Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 07, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | P&F INDUSTRIES INC | |
Entity Central Index Key | 75,340 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | PFIN | |
Entity Common Stock, Shares Outstanding | 3,603,872 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash | $ 1,205,000 | $ 3,699,000 |
Accounts receivable - net | 10,994,000 | 7,906,000 |
Inventories | 20,090,000 | 19,901,000 |
Prepaid expenses and other current assets | 925,000 | 3,030,000 |
TOTAL CURRENT ASSETS | 33,214,000 | 34,536,000 |
PROPERTY AND EQUIPMENT | ||
Land | 1,281,000 | 1,150,000 |
Buildings and improvements | 6,136,000 | 5,209,000 |
Machinery and equipment | 20,160,000 | 19,401,000 |
Property, Plant and Equipment, Gross | 27,577,000 | 25,760,000 |
Less accumulated depreciation and amortization | 18,770,000 | 18,671,000 |
NET PROPERTY AND EQUIPMENT | 8,807,000 | 7,089,000 |
GOODWILL | 4,445,000 | 3,897,000 |
OTHER INTANGIBLE ASSETS - net | 8,709,000 | 6,606,000 |
DEFERRED INCOME TAXES - net | 1,643,000 | 1,793,000 |
OTHER ASSETS - net | 120,000 | 130,000 |
TOTAL ASSETS | 56,938,000 | 54,051,000 |
CURRENT LIABILITIES | ||
Short-term borrowings | 2,334,000 | 0 |
Accounts payable | 3,247,000 | 2,398,000 |
Accrued compensation and benefits | 1,694,000 | 1,733,000 |
Accrued other liabilities | 1,449,000 | 2,019,000 |
Current maturities of long-term debt | 0 | 13,000 |
TOTAL CURRENT LIABILITIES | 8,724,000 | 6,163,000 |
Long - term debt, less current maturities | 92,000 | 88,000 |
Other liabilities | 901,000 | 210,000 |
TOTAL LIABILITIES | 9,717,000 | 6,461,000 |
SHAREHOLDERS’ EQUITY | ||
Preferred stock - $10 par; authorized - 2,000,000 shares; no shares issued | 0 | 0 |
Additional paid-in capital | 12,996,000 | 12,906,000 |
Retained earnings | 35,481,000 | 36,061,000 |
Treasury stock, at cost - 596,000 shares at September 30, 2017 and 584,000 at December 31, 2016 | (4,910,000) | (4,821,000) |
Accumulated other comprehensive loss | (549,000) | (737,000) |
TOTAL SHAREHOLDERS’ EQUITY | 47,221,000 | 47,590,000 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 56,938,000 | 54,051,000 |
Common Class A [Member] | ||
SHAREHOLDERS’ EQUITY | ||
Common stock | 4,203,000 | 4,181,000 |
TOTAL SHAREHOLDERS’ EQUITY | 4,203,000 | 4,181,000 |
Common Class B [Member] | ||
SHAREHOLDERS’ EQUITY | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS _Pa
CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 596,000 | 584,000 |
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 | 4,203,000 | 4,181,000 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized | 2,000,000 | 2,000,000 |
Common stock, shares issued | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net revenue | $ 15,782,000 | $ 14,633,000 | $ 44,357,000 | $ 44,769,000 |
Cost of sales | 10,198,000 | 10,128,000 | 28,377,000 | 29,743,000 |
Gross profit | 5,584,000 | 4,505,000 | 15,980,000 | 15,026,000 |
Selling, general and administrative expenses | 5,352,000 | 4,915,000 | 15,765,000 | 15,088,000 |
Impairment of goodwill and other intangible assets | 0 | 0 | 0 | 8,311,000 |
Operating income (loss) | 232,000 | (410,000) | 215,000 | (8,373,000) |
Other expense (income), net | 11,000 | (43,000) | (13,000) | (75,000) |
Interest expense | 50,000 | 26,000 | 124,000 | 164,000 |
Income (loss) from continuing operations before income taxes | 171,000 | (393,000) | 104,000 | (8,462,000) |
Income tax expense (benefit) | 166,000 | (107,000) | 142,000 | (2,872,000) |
Income (loss) from continuing operations | 5,000 | (286,000) | (38,000) | (5,590,000) |
Discontinued operations (Note 2) | ||||
Income from discontinued operations, net of tax of $-0- and $38,000 for the three and nine-month periods ended September 30, 2016, respectively. | 0 | 0 | 0 | 72,000 |
Gain on sale of discontinued operations, net of tax benefit of $187,000 and $328,000 for the three and nine-month periods ended September 30, 2016, respectively. | 0 | 187,000 | 0 | 12,358,000 |
Income from discontinued operations, net of tax | 0 | 187,000 | 0 | 12,430,000 |
Net income (loss) | $ 5,000 | $ (99,000) | $ (38,000) | $ 6,840,000 |
Basic (loss) earnings per share | ||||
Continuing operations | $ 0 | $ (0.08) | $ (0.01) | $ (1.55) |
Discontinued operations | 0 | 0.05 | 0 | 3.45 |
Net (loss) income | 0 | (0.03) | (0.01) | 1.9 |
Diluted (loss) earnings per share | ||||
Continuing operations | 0 | (0.08) | (0.01) | (1.55) |
Discontinued operations | 0 | 0.05 | 0 | 3.45 |
Net (loss) income | $ 0 | $ (0.03) | $ (0.01) | $ 1.9 |
Weighted average common shares outstanding: | ||||
Basic | 3,617,000 | 3,598,000 | 3,609,000 | 3,598,000 |
Diluted | 3,777,000 | 3,598,000 | 3,609,000 | 3,598,000 |
Net income (loss) | $ 5,000 | $ (99,000) | $ (38,000) | $ 6,840,000 |
Other comprehensive income (loss) - foreign currency translation adjustment | 71,000 | (63,000) | 188,000 | (299,000) |
Total comprehensive income (loss) | $ 76,000 | $ (162,000) | $ 150,000 | $ 6,541,000 |
CONSOLIDATED STATEMENTS OF OPE5
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) [Parenthetical] - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Discontinued Operation, Tax Effect of Income (Loss) from Discontinued Operation During Phase-out Period | $ 0 | $ 38,000 |
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 187,000 | $ 328,000 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY - 9 months ended Sep. 30, 2017 - 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, 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) | ||||
Net loss | (38,000) | $ 0 | 0 | (38,000) | $ 0 | 0 |
Restricted common stock compensation | 30,000 | $ 5,000 | 25,000 | 0 | $ 0 | 0 |
Restricted common stock compensation (in shares) | 5,000 | 0 | ||||
Stock - based compensation | 20,000 | $ 0 | 20,000 | 0 | $ 0 | 0 |
Exercise of stock options | 62,000 | $ 17,000 | 45,000 | 0 | $ 0 | 0 |
Exercise of stock options (in shares) | 17,000 | 0 | ||||
Dividends | (542,000) | $ 0 | 0 | (542,000) | $ 0 | 0 |
Purchase of Treasury stock | (89,000) | $ 0 | 0 | 0 | $ (89,000) | 0 |
Purchase of Treasury stock (in shares) | 0 | (12,000) | ||||
Foreign currency translation adjustment | 188,000 | $ 0 | 0 | 0 | $ 0 | 188,000 |
Balance at Sep. 30, 2017 | $ 47,221,000 | $ 4,203,000 | $ 12,996,000 | $ 35,481,000 | $ (4,910,000) | $ (549,000) |
Balance (in shares) at Sep. 30, 2017 | 4,203,000 | (596,000) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss from continuing operations | $ (38,000) | $ (5,590,000) |
Net income from discontinued operations | 0 | 12,430,000 |
Non-cash charges: | ||
Depreciation and amortization | 975,000 | 1,227,000 |
Amortization of other intangible assets | 620,000 | 803,000 |
Amortization of debt issue costs | 42,000 | 118,000 |
Recovery for losses on accounts receivable - net | (12,000) | 0 |
Stock-based compensation | 20,000 | 13,000 |
Restricted stock-based compensation | 30,000 | 39,000 |
(Gain) loss on sale of fixed assets | (8,000) | 3,000 |
Deferred income taxes | 142,000 | (3,163,000) |
Fair value change in contingent consideration | 14,000 | 0 |
Impairment of goodwill and other intangible assets | 0 | 8,311,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,252,000) | (2,166,000) |
Inventories | 1,468,000 | (681,000) |
Prepaid expenses and other current assets | 2,154,000 | (1,947,000) |
Other assets | 45,000 | 60,000 |
Accounts payable | 842,000 | 1,304,000 |
Accrued compensation and benefits | (129,000) | (209,000) |
Accrued other liabilities | (623,000) | 287,000 |
Other liabilities | (14,000) | (14,000) |
Total adjustments | 3,314,000 | 3,985,000 |
Net cash provided by (used in) operating activities - continuing operations | 3,276,000 | (1,605,000) |
Net cash used in operating activities - discontinued operations | 0 | (653,000) |
Net cash provided by (used in) operating activities | 3,276,000 | (2,258,000) |
Cash Flows from Investing Activities: | ||
Capital expenditures | (444,000) | (894,000) |
Purchase of net assets of Jiffy Air Tool, Inc. | (6,845,000) | 0 |
Purchase of patents | (200,000) | 0 |
Proceeds from disposal of assets | 8,000 | 30,000 |
Net cash used in investing activities - continuing operations | (7,481,000) | (864,000) |
Net cash provided by investing activities - discontinued operations | 0 | 20,149,000 |
Net cash (used in) provided by investing activities | (7,481,000) | 19,285,000 |
Cash Flows from Financing Activities: | ||
Dividend payments | (542,000) | (2,156,000) |
Proceeds from exercise of stock options | 62,000 | 23,000 |
Purchase of Class A Common Stock | (89,000) | (255,000) |
Net proceeds from short-term borrowings | 2,334,000 | 10,536,000 |
Repayments of term loans | 0 | (6,343,000) |
Repayments of notes payable | (14,000) | (27,000) |
Payments of debt issue costs | (74,000) | (30,000) |
Net cash provided by financing activities - continuing operations | 1,677,000 | 1,748,000 |
Net cash used in financing activities - discontinued operations | 0 | (18,716,000) |
Net cash provided by (used in) financing activities | 1,677,000 | (16,968,000) |
Effect of exchange rate changes on cash | 34,000 | (45,000) |
Net (decrease) increase in cash | (2,494,000) | 14,000 |
Cash at beginning of period | 3,699,000 | 927,000 |
Cash at end of period | 1,205,000 | 941,000 |
Supplemental disclosures of cash flow information: | ||
Cash paid for: Interest | 74,000 | 123,000 |
Cash paid for: Income taxes | 342,000 | 88,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Contingent consideration on acquisition | $ 692,000 | $ 0 |
BUSINESS AND SUMMARY OF ACCOUNT
BUSINESS AND SUMMARY OF ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 BUSINESS AND SUMMARY OF ACCOUNTING POLICIES Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. All such adjustments, except for those adjustments relating to discontinued operations, are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2016 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). The interim financial statements contained herein should be read in conjunction with the 2016 Form 10-K. The consolidated financial statements have been reported in U.S. dollars by translating asset and liability amounts of a foreign wholly-owned subsidiary at the closing exchange rate, equity amounts at historical rates and the results of operations and cash flow at the average of the prevailing exchange rates during the periods reported. As a result, the Company is exposed to foreign currency translation gains or losses. These gains or losses are presented in the Company’s consolidated financial statements as “Other comprehensive income (loss) - foreign currency translation adjustment”. Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of P&F Industries, Inc. and its subsidiaries, (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated. Reclassification Certain amounts in the consolidated financial statements of the Company have been reclassified to conform to classifications used in the current year. The reclassifications had no effect on previously reported results of operations or retained earnings. Customer Concentration The Company has one retail customer that during the three and nine-month periods ended September 30, 2017 accounted for 23.6% and 27.6%, respectively, of the Company’s revenue. Whereas for the same three and nine-month periods in 2016, the Company had two retail customers that accounted for 45.3% and 43.4%, respectively, of the Company’s revenue. Additionally, the Company has two retail customers that, in the aggregate, at September 30, 2017 and December 31, 2016, accounted for 39.6% and 53.5%, respectively, of the Company’s accounts receivable. Out - of - period Adjustment During the preparation of the Company’s tax provision for the three and nine-month periods ended September 30, 2017, it determined that the effect of forfeitures, expiration and exercise of certain of its common stock options should have been reflected in its second quarter and six-month period ended June 30, 2017’s income tax provision. The Company has concluded that this error was immaterial based upon a qualitative and quantitative analysis. As such, the Company reflected such effect in its three and nine-month period ended September 30, 2017. The Company P&F is a Delaware corporation incorporated on April 19, 1963. Prior to February 11, 2016 (the “Nationwide Closing Date”), 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 currently 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 operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). Exhaust Technologies Inc. (“ETI”) and Universal Air Tool Company Limited (“UAT”) are wholly-owned subsidiaries of Florida Pneumatic. Effective April 5, 2017, Florida Pneumatic, through a wholly-owned subsidiary, purchased substantially all of the operating assets, less certain payables of Jiffy Air Tool, Inc. See Note 3 for further discussion. The business of Air Tool Service Company (“ATSCO”) operates through a wholly-owned subsidiary of Hy-Tech. Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive markets. 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. Lastly as the result of the Jiffy acquisition, Florida Pneumatic now manufactures pneumatic tools marketed primarily to the aerospace sector. Hy-Tech designs, manufactures and sells a wide range of industrial products under the brands ATP, ATSCO, Ozat, Numatx, Thaxton and Quality Gear. These products, including heavy duty air tools, industrial grinders, impact sockets, hydro-pneumatic riveters, hydrostatic test plugs, air motors and custom gears, are all sold direct to major end users as well as through a broad network of Industrial and Fluid Power Distributors. Industries served include power generation, petrochemical, construction, railroad, mining, ship building and fabricated metals. Hy-Tech also manufactures components, assemblies and finished product for various Original Equipment Manufacturers under their own brand names. Hardware Prior to the Nationwide 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. 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. Effective as of the Nationwide Closing Date, Countrywide sold Nationwide to an unrelated third party for approximately $22,200,000. See Note 2 to consolidated financial statements for further discussion. Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets, and other long-lived assets, contingent consideration, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2016 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. New Accounting Pronouncements Recently Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases New Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers · ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date · ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations · ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing · ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The 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 is in the final assessment phase of what impact, if any, the new revenue standard and related updates will have on its consolidated financial statements and related disclosures, and based on its preliminary assessment, other than additional disclosures in its Notes to its consolidated financial statements, there will be no material impact to its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), Other than the aforementioned, the Company does not believe that any other recently issued, but not yet effective accounting standard, if adopted, will have a material effect on its consolidated financial statements . |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | NOTE 2 DISCONTINUED 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 in February 2016. On the Nationwide 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 2,105,000 At the closing of the Acquisition, after paying closing costs, the net cash received from the Buyer was approximately $ 18,700,000 As Nationwide was a substantial and unique business unit of the Company, its sale was a strategic shift. Accordingly, in accordance with ASC Topic 360, the Company, in 2016, classified Nationwide as a discontinued operation. January 1, 2016 through February 11, 2016 Revenue $ 1,830,000 Cost of goods sold 1,177,000 Gross margin 653,000 Selling and general and administrative expenses 483,000 Interest expense - net 60,000 Income before income taxes 110,000 Income taxes 38,000 Net income $ 72,000 The Company recognized a gain of $ 12,185,000 14,000 141,000 |
ACQUISITION
ACQUISITION | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3 ACQUISITION On April 5, 2017 (the “Jiffy Closing Date”), Bonanza Holdings Corp. (now known as Jiffy Air Tool, Inc.), a Delaware corporation and newly formed wholly-owned subsidiary (“Jiffy”) of Florida Pneumatic, Jiffy Air Tool, Inc. a Nevada corporation (“Jiffy Seller”), The Jack E. Pettit1996 Trust, the sole shareholder of Jiffy Seller and Jack E. Pettit, entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which, among other things, Jiffy acquired (the “Jiffy Acquisition”) substantially all of the operating assets of Jiffy Seller for $ 5,950,000 5,950,000 155,000 Additionally, the Jiffy Seller may be entitled to up to $ 1,000,000 In connection with the Asset Purchase Agreement, a separate Purchase and Sale Agreement and Joint Escrow Instructions (the “Purchase and Sale Agreement” and together with the Asset Purchase Agreement, the “Agreements”) was entered into between Jiffy Seller and Bonanza Properties Corp. (“Bonanza Properties”), a Delaware corporation and newly formed wholly-owned subsidiary of Florida Pneumatic, pursuant to which Bonanza Properties purchased certain real property of the Jiffy Seller. Pursuant to the Purchase and Sale Agreement, the purchase price for the real property was $ 1,050,000 The initial total consideration ($ 5,950,000 1,050,000 Total Cash paid at closing $ 7,000,000 Less working capital adjustment (155,000) Fair value of contingent consideration 692,000 Total estimated purchase price $ 7,537,000 Accounts receivable $ 789,000 Inventories 1,571,000 Other current assets 45,000 Land 131,000 Building 919,000 Machinery and equipment 1,196,000 Identifiable intangible assets: Customer relationships 1,670,000 Trademarks and trade names 790,000 Non-compete agreements 17,000 Liabilities assumed (125,000) Goodwill 534,000 Total estimated purchase price $ 7,537,000 The excess of the total purchase price over the fair value of the net assets acquired, including the value of the identifiable intangible assets, has been allocated to goodwill. Goodwill will be amortized over 15 Customer relationships 15 Trademarks and trade names Indefinite Non-compete agreements 4 The following unaudited pro-forma combined financial information gives effect to the Jiffy Acquisition as if the Jiffy Acquisition was consummated January 1, 2016. This unaudited pro-forma financial information is presented for information purposes only, and is not intended to present actual results that would have been attained had the Jiffy Acquisition been completed as of January 1, 2016 (the beginning of the earliest period presented) or to project potential operating results as of any future date or for any future periods. Three months ended Nine months ended September 30, September 30, 2016 2017 2016 Revenue $ 16,400,000 $ 45,835,000 $ 50,092,000 Net (loss) income from continuing operations $ (23,000) $ 68,000 $ (5,002,000) (Loss) earnings per share basic $ (0.01) $ 0.02 $ (1.39) (Loss) earnings per share diluted $ (0.01) $ 0.02 $ (1.39) |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 4 EARNINGS (LOSS) PER SHARE Basic earnings (loss) per common share is based only on the average number of shares of Common Stock outstanding for the periods. Diluted earnings (loss) per common share reflects the effect of shares of Common Stock issuable upon the exercise of options, unless the effect on earnings is antidilutive. Diluted earnings (loss) per common share is computed using the treasury stock method. Under this method, the aggregate number of shares of Common Stock outstanding reflects the assumed use of proceeds from the hypothetical exercise of any outstanding options to purchase shares of Common Stock. The average market value for the period is used as the assumed purchase price. Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Numerator for basic and diluted earnings (loss) per common share: Net income (loss) from continuing operations $ 5,000 $ (286,000) $ (38,000) $ (5,590,000) Net income from discontinued operations 187,000 12,430,000 Net income (loss) $ 5,000 $ (99,000) $ (38,000) $ 6,840,000 Denominator: For basic earnings (loss) per share - weighted average common shares outstanding 3,617,000 3,598,000 3,609,000 3,598,000 Dilutive securities (1) 160,000 For diluted earnings (loss) per share - weighted average common shares outstanding 3,777,000 3,598,000 3,609,000 3,598,000 (1) Dilutive securities consist of “in the money” stock options. At September 30, 2017 and 2016, there were outstanding stock options whose exercise prices were higher than the average market values of the underlying Common Stock for the period. For all periods presented, other than the three months ended September 30, 2017, these options are considered anti-dilutive and are excluded from the computation of diluted earnings (loss) per share. Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Weighted average antidilutive stock options outstanding 138,000 73,000 86,000 78,000 |
EQUITY - COMMON STOCK REPURCHAS
EQUITY - COMMON STOCK REPURCHASE PLAN | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 5 EQUITY COMMON STOCK REPURCHASE PLAN On August 9, 2017, the Company’s Board of Directors authorized the Company to repurchase up to 100,000 On August 24, 2017, the Company announced that, pursuant to the Repurchase Program, it had adopted a written trading plan in accordance with the guidelines specified under Rule 10b5-1 under the Securities Exchange Act of 1934. A plan under Rule 10b5-1 allows the Company to repurchase shares at times when it might otherwise be prevented from doing so by securities laws or because of self-imposed trading blackout periods. Repurchases made under the plan are subject to the Securities and Exchange Commission's regulations, as well as certain price, market, volume, and timing constraints specified in the plan. Since repurchases under the plan are subject to certain constraints, there is no guarantee as to the exact number of shares that will be repurchased under the plan. As of September 30, 2017, the Company repurchased 12,365 Stock option compensation The Company accounts for stock-based compensation, including options and non-vested shares, according to the provisions of FASB ASC 718, Share Based Payment On September 5, 2017 (“Grant Date”), the compensation committee of Company’s Board of Directors authorized the issuance of 89,000 55,000 All options granted on the Grant Date vest one-third on each of the first three anniversaries of the Grant Date. 7.09 Stock option compensation expense is attributable to the granting of, and the remaining requisite service periods of, stock options. Compensation expense attributable to stock-options was approximately $ 20,000 0 20,000 13,000 373,000 1.9 Risk-free interest rate 2.07 % Expected term (in years) 10 years Volatility 87.16 % Dividend yield 2.82 % Weighted average fair value of options granted $ 4.41 Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Life Intrinsic Option Shares Price (Years) Value Outstanding and vested, January 1, 2017 423,817 $ 5.68 2.9 $ 1,271,704 Granted 89,000 7.09 Exercised (16,722) 3.65 Forfeited (6,793) 7.86 Expired (71,069) 10.72 Outstanding, September 30, 2017 418,233 $ 5.17 4.1 $ 907,347 Vested, September 30, 2017 329,233 $ 4.65 2.5 $ 891,327 Weighted Average Grant- Option Shares Date Fair Value Non-vested options, January 1, 2017 $ Granted 89,000 4.41 Vested Forfeited Non-vested options, September 30, 2017 89,000 $ 4.41 The number of shares of Common Stock available for issuance under the P&F Industries, Inc. 2012 Stock Incentive Plan (the “2012 Plan”) as of September 30, 2017 was 88,812 192,233 226,000 Restricted Stock The Company, in May 2017, granted 1,000 5,000 6.17 30,000 The Company, in May 2016, granted 1,000 5,000 8.72 44,000 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 6 FAIR VALUE MEASUREMENTS Accounting guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Under this guidance, the Company is required to classify certain assets and liabilities based on the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets that can be assessed at the measurement date. Level 2: Inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. Level 3: Inputs reflect management's best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments valuation. The guidance requires the use of observable market data if such data is available without undue cost and effort. As of September 30, 2017 and December 31, 2016, 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 at December 31, 2016 consisted 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. In August 2017, the Company received the entire $ 2,105,000 The fair value of the contingent consideration payable to the Jiffy Seller, of $ 706,000 Assets and liabilities measured at fair value on a non-recurring basis include goodwill and intangible assets. Such assets are reviewed quarterly for impairment indicators. If a triggering event has occurred, the assets are re-measured when the estimated fair value of the corresponding asset group is less than the carrying value. The fair value measurements, in such instances, are based on significant unobservable inputs (Level 3). |
ACCOUNTS RECEIVABLE AND ALLOWAN
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | NOTE 7 ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS September 30, 2017 December 31, 2016 Accounts receivable $ 11,067,000 $ 7,991,000 Allowance for doubtful accounts (73,000) (85,000) $ 10,994,000 $ 7,906,000 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 8 INVENTORIES September 30, 2017 December 31, 2016 Raw material $ 1,681,000 $ 1,918,000 Work in process 1,642,000 658,000 Finished goods 16,767,000 17,325,000 $ 20,090,000 $ 19,901,000 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 9 GOODWILL AND OTHER INTANGIBLE ASSETS Balance, January 1, 2017 $ 3,897,000 Acquisition of Jiffy Air Tool, Inc. 534,000 Currency translation adjustment 14,000 Balance, September 30, 2017 $ 4,445,000 September 30, 2017 December 31, 2016 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Other intangible assets: Customer relationships (1) $ 6,834,000 $ 1,427,000 $ 5,407,000 $ 5,143,000 $ 1,022,000 $ 4,121,000 Trademarks and trade names (1) 2,326,000 2,326,000 1,507,000 1,507,000 Trademarks and trade names (2) 200,000 15,000 185,000 200,000 5,000 195,000 Engineering drawings 330,000 168,000 162,000 330,000 148,000 182,000 Non-compete agreements (1) 238,000 201,000 37,000 212,000 150,000 62,000 Patents (3) 1,405,000 813,000 592,000 1,205,000 666,000 539,000 Totals $ 11,333,000 $ 2,624,000 $ 8,709,000 $ 8,597,000 $ 1,991,000 $ 6,606,000 (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 a prior impairment, the Company began amortizing these intangible assets over a 15 (3) The $ 200,000 Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 $ 181,000 $ 217,000 $ 620,000 $ 803,000 September 30, 2017 December 31, 2016 Customer relationships 10.4 9.3 Trademarks and trade names (see note 2 to the table above) 13.8 14.5 Engineering drawings 8.3 8.8 Non-compete agreements 1.9 1.2 Patents 9.0 6.1 2018 $ 709,000 2019 686,000 2020 653,000 2021 638,000 2022 635,000 Thereafter 3,062,000 $ 6,383,000 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 10 DEBT In October 2010, the Company entered into a Loan and Security Agreement (as amended from time to time, “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 (“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 London InterBank Offered Rate (“LIBOR”) 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. Contemporaneously with the Jiffy Acquisition, the Company entered into a Second Amended and Restated Loan and Security Agreement, effective as of the Jiffy Closing Date (the “Second Amended and Restated Loan Agreement”), with Capital One. The Second Amended and Restated Loan Agreement amended and restated the Credit Agreement. The Second Amended and Restated Loan Agreement, among other things, amended the Credit Agreement by: (1) increasing the maximum amount the Company can borrow under the Revolver Commitment (as defined in the Second Amended and Restated Loan Agreement) to $ 16,000,000 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. The Company believes it is in compliance with all covenants under the Credit Agreement. In connection with the Company’s common stock repurchase plan discussed in Note 5, the Company and the Bank amended the Second Amended and Restated Loan Agreement to permit the Company to implement the plan. Among other things, the amendment also reduced the Fixed Charge Coverage Ratio, as defined in the Credit Agreement. Short-term Borrowings The Company had no revolver borrowings at December 31, 2016, whereas at September 30, 2017, its Revolver borrowings were $ 2,334,000 1.75 1.50 0.75 0.50 The Company owns vehicles for use by its UAT salesforce. The current portion of the balance due relating to these vehicles is $ 0 13,000 Long-term Borrowings The Credit Agreement, as amended, provides for a Term Loan A, which is secured by mortgages on the Company’s 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. The Applicable Margin added to LIBOR borrowings at September 30, 2017 was 1.75 1.50 0.75 0.50 100,000 In accordance with ASU No. 2015-03, the Company reduced its long-term debt by $ 8,000 12,000 |
DIVIDEND PAYMENTS
DIVIDEND PAYMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Dividends Payable and Options Adjustments [Text Block] | NOTE 11 DIVIDEND PAYMENTS On August 10, 2017, the Company’s Board of Directors, in accordance with their dividend policy, declared a quarterly cash dividend of $ 0.05 180,000 542,000 |
BUSINESS AND SUMMARY OF ACCOU19
BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Financial Statement Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, these interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the management of the Company, as defined below, these unaudited consolidated financial statements include all adjustments necessary to present fairly the information set forth therein. All such adjustments, except for those adjustments relating to discontinued operations, are of a normal recurring nature. Results for interim periods are not necessarily indicative of results to be expected for a full year. The consolidated balance sheet information as of December 31, 2016 was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 (“2016 Form 10-K”). The interim financial statements contained herein should be read in conjunction with the 2016 Form 10-K. The consolidated financial statements have been reported in U.S. dollars by translating asset and liability amounts of a foreign wholly-owned subsidiary at the closing exchange rate, equity amounts at historical rates and the results of operations and cash flow at the average of the prevailing exchange rates during the periods reported. As a result, the Company is exposed to foreign currency translation gains or losses. These gains or losses are presented in the Company’s consolidated financial statements as “Other comprehensive income (loss) - foreign currency translation adjustment”. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The unaudited consolidated financial statements contained herein include the accounts of P&F Industries, Inc. and its subsidiaries, (“P&F” or the “Company”). All significant intercompany balances and transactions have been eliminated. Reclassification Certain amounts in the consolidated financial statements of the Company have been reclassified to conform to classifications used in the current year. The reclassifications had no effect on previously reported results of operations or retained earnings. Customer Concentration The Company has one retail customer that during the three and nine-month periods ended September 30, 2017 accounted for 23.6% and 27.6%, respectively, of the Company’s revenue. Whereas for the same three and nine-month periods in 2016, the Company had two retail customers that accounted for 45.3% and 43.4%, respectively, of the Company’s revenue. Additionally, the Company has two retail customers that, in the aggregate, at September 30, 2017 and December 31, 2016, accounted for 39.6% and 53.5%, respectively, of the Company’s accounts receivable. Out - of - period Adjustment During the preparation of the Company’s tax provision for the three and nine-month periods ended September 30, 2017, it determined that the effect of forfeitures, expiration and exercise of certain of its common stock options should have been reflected in its second quarter and six-month period ended June 30, 2017’s income tax provision. The Company has concluded that this error was immaterial based upon a qualitative and quantitative analysis. As such, the Company reflected such effect in its three and nine-month period ended September 30, 2017. The Company P&F is a Delaware corporation incorporated on April 19, 1963. Prior to February 11, 2016 (the “Nationwide Closing Date”), 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 currently 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 operates through its wholly-owned subsidiaries, Florida Pneumatic Manufacturing Corporation (“Florida Pneumatic”) and Hy-Tech Machine, Inc. (“Hy-Tech”). Exhaust Technologies Inc. (“ETI”) and Universal Air Tool Company Limited (“UAT”) are wholly-owned subsidiaries of Florida Pneumatic. Effective April 5, 2017, Florida Pneumatic, through a wholly-owned subsidiary, purchased substantially all of the operating assets, less certain payables of Jiffy Air Tool, Inc. See Note 3 for further discussion. The business of Air Tool Service Company (“ATSCO”) operates through a wholly-owned subsidiary of Hy-Tech. Florida Pneumatic is engaged in the importation and sale of pneumatic hand tools, primarily for the retail, industrial and automotive markets. 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. Lastly as the result of the Jiffy acquisition, Florida Pneumatic now manufactures pneumatic tools marketed primarily to the aerospace sector. Hy-Tech designs, manufactures and sells a wide range of industrial products under the brands ATP, ATSCO, Ozat, Numatx, Thaxton and Quality Gear. These products, including heavy duty air tools, industrial grinders, impact sockets, hydro-pneumatic riveters, hydrostatic test plugs, air motors and custom gears, are all sold direct to major end users as well as through a broad network of Industrial and Fluid Power Distributors. Industries served include power generation, petrochemical, construction, railroad, mining, ship building and fabricated metals. Hy-Tech also manufactures components, assemblies and finished product for various Original Equipment Manufacturers under their own brand names. Hardware Prior to the Nationwide 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. 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. Effective as of the Nationwide Closing Date, Countrywide sold Nationwide to an unrelated third party for approximately $22,200,000. See Note 2 to consolidated financial statements for further discussion. Management Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses in those financial statements. Certain significant accounting policies that contain subjective management estimates and assumptions include those related to revenue recognition, inventory, goodwill, intangible assets, and other long-lived assets, contingent consideration, income taxes and deferred taxes. Descriptions of these policies are discussed in the Company’s 2016 Form 10-K. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from those estimates and assumptions. Significant changes, if any, in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Recently Adopted In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases New Accounting Pronouncements Not Yet Adopted In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers ⋅ ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date ⋅ ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations ⋅ ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ⋅ ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The 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 is in the final assessment phase of what impact, if any, the new revenue standard and related updates will have on its consolidated financial statements and related disclosures, and based on its preliminary assessment, other than additional disclosures in its Notes to its consolidated financial statements, there will be no material impact to its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04, Intangibles Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”), Other than the aforementioned, the Company does not believe that any other recently issued, but not yet effective accounting standard, if adopted, will have a material effect on its consolidated financial statements . |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The net income from discontinued operations, net of taxes in 2016 presented in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss), is comprised of the following: January 1, 2016 through February 11, 2016 Revenue $ 1,830,000 Cost of goods sold 1,177,000 Gross margin 653,000 Selling and general and administrative expenses 483,000 Interest expense - net 60,000 Income before income taxes 110,000 Income taxes 38,000 Net income $ 72,000 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Line Items] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Total Cash paid at closing $ 7,000,000 Less working capital adjustment (155,000) Fair value of contingent consideration 692,000 Total estimated purchase price $ 7,537,000 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The following table presents preliminary purchase price allocation: Accounts receivable $ 789,000 Inventories 1,571,000 Other current assets 45,000 Land 131,000 Building 919,000 Machinery and equipment 1,196,000 Identifiable intangible assets: Customer relationships 1,670,000 Trademarks and trade names 790,000 Non-compete agreements 17,000 Liabilities assumed (125,000) Goodwill 534,000 Total estimated purchase price $ 7,537,000 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Customer relationships 15 Trademarks and trade names Indefinite Non-compete agreements 4 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended Nine months ended September 30, September 30, 2016 2017 2016 Revenue $ 16,400,000 $ 45,835,000 $ 50,092,000 Net (loss) income from continuing operations $ (23,000) $ 68,000 $ (5,002,000) (Loss) earnings per share basic $ (0.01) $ 0.02 $ (1.39) (Loss) earnings per share diluted $ (0.01) $ 0.02 $ (1.39) |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table sets forth the elements of basic and diluted earnings (loss) per common share: Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Numerator for basic and diluted earnings (loss) per common share: Net income (loss) from continuing operations $ 5,000 $ (286,000) $ (38,000) $ (5,590,000) Net income from discontinued operations 187,000 12,430,000 Net income (loss) $ 5,000 $ (99,000) $ (38,000) $ 6,840,000 Denominator: For basic earnings (loss) per share - weighted average common shares outstanding 3,617,000 3,598,000 3,609,000 3,598,000 Dilutive securities (1) 160,000 For diluted earnings (loss) per share - weighted average common shares outstanding 3,777,000 3,598,000 3,609,000 3,598,000 (1) Dilutive securities consist of “in the money” stock options. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The weighted average of anti-dilutive stock options outstanding was as follows: Three months ended Nine months ended September 30, September 30, 2017 2016 2017 2016 Weighted average antidilutive stock options outstanding 138,000 73,000 86,000 78,000 |
EQUITY - COMMON STOCK REPURCH23
EQUITY - COMMON STOCK REPURCHASE PLAN (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The Company estimated the fair value of these options using the following assumption: Risk-free interest rate 2.07 % Expected term (in years) 10 years Volatility 87.16 % Dividend yield 2.82 % Weighted average fair value of options granted $ 4.41 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | The following is a summary of the changes in outstanding options during the nine-month period ended September 30, 2017: Weighted Weighted Average Average Remaining Aggregate Exercise Contractual Life Intrinsic Option Shares Price (Years) Value Outstanding and vested, January 1, 2017 423,817 $ 5.68 2.9 $ 1,271,704 Granted 89,000 7.09 Exercised (16,722) 3.65 Forfeited (6,793) 7.86 Expired (71,069) 10.72 Outstanding, September 30, 2017 418,233 $ 5.17 4.1 $ 907,347 Vested, September 30, 2017 329,233 $ 4.65 2.5 $ 891,327 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block] | Weighted Average Grant- Option Shares Date Fair Value Non-vested options, January 1, 2017 $ Granted 89,000 4.41 Vested Forfeited Non-vested options, September 30, 2017 89,000 $ 4.41 |
ACCOUNTS RECEIVABLE AND ALLOW24
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Accounts receivable - net consists of: September 30, 2017 December 31, 2016 Accounts receivable $ 11,067,000 $ 7,991,000 Allowance for doubtful accounts (73,000) (85,000) $ 10,994,000 $ 7,906,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of: September 30, 2017 December 31, 2016 Raw material $ 1,681,000 $ 1,918,000 Work in process 1,642,000 658,000 Finished goods 16,767,000 17,325,000 $ 20,090,000 $ 19,901,000 |
GOODWILL AND OTHER INTANGIBLE26
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Changes in the carrying amount of goodwill are as follows: Balance, January 1, 2017 $ 3,897,000 Acquisition of Jiffy Air Tool, Inc. 534,000 Currency translation adjustment 14,000 Balance, September 30, 2017 $ 4,445,000 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | September 30, 2017 December 31, 2016 Accumulated Net book Accumulated Net book Cost amortization value Cost amortization value Other intangible assets: Customer relationships (1) $ 6,834,000 $ 1,427,000 $ 5,407,000 $ 5,143,000 $ 1,022,000 $ 4,121,000 Trademarks and trade names (1) 2,326,000 2,326,000 1,507,000 1,507,000 Trademarks and trade names (2) 200,000 15,000 185,000 200,000 5,000 195,000 Engineering drawings 330,000 168,000 162,000 330,000 148,000 182,000 Non-compete agreements (1) 238,000 201,000 37,000 212,000 150,000 62,000 Patents (3) 1,405,000 813,000 592,000 1,205,000 666,000 539,000 Totals $ 11,333,000 $ 2,624,000 $ 8,709,000 $ 8,597,000 $ 1,991,000 $ 6,606,000 (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 a prior impairment, the Company began amortizing these intangible assets over a 15 (3) The $ 200,000 The weighted average amortization period for intangible assets was as follows: September 30, 2017 December 31, 2016 Customer relationships 10.4 9.3 Trademarks and trade names (see note 2 to the table above) 13.8 14.5 Engineering drawings 8.3 8.8 Non-compete agreements 1.9 1.2 Patents 9.0 6.1 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization expense of intangible assets from continuing operations subject to amortization was as follows: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 $ 181,000 $ 217,000 $ 620,000 $ 803,000 Amortization expense for each of the next five years and thereafter is estimated to be as follows: 2018 $ 709,000 2019 686,000 2020 653,000 2021 638,000 2022 635,000 Thereafter 3,062,000 $ 6,383,000 |
BUSINESS AND SUMMARY OF ACCOU27
BUSINESS AND SUMMARY OF ACCOUNTING POLICIES (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Schedule Of Summary Of Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 39.60% | 53.50% | |||
Nationwide Industries Inc [Member] | |||||
Schedule Of Summary Of Accounting Policies [Line Items] | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 22,200,000 | ||||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Schedule Of Summary Of Accounting Policies [Line Items] | |||||
Concentration Risk, Percentage | 23.60% | 45.30% | 27.60% | 43.40% |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Feb. 11, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Income taxes | $ 0 | $ 38,000 | |||
Net income | $ 0 | $ 0 | $ 0 | $ 72,000 | |
Nationwide Industries Inc [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Revenue | $ 1,830,000 | ||||
Cost of goods sold | 1,177,000 | ||||
Gross margin | 653,000 | ||||
Selling and general and administrative expenses | 483,000 | ||||
Interest expense - net | 60,000 | ||||
Income before income taxes | 110,000 | ||||
Income taxes | 38,000 | ||||
Net income | $ 72,000 |
DISCONTINUED OPERATIONS (Deta29
DISCONTINUED OPERATIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2017 | Nov. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||
Escrow Deposit | $ 2,105,000 | |||||||
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation | $ 187,000 | $ 328,000 | ||||||
Disposal Group, Including Discontinued Operation, Other Expense | $ 14,000 | |||||||
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax | $ 0 | 187,000 | $ 0 | 12,358,000 | ||||
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 | $ 141,000 | |||||||
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 | |||||||
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 | $ 2,105,000 | 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 | $ 75,000 | ||||||
Net Working Capital | 75,000 | |||||||
Additional Contribution To Escrow Deposits | $ 400,000 | $ 400,000 | $ 400,000 | |||||
Proceeds from Divestiture of Businesses | $ 18,700,000 |
ACQUISITION (Details)
ACQUISITION (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Cash paid at closing | $ 6,845,000 | $ 0 |
Jiffy Air Tool [Member] | ||
Business Acquisition [Line Items] | ||
Cash paid at closing | 7,000,000 | |
Less working capital adjustment | (155,000) | |
Fair value of contingent consideration | 692,000 | |
Total estimated purchase price | $ 7,537,000 |
ACQUISITION (Details 1)
ACQUISITION (Details 1) - Jiffy Air Tool [Member] | Sep. 30, 2017USD ($) |
Business Acquisition [Line Items] | |
Accounts receivable | $ 789,000 |
Inventories | 1,571,000 |
Other current assets | 45,000 |
Land | 131,000 |
Building | 919,000 |
Machinery and equipment | 1,196,000 |
Identifiable intangible assets: | |
Liabilities assumed | (125,000) |
Goodwill | 534,000 |
Total estimated purchase price | 7,537,000 |
Trademarks and Trade Names [Member] | |
Identifiable intangible assets: | |
Trademarks and trade names | 790,000 |
Customer Relationships [Member] | |
Identifiable intangible assets: | |
Customer relationships | 1,670,000 |
Non-compete Agreements [Member] | |
Identifiable intangible assets: | |
Customer relationships | $ 17,000 |
ACQUISITION (Details 2)
ACQUISITION (Details 2) | Apr. 05, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Jiffy Air Tool Inc [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||
Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years 4 months 24 days | 9 years 3 months 18 days | |
Customer Relationships [Member] | Jiffy Air Tool Inc [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||
Non-compete agreements [Member] | Jiffy Air Tool Inc [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 4 years |
ACQUISITION (Details 3)
ACQUISITION (Details 3) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue | $ 16,400,000 | $ 45,835,000 | $ 50,092,000 |
Net (loss) income from continuing operations | $ (23,000) | $ 68,000 | $ (5,002,000) |
(Loss) earnings per share - basic | $ (0.01) | $ 0.02 | $ (1.39) |
(Loss) earnings per share - diluted | $ (0.01) | $ 0.02 | $ (1.39) |
ACQUISITION (Details Textual)
ACQUISITION (Details Textual) - USD ($) | Apr. 05, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 6,845,000 | $ 0 | |
Jiffy Air Tool Inc [Member] | |||
Business Acquisition [Line Items] | |||
Business Combination, Contingent Consideration, Liability | $ 1,000,000 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | $ 5,950,000 | ||
Payments to Acquire Businesses, Gross | 5,950,000 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,050,000 | ||
Working Capital Adjustment | 155,000 | ||
Jiffy Air Tool Inc [Member] | Real Property [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | 1,050,000 | ||
Jiffy Air Tool Inc [Member] | Current Assets [Member] | |||
Business Acquisition [Line Items] | |||
Payments to Acquire Businesses, Gross | $ 5,950,000 |
EARNINGS (LOSS) PER SHARE (Deta
EARNINGS (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Numerator for basic and diluted earnings (loss) per common share: | |||||
Net income (loss) from continuing operations | $ 5,000 | $ (286,000) | $ (38,000) | $ (5,590,000) | |
Net income from discontinued operations | 0 | 187,000 | 0 | 12,430,000 | |
Net income (loss) | $ 5,000 | $ (99,000) | $ (38,000) | $ 6,840,000 | |
Denominator: | |||||
For basic earnings (loss) per share - weighted average common shares outstanding | 3,617,000 | 3,598,000 | 3,609,000 | 3,598,000 | |
Dilutive securities | [1] | 160,000 | 0 | 0 | 0 |
For diluted earnings (loss) per share - weighted average common shares outstanding | 3,777,000 | 3,598,000 | 3,609,000 | 3,598,000 | |
[1] | Dilutive securities consist of “in the money” stock options. |
EARNINGS (LOSS) PER SHARE (De36
EARNINGS (LOSS) PER SHARE (Details 1) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Weighted average antidilutive stock options outstanding (in shares) | 138,000 | 73,000 | 86,000 | 78,000 |
EQUITY - COMMON STOCK REPURCH37
EQUITY - COMMON STOCK REPURCHASE PLAN (Details) | 9 Months Ended |
Sep. 30, 2017$ / shares | |
Risk-free interest rate | 2.07% |
Expected term (in years) | 10 years |
Volatility | 87.16% |
Dividend yield | 2.82% |
Weighted average fair value of options granted | $ 4.41 |
EQUITY - COMMON STOCK REPURCH38
EQUITY - COMMON STOCK REPURCHASE PLAN (Details 1) - Employee Stock Option [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Outstanding and Vested | 423,817 | |
Number of Shares, Granted | 89,000 | |
Number of Shares, Exercised | (16,722) | |
Number of Shares, Forfeited | (6,793) | |
Number of Shares, Expired | (71,069) | |
Number of Shares, Outstanding and Vested | 418,233 | 423,817 |
Number of Shares, Vested | 329,233 | |
Weighted Average Exercise Price per share, Outstanding and Vested (in dollars per share) | $ 5.68 | |
Weighted Average Exercise Price per share, Granted (in dollars per share) | 7.09 | |
Weighted Average Exercise Price per share, Exercised (in dollars per share) | 3.65 | |
Weighted Average Exercise Price per share, Forfeited and repurchased (in dollars per share) | 7.86 | |
Weighted Average Exercise Price per share, Expired (in dollars per share) | 10.72 | |
Weighted Average Exercise Price per share, Outstanding and Vested (in dollars per share) | 5.17 | $ 5.68 |
Weighted Average Exercise Price per share, Vested (in dollars per share) | $ 4.65 | |
Weighted Average Remaining ContractualLife, Outstanding and Vested (Years) | 4 years 1 month 6 days | 2 years 10 months 24 days |
Weighted Average Remaining Contractual Life, Outstanding and Vested (Years) | 2 years 6 months | |
Aggregate Intrinsic Value, Outstanding and Vested (in dollars) | $ 907,347 | $ 1,271,704 |
Aggregate Intrinsic Value, Vested (in dollars) | $ 891,327 |
EQUITY - COMMON STOCK REPURCH39
EQUITY - COMMON STOCK REPURCHASE PLAN (Details 2) - Employee Stock Option [Member] | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Option Shares, Nonvested shares, beginning of year | shares | 0 |
Option Shares, Granted | shares | 89,000 |
Option Shares, Vested | shares | 0 |
Option Shares, Forfeited | shares | 0 |
Option Shares, Nonvested shares, end of year | shares | 89,000 |
Weighted Average Grant-Date Fair Value, Non-vested shares, beginning of year (in dollars per share) | $ / shares | $ 0 |
Weighted Average Grant-Date Fair Value, Granted (in dollars per share) | $ / shares | 4.41 |
Weighted Average Grant-Date Fair Value, Vested (in dollars per share) | $ / shares | 0 |
Weighted Average Grant-Date Fair Value, Forfeited (in dollars per share) | $ / shares | 0 |
Weighted Average Grant-Date Fair Value, Non-vested shares, end of year (in dollars per share) | $ / shares | $ 4.41 |
EQUITY - COMMON STOCK REPURCH40
EQUITY - COMMON STOCK REPURCHASE PLAN (Details Textual) - USD ($) | Sep. 05, 2017 | Aug. 09, 2017 | May 31, 2017 | May 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 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 | 88,812 | 88,812 | ||||||
Restricted stock-based compensation (in dollars) | $ 30,000 | $ 39,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 373,000 | $ 373,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 10 months 24 days | |||||||
Share-based Compensation | $ 20,000 | $ 0 | $ 20,000 | $ 13,000 | ||||
2012 Stock Incentive Plan [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, Gross | 55,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7.09 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | All options granted on the Grant Date vest one-third on each of the first three anniversaries of the Grant Date. | |||||||
Common Stock Repurchase Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock Repurchased During Period, Shares | 12,365 | |||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 100,000 | |||||||
Stock Repurchase Program, Period in Force | 12 months | |||||||
Common Class A [Member] | 2012 Stock Incentive Plan [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 89,000 | |||||||
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 | 1,000 | ||||||
Incentive Stock Option Plan 2002 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance | 226,000 | 226,000 | ||||||
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, Options, Outstanding, Number, Beginning Balance | 192,233 | 192,233 | ||||||
Restricted stock-based compensation (in dollars) | $ 30,000 | $ 44,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 6.17 | $ 8.72 | ||||||
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 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended |
Aug. 31, 2017 | Sep. 30, 2017 | |
Stock Purchase and Redemption Agreement [Member] | ||
Release From Escrow Fund | $ 2,105,000 | $ 250,000 |
Jiffy Air Tool [Member] | ||
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 706,000 |
ACCOUNTS RECEIVABLE AND ALLOW42
ACCOUNTS RECEIVABLE AND ALLOWANCE FOR DOUBTFUL ACCOUNTS (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Accounts receivable | $ 11,067,000 | $ 7,991,000 |
Allowance for doubtful accounts | (73,000) | (85,000) |
Accounts Receivable, Net, Current, Total | $ 10,994,000 | $ 7,906,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw material | $ 1,681,000 | $ 1,918,000 |
Work in process | 1,642,000 | 658,000 |
Finished goods | 16,767,000 | 17,325,000 |
Inventory net | $ 20,090,000 | $ 19,901,000 |
GOODWILL AND OTHER INTANGIBLE44
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Balance, beginning | $ 3,897,000 |
Acquisition of Jiffy Air Tool, Inc. | 534,000 |
Currency translation adjustment | 14,000 |
Balance, ending | $ 4,445,000 |
GOODWILL AND OTHER INTANGIBLE45
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | ||
Other intangible assets: | |||
Cost | $ 11,333,000 | $ 8,597,000 | |
Accumulated amortization | 2,624,000 | 1,991,000 | |
Net book value | 8,709,000 | 6,606,000 | |
Customer relationships [Member] | |||
Other intangible assets: | |||
Cost | [1] | 6,834,000 | 5,143,000 |
Accumulated amortization | [1] | 1,427,000 | 1,022,000 |
Net book value | [1] | $ 5,407,000 | $ 4,121,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years 4 months 24 days | 9 years 3 months 18 days | |
Trademarks and trade names one [Member] | |||
Other intangible assets: | |||
Cost | [1] | $ 2,326,000 | $ 1,507,000 |
Accumulated amortization | [1] | 0 | 0 |
Net book value | [1] | $ 2,326,000 | $ 1,507,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 13 years 9 months 18 days | 14 years 6 months | |
Engineering drawings [Member] | |||
Other intangible assets: | |||
Cost | $ 330,000 | $ 330,000 | |
Accumulated amortization | 168,000 | 148,000 | |
Net book value | $ 162,000 | $ 182,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years 3 months 18 days | 8 years 9 months 18 days | |
Non-compete agreements [Member] | |||
Other intangible assets: | |||
Cost | [1] | $ 238,000 | $ 212,000 |
Accumulated amortization | [1] | 201,000 | 150,000 |
Net book value | [1] | $ 37,000 | $ 62,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year 10 months 24 days | 1 year 2 months 12 days | |
Patents [Member] | |||
Other intangible assets: | |||
Cost | [2] | $ 1,405,000 | $ 1,205,000 |
Accumulated amortization | [2] | 813,000 | 666,000 |
Net book value | [2] | $ 592,000 | $ 539,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | 6 years 1 month 6 days | |
Trademarks And Trade Names Two [Member] | |||
Other intangible assets: | |||
Cost | [3] | $ 200,000 | $ 200,000 |
Accumulated amortization | [3] | 15,000 | 5,000 |
Net book value | [3] | $ 185,000 | $ 195,000 |
[1] | A portion of these intangibles are maintained in a foreign currency, and are therefore subject to foreign exchange rate fluctuations. | ||
[2] | The $200,000 increase represents a patent acquired during the third quarter of 2017. | ||
[3] | These were previously considered an indefinite-lived intangible asset of Hy-Tech. However, as the result of a prior impairment, the Company began amortizing these intangible assets over a 15 year useful life. |
GOODWILL AND OTHER INTANGIBLE46
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 2) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 181,000 | $ 217,000 | $ 620,000 | $ 803,000 |
GOODWILL AND OTHER INTANGIBLE47
GOODWILL AND OTHER INTANGIBLE ASSETS (Details 3) | Sep. 30, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
2,018 | $ 709,000 |
2,019 | 686,000 |
2,020 | 653,000 |
2,021 | 638,000 |
2,022 | 635,000 |
Thereafter | 3,062,000 |
Total | $ 6,383,000 |
GOODWILL AND OTHER INTANGIBLE48
GOODWILL AND OTHER INTANGIBLE ASSETS (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Line Items] | |||
Payments to Acquire Intangible Assets | $ 200,000 | $ 0 | |
Patents [Member] | |||
Goodwill [Line Items] | |||
Payments to Acquire Intangible Assets | $ 200,000 | ||
Trademarks and Trade Names [Member] | |||
Goodwill [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Debt Issuance Costs, Net | $ 8,000 | $ 12,000 |
Short-term Debt | 2,334,000 | 0 |
Second Amended and Restated Loan Agreement [Member] | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | 16,000,000 | |
Vehicles [Member] | ||
Debt Instrument [Line Items] | ||
Other Short-term Borrowings | $ 0 | $ 13,000 |
London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | |
Capex Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | 1.50% |
Term Loan A [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
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 | 1.75% | 1.50% |
Term Loan A [Member] | Base Rate Borrowing [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.75% | 0.50% |
DIVIDEND PAYMENTS (Details Text
DIVIDEND PAYMENTS (Details Textual) - USD ($) | Sep. 30, 2017 | Aug. 10, 2017 |
Dividends Payable, Amount Per Share | $ 0.05 | |
Dividends Payable, Current | $ 542,000 | $ 180,000 |