 4.74 55,913 6.3 $ 7.86 423,817 2.9 $ 5.68 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Income tax (benefit) expense from continuing operations in the consolidated statements of income and comprehensive income consists of: Years Ended December 31, 2016 2015 Current: Federal $ 766,000 $ 559,000 State and local 208,000 137,000 Foreign 41,000 14,000 Total current 1,015,000 710,000 Deferred: Federal (3,638,000) 161,000 State and local (308,000) (33,000) Foreign (24,000) (13,000) Total deferred (3,970,000) 115,000 Totals $ (2,955,000) $ 825,000 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets (liabilities) consist of: December 31, 2016 2015 Deferred tax assets: Bad debt reserves $ 28,000 $ 54,000 Inventory reserves 1,185,000 1,058,000 Warranty and other reserves 255,000 179,000 Stock-based compensation 485,000 531,000 Goodwill 1,962,000 Other 11,000 34,000 3,926,000 1,856,000 Deferred tax (liabilities): Prepaid expenses (177,000) (190,000) Depreciation (720,000) (987,000) Intangibles (1,236,000) (2,676,000) Goodwill (178,000) Net deferred tax assets (liabilities) $ 1,793,000 $ (2,175,000) |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The components of (loss) income from continuing operations before income taxes consisted of the following: Years ended December 31, 2016 2015 United States operations $ (8,790,000) $ 2,531,000 International operations 152,000 150,000 Income before tax $ (8,638,000) $ 2,681,000 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the Federal statutory rate to the total effective tax rate applicable to (loss) income from continuing operations is as follows: Years ended December 31, 2016 2015 Federal income tax computed at statutory rates (34.0) % 34.0 % (Decrease) increase in taxes resulting from: State and local taxes, net of Federal tax benefit (0.8) 2.2 Permanent differences - net 0.3 (2.1) Foreign rate differential (0.4) (1.6) Other 0.7 (1.7) Income tax (benefit) expense (34.2) % 30.8 |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | The Company follows the authoritative guidance issued by the FASB that pertains to the accounting for uncertain tax matters. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows: Balance January 1, 2015 $ 880,000 Lapse of statute of limitations (469,000) Interest accrual 21,000 Balance at January 1, 2016 432,000 Lapse of statute of limitations (143,000) Interest accrual 22,000 Balance December 31, 2016 $ 311,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum payments under non-cancelable operating leases with initial or remaining terms of more than one year as of December 31, 2016 were as follows: 2017 $ 324,000 2018 160,000 2019 116,000 2020 80,000 2021 14,000 $ 694,000 |
SUMMARY OF ACCOUNTING POLICIE30
SUMMARY OF ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Numerator for basic and diluted (loss) earnings per common share: | ||
Net (loss) income from continuing operations | $ (5,683,000) | $ 1,856,000 |
Net income from discontinued operations | 12,584,000 | 1,688,000 |
Net income | $ 6,901,000 | $ 3,544,000 |
Denominator: | ||
Denominator for basic (loss) income per shareweighted average common shares outstanding | 3,598,000 | 3,607,000 |
Effect of dilutive securities: | ||
Stock options | 0 | 164,000 |
Denominator for diluted (loss) income per shareadjusted weighted average common shares and assumed conversions | 3,598,000 | 3,771,000 |
SUMMARY OF ACCOUNTING POLICIE31
SUMMARY OF ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Shipping, Handling and Transportation Costs | $ 2,013,000 | $ 1,950,000 | |
Advertising Expense | $ 1,441,000 | $ 1,132,000 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 76,000 | 134,000 | |
Property, Plant and Equipment, Cost Capitalization | 1,000 | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
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 | 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 | ||
Minimum [Member] | |||
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Maximum [Member] | |||
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 20 years | ||
Building [Member] | Minimum [Member] | |||
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 27 years 6 months | ||
Building [Member] | Maximum [Member] | |||
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 31 years | ||
Machinery and Equipment [Member] | Minimum [Member] | |||
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Accounts Receivable [Member] | |||
Schedule Of Summary Of Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 53.50% | 47.00% |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Feb. 11, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Revenue | $ 1,830,000 | $ 21,390,000 | |
Cost of goods sold | 1,177,000 | 13,144,000 | |
Gross profit | 653,000 | 8,246,000 | |
Selling and general and administrative expenses | 483,000 | 4,957,000 | |
Interest expense-net | 60,000 | 600,000 | |
Income before income taxes | 110,000 | 2,689,000 | |
Income taxes | 38,000 | $ 38,000 | 1,001,000 |
Net income | $ 72,000 | $ 72,000 | $ 1,688,000 |
DISCONTINUED OPERATIONS (Deta33
DISCONTINUED OPERATIONS (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
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 (Deta34
DISCONTINUED OPERATIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Annual Lease Rent | $ 252,000 | $ 252,000 | |||
Lease Expiration Term | 7 years | ||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | 482,000 | $ 482,000 | |||
Proceeds from Sale of Property, Plant, and Equipment | 3,512,000 | $ 48,000 | |||
Nationwide Industries Inc [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | 1,703,000 | 12,512,000 | |||
Countrywide [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Disposition of Property Plant Equipment, Gross Proceeds | $ 3,750,000 | ||||
Proceeds from Sale of Property, Plant, and Equipment | 3,500,000 | ||||
Gain (Loss) on Extinguishment of Debt | 100,000 | ||||
Reclassification Of Escrow Fund To Working Capital [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Escrow Deposit | 250,000 | 250,000 | |||
Reclassification Of Escrow Fund To Gain On Sale Of Nationwide [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Escrow Deposit | 1,705,000 | 1,705,000 | |||
Stock Purchase and Redemption Agreement [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Estimated Working Capital Adjustment | 802,000 | ||||
Release From Escrow Fund | $ 250,000 | ||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 22,200,000 | ||||
Escrow Deposit | $ 1,955,000 | 1,955,000 | |||
Disposal Group, Including Discontinued Operation, Consideration | 75,000 | ||||
Net Working Capital | 75,000 | ||||
Additional Contribution To Escrow Deposits | 400,000 | $ 400,000 | |||
Proceeds from Divestiture of Businesses | $ 18,700,000 | ||||
Purchase Agreement [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Minimum Claims To Be Against Company | $ 150,000 | ||||
Purchase Agreement [Member] | Equity Option [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 6,667 | ||||
Stock Issued During Period, Value, Acquisitions | $ 16,597 | ||||
Purchase Agreement [Member] | Common Stock [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 30,000 | ||||
Stock Issued During Period, Value, Acquisitions | $ 254,940 |
ACCOUNTS RECEIVABLE AND ALLOW35
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 7,991,000 | $ 8,559,000 |
Allowance for doubtful accounts | (85,000) | (82,000) |
Accounts Receivable, Net, Current, Total | $ 7,906,000 | $ 8,477,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw material | $ 1,918,000 | $ 2,070,000 |
Work in process | 658,000 | 1,366,000 |
Finished goods | 17,325,000 | 16,347,000 |
Inventory, Gross | $ 19,901,000 | $ 19,783,000 |
GOODWILL AND OTHER INTANGIBLE37
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | |
Balance, beginning | $ 10,154,000 | ||
Impairment of goodwill | $ (880,000) | (6,223,000) | |
Currency translation adjustment | (34,000) | ||
Balance, ending | 3,897,000 | ||
Florida Pneumatic [Member] | |||
Balance, beginning | 3,931,000 | ||
Impairment of goodwill | 0 | ||
Currency translation adjustment | (34,000) | ||
Balance, ending | 3,897,000 | ||
Hytech [Member] | |||
Balance, beginning | 6,223,000 | ||
Impairment of goodwill | $ (5,343,000) | (6,223,000) | |
Currency translation adjustment | 0 | ||
Balance, ending | $ 0 |
GOODWILL AND OTHER INTANGIBLE38
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Begining Balance, Cost | $ 15,277,000 | |||
Impairment of other intangible assets, Cost | (6,541,000) | |||
Amortization, Cost | ||||
Currency translation adjustment, Cost | (139,000) | |||
Ending Balance, Cost | 8,597,000 | $ 15,277,000 | ||
Begining Balance, Accumulated Amortization | 4,179,000 | |||
Impairment of other intangible assets, Accumulated Amortization | (3,183,000) | |||
Amortization, Accumulated Amortization | 1,016,000 | 1,237,000 | ||
Currency translation adjustment, Accumulated Amortization | (21,000) | |||
Ending Balance, Accumulated Amortization | 1,991,000 | 4,179,000 | ||
Begining Balance, Net Book Value | 11,098,000 | |||
Impairment of other intangible assets, Net Book Value | $ (390,000) | $ (2,968,000) | (3,358,000) | |
Amortization, Net Book Value | (1,016,000) | |||
Currency translation adjustment, Net Book Value | (118,000) | |||
Ending Balance, Net Book Value | $ 6,606,000 | $ 11,098,000 |
GOODWILL AND OTHER INTANGIBLE39
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Other intangible assets: | |||
Cost | $ 8,597,000 | $ 15,277,000 | |
Accumulated amortization | 1,991,000 | 4,179,000 | |
Net book value | 6,606,000 | 11,098,000 | |
Customer relationships [Member] | |||
Other intangible assets: | |||
Cost | [1] | 5,143,000 | 11,285,000 |
Accumulated amortization | [1] | 1,022,000 | 3,486,000 |
Net book value | [1] | $ 4,121,000 | $ 7,799,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years 3 months 18 days | 10 years | |
Trademarks and trade names one [Member] | |||
Other intangible assets: | |||
Cost | [1] | $ 1,507,000 | $ 1,576,000 |
Accumulated amortization | [1] | 0 | 0 |
Net book value | [1] | $ 1,507,000 | $ 1,576,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | [2] | 14 years 6 months | 0 years |
Engineering drawings [Member] | |||
Other intangible assets: | |||
Cost | $ 330,000 | $ 410,000 | |
Accumulated amortization | 148,000 | 159,000 | |
Net book value | $ 182,000 | $ 251,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 9 months 18 days | 8 years 6 months | |
Non-compete agreements [Member] | |||
Other intangible assets: | |||
Cost | [1] | $ 212,000 | $ 362,000 |
Accumulated amortization | [1] | 150,000 | 134,000 |
Net book value | [1] | $ 62,000 | $ 228,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 2 months 12 days | 2 years 8 months 12 days | |
Patents [Member] | |||
Other intangible assets: | |||
Cost | $ 1,205,000 | $ 1,205,000 | |
Accumulated amortization | 666,000 | 400,000 | |
Net book value | $ 539,000 | $ 805,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years 1 month 6 days | 5 years 9 months 18 days | |
Trademarks And Trade Names Two [Member] | |||
Other intangible assets: | |||
Cost | [2] | $ 200,000 | $ 439,000 |
Accumulated amortization | [2] | 5,000 | 0 |
Net book value | [2] | $ 195,000 | $ 439,000 |
[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. |
GOODWILL AND OTHER INTANGIBLE40
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 3) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Nov. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | ||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 390,000 | $ 2,968,000 | $ 3,358,000 | ||
Trademarks and Trade Names [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 229,000 | 237,000 | [1] | ||
Customer Relationships [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | 3,001,000 | ||||
Engineering drawings [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | 37,000 | ||||
Non-compete agreements [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 83,000 | ||||
[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 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 1,016,000 | $ 1,237,000 |
GOODWILL AND OTHER INTANGIBLE42
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 5) | Dec. 31, 2016USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 708,000 |
2,018 | 570,000 |
2,019 | 551,000 |
2,020 | 512,000 |
2,021 | 508,000 |
Thereafter | 2,250,000 |
Total | $ 5,099,000 |
GOODWILL AND OTHER INTANGIBLE43
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 30, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2016 | May 31, 2016 | Nov. 30, 2015 | ||
Goodwill [Line Items] | ||||||||
Cash Flow Projection Annual Impairment Test Discount Rate Percentage | 15.20% | 13.80% | 14.50% | |||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 390,000 | $ 2,968,000 | $ 3,358,000 | |||||
Goodwill, Impairment Loss | $ 880,000 | 6,223,000 | ||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||||||
Trademarks and Trade Names [Member] | ||||||||
Goodwill [Line Items] | ||||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 229,000 | $ 237,000 | [1] | |||||
Hytech [Member] | ||||||||
Goodwill [Line Items] | ||||||||
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% | |||||||
Goodwill, Impairment Loss | $ 5,343,000 | $ 6,223,000 | ||||||
[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. |
DEBT (Details)
DEBT (Details) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Revolver borrowings, LIBOR | 1.50% | 2.00% |
Revolver borrowings, Base Rate | 0.50% | 1.00% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Revolver borrowings, LIBOR | 2.00% | 2.50% |
Revolver borrowings, Base Rate | 1.00% | 1.50% |
DEBT (Details 1)
DEBT (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Deferred financing fees | $ (12,000) | $ (64,000) |
Long-term Debt | 101,000 | 6,427,000 |
Less current maturities | 13,000 | 491,000 |
Long-term Debt and Capital Lease Obligations | 88,000 | 5,936,000 |
Other Segments [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 13,000 | 48,000 |
Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 100,000 | 6,160,000 |
Capex Term Loan One [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | 0 | 101,000 |
Capex Term Loan Two [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt | $ 0 | $ 182,000 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2012 | Aug. 31, 2014 | |
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | $ 9,623,000 | $ 9,623,000 | ||
Debt Instrument, Maturity Date | Dec. 19, 2019 | |||
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | $ 0 | 64,000 | ||
Debt Issuance Costs, Net | $ 12,000 | 64,000 | ||
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. | |||
Universal Air Tool Company Limited [Member] | ||||
Debt Instrument [Line Items] | ||||
Noncash or Part Noncash Acquisition, Fixed Assets Acquired | $ 0 | $ 16,000 | ||
London Interbank Offered Rate (LIBOR) [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | 2.00% | ||
Base Rate Borrowing [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | 1.00% | ||
Capex Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Divestiture of Businesses | $ 18,700,000 | |||
Term Loan A [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | $ 23,000 | |||
Debt Instrument, Frequency of Periodic Payment | monthly | |||
Debt Instrument, Date of First Required Payment | Jan. 1, 2013 | |||
Repayments of Debt | $ 6,000,000 | |||
Term Loan A [Member] | Nationwide Industries Inc [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Periodic Payment, Principal | $ 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% | ||
Capex Term Loan One [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Issuance of Long-term Debt | $ 380,000 | |||
Debt Instrument, Periodic Payment, Principal | $ 6,000 | |||
Debt Instrument, Frequency of Periodic Payment | monthly | |||
Debt Instrument, Date of First Required Payment | May 1, 2012 | |||
Debt Instrument, Maturity Date | Feb. 28, 2016 | |||
Capex Term Loan Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from Issuance of Long-term Debt | $ 519,000 | |||
Debt Instrument, Periodic Payment, Principal | $ 9,000 | |||
Debt Instrument, Frequency of Periodic Payment | monthly | |||
Debt Instrument, Date of First Required Payment | Oct. 1, 2012 | |||
Debt Instrument, Maturity Date | Feb. 28, 2016 | |||
Revolving Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 20,000,000 | |||
Revolving Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 22,000,000 | |||
Credit Facility [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 29,423,000 | |||
Credit Facility [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 33,657,000 |
STOCK OPTIONS - STOCK COMPENS47
STOCK OPTIONS - STOCK COMPENSATION (Details) - Employee Stock Option [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 457,000 | 505,000 |
Number of Shares, Granted | 19,174 | 0 |
Number of Shares, Exercised | (6,000) | (23,500) |
Number of Shares, Forfeited and repurchased | (29,634) | |
Number of Shares, Expired | (16,723) | (24,500) |
Number of Shares, Outstanding | 423,817 | 457,000 |
Weighted Average Exercise Price per share, Outstanding (in dollars per share) | $ 0 | $ 6.51 |
Weighted Average Exercise Price per share, Granted (in dollars per share) | 5.89 | 0 |
Weighted Average Exercise Price per share, Exercised (in dollars per share) | 3.81 | 3.11 |
Weighted Average Exercise Price per share, Forfeited and repurchased (in dollars per share) | 5.86 | |
Weighted Average Exercise Price per share, Expired (in dollars per share) | 10.72 | 16.50 |
Weighted Average Exercise Price per share, Outstanding (in dollars per share) | $ 5.68 | $ 0 |
Aggregate Intrinsic Value, Outstanding (in dollars) | $ 1,271,704 |
STOCK OPTIONS - STOCK COMPENS48
STOCK OPTIONS - STOCK COMPENSATION (Details 1) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Option Shares, Nonvested shares, beginning of year | 23,840 | 61,006 |
Option Shares, Granted | 829 | 0 |
Option Shares, Vested | (19,167) | (37,166) |
Option Shares, Forfeited | (5,502) | 0 |
Option Shares, Nonvested shares, end of year | 0 | 23,840 |
Weighted Average Grant-Date Fair Value, Non-vested shares, beginning of year (in dollars per share) | $ 6.72 | $ 6.14 |
Weighted Average Grant-Date Fair Value, Granted (in dollars per share) | 6.45 | |
Weighted Average Grant-Date Fair Value, Vested (in dollars per share) | 6.71 | 5.76 |
Weighted Average Grant-Date Fair Value, Forfeited (in dollars per share) | 6.72 | |
Weighted Average Grant-Date Fair Value, Non-vested shares, end of year (in dollars per share) | $ 0 | $ 6.72 |
STOCK OPTIONS - STOCK COMPENS49
STOCK OPTIONS - STOCK COMPENSATION (Details 2) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 423,817 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 24 days |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 5.68 |
Exercise Price Range One [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 71,069 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 6 months |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 10.72 |
Exercise Price Range Two [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 177,687 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 1 year 6 months |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 3.98 |
Exercise Price Range Three [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 25,605 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 4 years |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 2.92 |
Exercise Price Range Four [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 49,644 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 4 years 4 months 24 days |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 4.37 |
Exercise Price Range Five [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 2,090 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 24 days |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 4.29 |
Exercise Price Range Six [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 41,809 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 5 years 6 months |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 4.74 |
Exercise Price Range Seven [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding and exercisable,Number outstanding and exercisable | shares | 55,913 |
Options Outstanding and exercisable, Weighted Average Remaining Contractual Life (Years) | 6 years 3 months 18 days |
Options Outstanding and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 7.86 |
STOCK OPTIONS - STOCK COMPENS50
STOCK OPTIONS - STOCK COMPENSATION (Details Textual) - USD ($) | Apr. 02, 2015 | Mar. 31, 2016 | May 20, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | May 31, 2016 |
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 | 175,450 | 183,267 | ||||
Restricted stock-based compensation (in dollars) | $ 50,000 | $ 43,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,100,000 | |||||
Stock Option Plan Terms And Conditions | the term of each option, which may not exceed ten years (or five years in the case of an incentive stock option granted to a 10% stockholder), the exercise price, the vesting schedule (if any), and the other material terms of each option. No stock option may have an exercise price less than the fair market value of the Common Stock at the time of grant (or, in the case of an incentive stock option granted to a 10% stockholder, 110% of fair market value). | |||||
Appreciation Award Description | 1.5 shares for every share granted. | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Nonvested Percentage | 100.00% | |||||
Restricted Stock or Unit Expense | $ 50,000 | 43,000 | ||||
Share Based Compensation Stock Option Plan Authorized | 100,000 | |||||
Share-based Compensation | $ 13,000 | $ 86,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 100.00% | |||||
Purchase Agreement [Member] | Equity Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 6,667 | |||||
Stock Issued During Period, Value, Acquisitions | $ 16,597 | |||||
Nation wide 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 | |||||
Non Employee Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 35,000 | |||||
Common Class A [Member] | Purchase Agreement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Shares, Acquisitions | 30,000 | |||||
Stock Issued During Period, Value, Acquisitions | $ 254,940 | |||||
Common Class A [Member] | Employees and Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 325,000 | |||||
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 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 165,000 | |||||
Restricted Stock [Member] | First Anniversary [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 833 | |||||
Restricted Stock [Member] | Second Anniversary [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 833 | |||||
Restricted Stock [Member] | Third Anniversary [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 834 | |||||
Restricted Stock [Member] | Chief Financial Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 2,500 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.86 | |||||
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 | 310,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease) | 19,174 | |||||
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 | 8.72 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 113,817 | |||||
Restricted stock-based compensation (in dollars) | $ 44,000 | |||||
Restricted Stock or Unit Expense | $ 44,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 27,500 | |||||
Incentive Stock Option Plan 2012 [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock Issued During Period, Value, Share-based Compensation, Forfeited | $ 18,857 | |||||
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 | 5,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,000 | |||||
Incentive Stock Option Plan 2012 [Member] | Restricted Stock [Member] | May 2016 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock-based compensation (in dollars) | $ 43,000 | |||||
Restricted Stock or Unit Expense | $ 43,000 | |||||
Incentive Stock Option Plan 2012 [Member] | Restricted Stock [Member] | May 2015 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock-based compensation (in dollars) | 17,000 | |||||
Restricted Stock or Unit Expense | $ 17,000 | |||||
Incentive Stock Option Plan 2012 [Member] | Restricted Stock [Member] | Non Employee Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 8.63 | |||||
Stock Compensation Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 65,000 | |||||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 1,000,000 |
DIVIDENDS PAYABLE - OPTIONS A51
DIVIDENDS PAYABLE - OPTIONS ADJUSTMENTS (EQUITY RESTRUCTURING EVENT) (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2016 | Apr. 14, 2016 | Mar. 08, 2016 | |
Initial Quarterly Cash Dividend Per Share | $ 0.05 | |||
Intends Policy Dividend Payable | $ 0.20 | |||
Dividends Payable, Amount Per Share | $ 0.50 | |||
Dividends Payable, Current | $ 180,000 | |||
Incentive Stock Option Plan 2002 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Period Increase (Decrease) | 19,174 | |||
Incentive Stock Option Plan 2002 [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 0.13 | |||
Incentive Stock Option Plan 2002 [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Other Share Increase (Decrease) in Period, Weighted Average Exercise Price | $ 0.48 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ 766,000 | $ 559,000 |
State and local | 208,000 | 137,000 |
Foreign | 41,000 | 14,000 |
Total current | 1,015,000 | 710,000 |
Deferred: | ||
Federal | (3,638,000) | 161,000 |
State and local | (308,000) | (33,000) |
Foreign | (24,000) | (13,000) |
Total deferred | (3,946,000) | 339,000 |
Totals | $ (2,955,000) | $ 825,000 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Bad debt reserves | $ 28,000 | $ 54,000 |
Inventory reserves | 1,185,000 | 1,058,000 |
Warranty and other reserves | 255,000 | 179,000 |
Stock-based compensation | 485,000 | 531,000 |
Goodwill | 1,962,000 | 0 |
Other | 11,000 | 34,000 |
Deferred Tax Assets, Net | 3,926,000 | 1,856,000 |
Deferred tax (liabilities): | ||
Prepaid expenses | (177,000) | (190,000) |
Depreciation | (720,000) | (987,000) |
Intangibles | (1,236,000) | (2,676,000) |
Goodwill | 0 | (178,000) |
Net deferred tax assets | $ 1,793,000 | |
Net deferred tax (liabilities) | $ (2,175,000) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
United State operations | $ (8,790,000) | $ 2,531,000 |
International operations | 152,000 | 150,000 |
Income before tax | $ (8,638,000) | $ 2,681,000 |
INCOME TAXES (Details 3)
INCOME TAXES (Details 3) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Federal income tax computed at statutory rates | (34.00%) | 34.00% |
(Decrease) increase in taxes resulting from: | ||
State and local taxes, net of Federal tax benefit | (0.80%) | 2.20% |
Permanent differences - net | 0.30% | (2.10%) |
Foreign rate differential | (0.40%) | (1.60%) |
Other | 0.70% | (1.70%) |
Income tax (benefit) expense | (34.20%) | 30.80% |
INCOME TAXES (Details 4)
INCOME TAXES (Details 4) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Balance | $ 432,000 | $ 880,000 |
Lapse of statute of limitations | (143,000) | (469,000) |
Interest accrual | 22,000 | 21,000 |
Balance | $ 311,000 | $ 432,000 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax Disclosure [Line Items] | |
Operating Loss Carryforwards | $ 791,000 |
Operating Loss Carry Forwards Expiration Date, Description | 2,036 |
Liability for Uncertain Tax Positions, Current | $ 311,000 |
Undistributed Earnings of Foreign Subsidiaries | $ 302,000 |
COMMITMENTS AND CONTINGENCIES58
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2016USD ($) |
Schedule Of Commitments And Contingencies [Line Items] | |
2,017 | $ 324,000 |
2,018 | 160,000 |
2,019 | 116,000 |
2,020 | 80,000 |
2,021 | 14,000 |
Operating Leases, Future Minimum Payments Due | $ 694,000 |
COMMITMENTS AND CONTINGENCIES59
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Commitments And Contingencies [Line Items] | ||
Defined Contribution Plan, Cost Recognized | $ 298,000 | $ 397,000 |
Purchase Obligation | 9,836,000 | 10,224,000 |
Operating Leases, Rent Expense | $ 371,000 | $ 418,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||
Related Party Transaction, Purchases from Related Party | $ 469,000 | $ 690,000 |
Accounts Payable, Related Parties, Current | 0 | 63,000 |
Revenue from Related Parties | 9,000 | $ 7,000 |
Operating Leases, Rent Expense, Minimum Rentals | $ 76,000 | |
Lessee Leasing Arrangements Operating Leases Expiration Year | 2,021 |