Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 12, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'EMRISE Corp | ' |
Entity Central Index Key | '0000854852 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 10,707,337 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $1,150 | $1,519 |
Accounts receivable, net of allowances for doubtful accounts of $68 at September 30, 2013 and $75 at December 31, 2012 | 5,370 | 6,784 |
Other receivables | ' | ' |
Inventories, net | 6,574 | 7,255 |
Current deferred tax assets | 130 | 128 |
Prepaid and other current assets | 809 | 1,138 |
Total current assets | 14,033 | 16,824 |
Property, plant and equipment, net | 3,868 | 973 |
Goodwill | 5,169 | 5,146 |
Intangible assets other than goodwill, net | 482 | 584 |
Deferred tax assets | 59 | 59 |
Restricted cash | ' | 407 |
Other assets | 413 | 405 |
Total assets | 24,024 | 24,398 |
Current liabilities: | ' | ' |
Accounts payable | 2,280 | 2,970 |
Accrued expenses | 3,887 | 3,759 |
Lines of credit | 970 | 1,122 |
Current portion of long-term debt | 991 | 942 |
Income taxes payable | 152 | 307 |
Other current liabilities | 276 | 274 |
Total current liabilities | 8,556 | 9,374 |
Long-term debt | 4,382 | 3,033 |
Other liabilities | 887 | 896 |
Total liabilities | 13,825 | 13,303 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value Authorized 10,000,000 shares; no shares issued and outstanding | ' | ' |
Common stock, $0.0033 par value Authorized 75,000,000 shares; 10,707,337 and 10,698,337 issued and outstanding at September 30, 2013 and December 31, 2012, respectively. | 128 | 128 |
Additional paid-in capital | 44,201 | 44,177 |
Accumulated deficit | -32,545 | -31,532 |
Accumulated other comprehensive loss | -1,585 | -1,678 |
Total stockholders' equity | 10,199 | 11,095 |
Total liabilities and stockholders' equity | $24,024 | $24,398 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $68 | $75 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 10,707,337 | 10,698,337 |
Common stock, shares outstanding | 10,707,337 | 10,698,337 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Income/(Loss) (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net sales | $6,627 | $8,235 | $22,415 | $24,374 |
Cost of sales | 4,568 | 5,752 | 15,552 | 17,387 |
Gross profit | 2,059 | 2,483 | 6,863 | 6,987 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 1,892 | 1,993 | 6,370 | 6,608 |
Engineering and product development | 289 | 274 | 908 | 929 |
Total operating expenses | 2,181 | 2,267 | 7,278 | 7,537 |
(Loss)/Income from operations | -122 | 216 | -415 | -550 |
Other income (expense): | ' | ' | ' | ' |
Interest income | 21 | 11 | 65 | 34 |
Interest expense | -134 | -90 | -388 | -273 |
Other, net | -162 | 144 | -55 | 549 |
Gain on extinguishment of debt | ' | ' | ' | 275 |
Total other (expense)/income, net | -275 | 65 | -378 | 585 |
(Loss)/Income/ before income taxes | -397 | 281 | -793 | 35 |
Income tax (benefit)/expense | -12 | 160 | 220 | 398 |
(Loss)/Income from continuing operations | -385 | 121 | -1,013 | -363 |
(Loss)/Income from discontinued operations | ' | ' | ' | -9 |
Net (Loss)/Income | -385 | 121 | -1,013 | -372 |
Foreign currency translation adjustment | 795 | 277 | 93 | 422 |
Comprehensive Income/(loss) | $410 | $398 | ($920) | $50 |
Weighted average shares outstanding | ' | ' | ' | ' |
Basic | 10,705 | 10,692 | 10,700 | 10,687 |
Diluted | 10,705 | 10,692 | 10,700 | 10,687 |
Basic | ' | ' | ' | ' |
Continuing operations | ($0.04) | $0.01 | ($0.09) | ($0.03) |
Discontinued operations | ' | ' | ' | $0 |
Net (Loss)/income | ($0.04) | $0.01 | ($0.09) | ($0.03) |
Diluted | ' | ' | ' | ' |
Continuing operations | ($0.04) | $0.01 | ($0.09) | ($0.03) |
Discontinued operations | ' | ' | ' | ' |
Net (Loss)/Income | ($0.04) | $0.01 | ($0.09) | ($0.03) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($1,013) | ($372) |
Adjustments to arrive at net loss from continuing operations | ' | 9 |
(Loss)/Income from continuing operations | -1,013 | -363 |
Reconciliation to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 356 | 307 |
Provision for doubtful accounts | 16 | 46 |
Provision for inventory reserve | 208 | 511 |
Provision for warranty reserve | -25 | 115 |
Deferred taxes | -173 | -30 |
Loss on sale of assets | 14 | ' |
Gain on extinguishment of debt | ' | -275 |
Amortization of debt/(premium) discount | ' | -45 |
Stock-based compensation | 24 | 11 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 1,395 | 585 |
Inventories | 484 | -167 |
Prepaid and other assets | 323 | 692 |
Accounts payable and accrued expenses | -540 | -494 |
Operating cash flow provided by/(used in) continuing operations | 1,069 | 893 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property, plant and equipment | -2,988 | -225 |
Release of restricted cash in escrow | 405 | ' |
Net proceeds from sale of discontinued operations | ' | 300 |
Net cash provided by/(used in) investing activities | -2,583 | 75 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net (repayment)/ borrowings from lines of credit | -202 | -120 |
Building Mortgage | 2,177 | ' |
Repayments of long-term debt | -888 | -812 |
Net cash provided by/(used in) financing activities | 1,087 | -932 |
Effect of exchange rate changes on cash | 58 | 259 |
Net increase/(decrease) in cash and cash equivalents | -369 | 295 |
Cash and cash equivalents at beginning of period | 1,519 | 805 |
Cash and cash equivalents at end of period | 1,150 | 1,100 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Acquisition of equipment through capital lease | $33 | ' |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Organization and Business | |||||||||||||||||
EMRISE Corporation (the “Company”) designs, manufactures and markets proprietary electronic devices and communications equipment for aerospace, defense, industrial and communications applications. The Company has operations in the United States, England and France. The Company conducts its business through two operating segments: electronic devices and communications equipment. The subsidiaries within the electronic devices segment design, develop, manufacture and market electronic devices for defense, aerospace and industrial markets and operate out of facilities located in England. The subsidiaries within the communications equipment segment design, develop, manufacture and market network access equipment, including network timing and synchronization products and operate out of facilities located in France and the United States. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). The year-end balance sheet was derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements do, however, reflect all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary to state fairly the financial position as of September 30, 2013, and the results of operations and cash flows for the related interim periods ended September 30, 2013 and 2012. However, these results are not necessarily indicative of results for any other interim period or for the year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 29, 2013. | |||||||||||||||||
Comprehensive (Loss)/Income | |||||||||||||||||
Comprehensive (loss)/income includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders. Other comprehensive (loss)/income refers to revenues, expenses, gains and losses that, under GAAP, are included in comprehensive loss, but excluded from net (loss)/income, as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive (loss)/income consists of foreign currency translation adjustments. | |||||||||||||||||
Product Warranty Liabilities | |||||||||||||||||
Generally, the Company’s products carry a standard one-year, limited parts and labor warranty. In certain circumstances, the Company provides a two-year limited parts and labor warranty on communications test instruments and network access products. The Company offers extended warranties beyond the two years standard warranty at an additional cost to its customers. Products returned under warranty typically are tested and repaired or replaced at the Company’s option. Historically, the Company has not experienced significant warranty costs or returns. | |||||||||||||||||
The Company records a liability for estimated costs that it expects to incur under the basic limited warranties when product revenue is recognized. Factors affecting the warranty liability include the number of units sold, historical and anticipated rates of claim and costs per claim. The Company periodically assesses the adequacy of its warranty liability accrual based on changes in these factors. | |||||||||||||||||
(Loss)/Income Per Share from Continuing Operations | |||||||||||||||||
Basic (loss)/income per share from continuing operations is computed by dividing net (loss)/income from continuing operations by the weighted average common shares outstanding during a period. Diluted (loss)/income per share from continuing operations is based on the treasury stock method and includes the dilutive effect of stock options and warrants outstanding during the period. As a result of the losses from continuing operations incurred by the Company for the nine months ended September 30, 2013 and 2012, the potentially dilutive common share equivalents have been excluded from the loss per share computation because their inclusion would have been anti-dilutive. The following table illustrates the computation of basic and diluted (loss)/income per share from continuing operations (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
NUMERATOR: | |||||||||||||||||
Net (loss)/income | $ | (385 | ) | $ | 121 | $ | (1,013 | ) | $ | (372 | ) | ||||||
Less: (loss)/income from discontinued operations | — | — | — | (9 | ) | ||||||||||||
Net (loss)/income from continuing operations | $ | (385 | ) | $ | 121 | $ | (1,013 | ) | $ | (363 | ) | ||||||
DENOMINATOR: | |||||||||||||||||
Basic weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 | |||||||||||||
Diluted weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 | |||||||||||||
Basic and diluted (loss)/income per share from continuing operations | $ | (0.04 | ) | $ | 0.01 | $ | (0.09 | ) | $ | (0.03 | ) | ||||||
The following table shows the common stock equivalents that were outstanding as of September 30, 2013 and 2012, respectively, but were not included in the computation of diluted earnings per share because the options’ or warrants’ exercise price was greater than the average market price of the common shares, and therefore, the effect would have been anti-dilutive: | |||||||||||||||||
Number of | Range of | ||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Per Share | |||||||||||||||||
Anti-dilutive common stock options: | |||||||||||||||||
As of September 30, 2013 | 353,614 | $0.55 – $7.50 | |||||||||||||||
As of September 30, 2012 | 513,000 | $1.31 – $7.50 | |||||||||||||||
Anti-dilutive common stock warrants: | |||||||||||||||||
As of September 30, 2013 | - | - | |||||||||||||||
As of September 30, 2012 | 8,000 | $ | 4.31 | ||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company derives revenues from sales of electronic devices and communications equipment products. The Company’s sales are based upon written agreements or purchase orders that identify the type and quantity of the items being purchased and the purchase price. | |||||||||||||||||
Communications equipment - The Company recognizes revenues from its communications equipment segment businesses based in France and the U.S. at the point of shipment of those products. An estimate of warranty cost is recorded at the time the revenue is recognized. Customer discounts are included in the product price list provided to the customer. Product returns are infrequent and require prior authorization because sales are final and the Company tests its products for quality, prior to shipment to ensure products meet the specifications of the binding purchase orders under which those products are shipped. Normally, when a customer requests and receives authorization to return a product, the request is accompanied by a purchase order for a repair or for a replacement product for which the customer pays. | |||||||||||||||||
Electronic devices- The Company’s subsidiaries in England comprise the electronic devices segment of the business. Revenue recognition for products provided by the Company’s electronic devices subsidiaries depends upon the type of contract involved. Engineering/design services contracts generally entail design and production of a prototype over a term of up to several years, with revenue deferred until recognized over the term of the contract on a percentage of completion basis. Production contracts provide for a specific quantity of products to be produced over a specific period of time. Customers issue binding purchase orders or enter into binding agreements for the products to be produced. The Company recognizes revenues on these orders as the products are shipped. Returns are infrequent and permitted only with prior authorization because these products are custom made to order based on binding purchase orders and are quality tested prior to shipment. Normally, these tests cover 100% of the units for dispatch. An estimate of warranty cost is recorded at the time revenue is recognized. The Company offers extended warranty contracts for an additional cost to its customers, which are recognized ratably over the term of the extended warranty contract. | |||||||||||||||||
Revenues from services such as repairs and modifications are recognized when the service is completed and invoiced. For repairs that involve shipment of a repaired product, the Company recognizes repair revenues when the product is shipped back to the customer. Service revenues contribute less than 5% of total revenue and, therefore, are not considered to be material to the overall financial results. | |||||||||||||||||
Foreign Currency Instruments | |||||||||||||||||
The Company evaluates the impact of currency fluctuations on a periodic basis and, from time to time, participates in currency hedging activities when the need arises. There were no hedging instruments in place during or at the end of nine month period ended September 30, 2013. The Company currently uses foreign currency forward contracts, which do not meet hedge accounting requirements, to manage currency exposures related to foreign operation sales in U.S. dollars. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates. The Company adjusts the value of the hedging instruments at the end of the reporting period to reflect the market value of the instrument. |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2013 | |
Liquidity | ' |
Liquidity | ' |
NOTE 2 — LIQUIDITY | |
The Company’s liquidity is closely monitored by management. The Company uses cash flow forecasting linked to production forecasts and existing and projected credit and bank facilities, to ensure there are sufficient financial resources to fulfill its short-term needs and strategic plans. The Company has a long term bank facility in the UK with Lloyds TSB which extends to August 2016, a 20 year mortgage of $2.2 million also with Lloyds TSB, and has issued promissory notes to the former shareholders of ACC, a business purchased by the Company in 2008, with a balance outstanding of $2.3 million on which the final payment is not due until December 2014. The UK term loan from Lloyds TSB has a covenant that links to the net worth of the Company. Further details of these borrowings are set out in the notes below. Management is evaluating and discussing options surrounding the refinancing of the promissory notes that are due to be redeemed in December 2014 and expects to reach a satisfactory solution. |
Discontinued_Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2013 | |
Discontinued Operations and Disposal Groups [Abstract] | ' |
Discontinued Operations | ' |
NOTE 3 — DISCONTINUED OPERATIONS | |
Test Product Line | |
During the fourth quarter of 2011, CXR Larus Corporation (“CXR Larus”), a wholly-owned subsidiary of the Company, committed to the sale of certain assets relating solely to the CXR Larus product line of telecommunications test equipment (the “Test Product Line”). The sale of these assets was completed on February 7, 2012. The Test Product Line was previously included in the Company’s communications equipment segment and was accounted for as an asset held for sale as of December 31, 2011. The amount of loss recognized on the sale during the nine months ended September 30, 2012 was $9,000. | |
There were no test equipment assets or liabilities remaining at September 30, 2012 or 2013. |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended | ||
Sep. 30, 2013 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||
Stock-Based Compensation | ' | ||
NOTE 4 — STOCK-BASED COMPENSATION | |||
The Company has five stock option plans, the following two of which continue to be available, and these are described more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012: | |||
● | Amended and Restated 2000 Stock Option Plan; and | ||
● | 2007 Stock Incentive Plan. | ||
The Company’s Board of Directors does not intend to issue any additional options under the Amended and Restated 2000 Stock Option Plan. | |||
Total stock-based compensation expense, for restricted stock issued under the 2007 Stock Incentive Plan, included in wages, salaries and related costs was $1,500 and $4,500 for the three months and nine months ended September 30, 2013 respectively. The charges for the three months and nine months ended September 30, 2012 were $2,000 and $11,000 respectively. The restricted stock was awarded under the 2007 Stock Incentive Plan to the members of the Company’s Board of Directors. These compensation expenses were charged to selling, general and administrative expenses. The charge for compensation expense related to stock option grants to an officer of the Company for the three months and nine months ended September 30, 2013 was $4,000 and $19,000 respectively. The cost of this stock option grant has been charged to administration costs. There were no comparable charges for the three months and nine months ended September 30, 2012. As of September 30, 2013, the Company had no unrecognized compensation expense relating to stock option grants. |
Operating_Segments
Operating Segments | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Operating Segments | ' | ||||||||||||||||
NOTE 5 — OPERATING SEGMENTS | |||||||||||||||||
The Company has two operating segments: electronic devices and communications equipment. The electronic devices segment manufactures and markets electronic power supplies, radio frequency (“RF”) and microwave devices and subsystem assemblies. The electronic devices segment consists of the Company’s two electronic device subsidiaries located in England, Pascall Electronics Limited (“Pascall”) and XCEL Power Systems Limited (“XCEL”), both of which offer the same or similar products to the same or similar customers. The communications equipment segment designs, manufactures and distributes network access products and timing and synchronization products. The communications equipment segment consists of operating entities CXR Larus, which is located in the United States, and CXR Anderson Jacobson (“CXR AJ”), which is located in France, both of which offer the same or similar products to similar customers. Both segments operate primarily in the U.S. and European markets, but they have distinctly different customers, design and manufacturing processes and marketing strategies. Each segment has discrete financial information and a separate management structure. | |||||||||||||||||
The Company evaluates performance based upon contribution margin of the segments and also upon profit or loss from operations before income taxes exclusive of nonrecurring gains and losses. The Company accounts for inter-segment sales at pre-determined prices negotiated between the individual segments. | |||||||||||||||||
Selected financial data for each of the Company’s operating segments reconciled to the consolidated totals is shown below (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net sales | |||||||||||||||||
Electronic devices | $ | 4,905 | $ | 6,124 | $ | 15,050 | $ | 17,480 | |||||||||
Communications equipment | 1,722 | 2,111 | 7,365 | 6,894 | |||||||||||||
Total net sales | $ | 6,627 | $ | 8,235 | $ | 22,415 | $ | 24,374 | |||||||||
Operating (loss)/income | |||||||||||||||||
Electronic devices | $ | 679 | $ | 942 | $ | 1,666 | $ | 2,289 | |||||||||
Communications equipment | (232 | ) | (72 | ) | (166 | ) | (550 | ) | |||||||||
Corporate and other | (569 | ) | (654 | ) | (1,915 | ) | (2,289 | ) | |||||||||
Total operating (loss)/income | $ | (122 | ) | $ | 216 | $ | (415 | ) | $ | (550 | ) | ||||||
30-Sep-13 | December 31, 2012 | ||||||||||||||||
Total assets | |||||||||||||||||
Electronic devices | $ | 18,721 | $ | 17,222 | |||||||||||||
Communications equipment | 5,136 | 7,018 | |||||||||||||||
Corporate and other | 167 | 158 | |||||||||||||||
Total assets | $ | 24,024 | $ | 24,398 |
Inventories
Inventories | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
NOTE 6 — INVENTORIES | |||||||||
Inventories are stated net of reserves, at the lower of cost (first-in, first-out method) or market value (net realizable value) and consist of the following (in thousands): | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Gross Inventory | |||||||||
Raw materials | $ | 6,386 | $ | 6,369 | |||||
Work-in-process | 1,980 | 1,989 | |||||||
Finished goods | 2,880 | 3,361 | |||||||
Total gross inventories | $ | 11,246 | $ | 11,719 | |||||
Inventory Reserve | |||||||||
Raw materials | $ | 3,116 | $ | 2,986 | |||||
Work-in-process | 451 | 389 | |||||||
Finished goods | 1,105 | 1,089 | |||||||
Total reserve | $ | 4,672 | $ | 4,464 | |||||
Net Inventory | |||||||||
Raw materials | $ | 3,270 | $ | 3,383 | |||||
Work-in-process | 1,529 | 1,600 | |||||||
Finished goods | 1,775 | 2,272 | |||||||
Total net inventories | $ | 6,574 | $ | 7,255 |
Accounts_Receivable
Accounts Receivable | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounts, Notes, Loans and Financing Receivable, Unclassified [Abstract] | ' | ||||||||
Accounts Receivable | ' | ||||||||
NOTE 7 — ACCOUNTS RECEIVABLE | |||||||||
The Company’s accounts receivable result from sales to a broad customer base. The Company extends credit to its customers based upon an evaluation of the customer’s financial condition and credit history and generally does not require collateral. Accounts receivable are generally due within 30 days in the Company’s U.S. and French operations and 60 days in its English operations and are stated net of an allowance for doubtful accounts. Accounts outstanding for longer than the contractual payment terms are considered past due. Provisions for uncollectable accounts are made based on the Company’s specific assessment of the collectability of all past due accounts. Credit losses are provided for in the financial statements and consistently have been within management’s expectations. The Company carries insurance to cover accounts receivable derived from export sales from the United Kingdom. One customer accounted for 24% of total sales in the nine months to September 30, 2013, and this customer accounted for 9.8% of total accounts receivable at the period end. The same customer accounted for 39% of total sales in the three months ended September 30, 2013. No single customer represented ten percent or more of the Company’s total net sales during the three or nine months ended September 30, 2012. There was no single customer that accounted for more than ten percent of the net accounts receivable at December 31, 2012. | |||||||||
The following table reflects the changes in the Company’s doubtful accounts reserve during the nine months ended September 30, (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at beginning of period | $ | 75 | $ | 123 | |||||
Additional Provision for nine months | 16 | 5 | |||||||
Recoveries | (12 | ) | (33 | ) | |||||
Accounts receivable written off | (13 | ) | (19 | ) | |||||
Foreign currency translation | 2 | 1 | |||||||
Balance at end of period | $ | 68 | $ | 77 | |||||
The doubtful debts charge against income for the three months ended September 30, 2013 was $17,000 (2012- credit $9,000). |
Property_Plant_and_Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2013 | |
Property, Plant and Equipment [Abstract] | ' |
Property, Plant and Equipment | ' |
NOTE 8 — PROPERTY, PLANT AND EQUIPMENT | |
On March 4, 2013, the Company purchased the property occupied by its UK subsidiary Pascall, which it previously occupied through a lease. The lease had been due to expire in 2016. The cost of the property was £1.8 million (approximately $2.9 million at the rate of exchange prevailing at September 30, 2013). In order to finance this purchase the Company secured a new 20 year loan from Lloyds TSB plc for £1.4 million (approximately $2.3 million) at an annual rate of interest fixed at 4.8% for 15 years. Thereafter, the interest reverts to a rate linked to the London Inter-bank lending rate. The balance of the purchase price of $0.6 million was financed using the Company’s cash. | |
The depreciation charge for the Company’s property, plant and equipment for the three months ended September 30, 2013 was $118,000 and the charge for the nine months ended September 30, 2013 was $356,000. The charge for the three and nine months ended September 30, 2012 was $104,000 and $307,000, respectively. |
Goodwill
Goodwill | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill | ' | ||||||||
NOTE 9 — GOODWILL | |||||||||
The following table reflects changes in goodwill balances for the nine months ended September 30, (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at December 31 | $ | 5,146 | 4,970 | ||||||
Foreign currency translation | 23 | 62 | |||||||
Balance at September 30 | $ | 5,169 | 5,032 | ||||||
The goodwill all relates to the electronic devices segment of the business. |
Intangible_Assets_Other_Than_G
Intangible Assets Other Than Goodwill | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets Other Than Goodwill | ' | ||||||||
NOTE 10 — INTANGIBLE ASSETS OTHER THAN GOODWILL | |||||||||
The following table reflects the changes in intangible asset (other than goodwill) balances, for the nine months ended September 30, (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at December 31, | $ | 584 | 838 | ||||||
Amortization | (102 | ) | (102 | ) | |||||
Balance at September 30, | $ | 482 | 736 | ||||||
The intangible assets constitute trademarks, trade names and technology acquired. The amortization charge for the three months ended September 30, 2013 was $34,000 and the charge for nine months ended September 30, 2013 was $102,000. The charge for the three and nine months ended September 30, 2012 was also $34,000 and $102,000, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
NOTE 11 — INCOME TAXES | |
The Company files a consolidated U.S. federal income tax return. State tax returns in the state jurisdictions of California, Texas, Pennsylvania and New Jersey are filed on a consolidated, combined or separate basis depending on the applicable laws relating to the Company and its domestic subsidiaries. Additionally, the Company’s subsidiaries file tax returns in England and France. The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate adjusted for certain discreet items for the full fiscal year. Cumulative adjustments to the Company’s estimate are recorded in the interim period in which a change in the estimated annual effective rate is determined. | |
The effective tax rate is subject to significant volatility on a consolidated basis, because the profits of the Company’s subsidiaries in England are subject to income tax at the local statutory rate of 23.25% and the Company’s subsidiary in France is subject to income tax at the local statutory rate of 33%. The tax loss carry-forwards of the U.S. entities are not available for offset against the profits of the overseas subsidiaries. The Company has minimal tax liabilities in the U.S. because it has not generated taxable profits in the United States. The tax benefit for income taxes of $12,000 recorded for the three months ended September 30, 2013 included a credit of $90,000 in relation to a revised 2011 claim for research and development tax credits. The tax charges for the nine months ended September 30, 2013 of $220,000 and for the three and nine months ended September 2012 of $160,000 and $398,000, respectively, are entirely attributable to the taxable profits generated by the Company’s U.K. subsidiaries. | |
The Company’s business is subject to regulations under a wide variety of U.S. federal, state and foreign tax laws, regulations and policies. The majority of the earnings and profits of the Company’s foreign subsidiaries are deemed to have been distributed to the United States, with the exception of undistributed earnings of approximately $1 million which have not been taxed in the U.S. and which are deemed to have been reinvested indefinitely outside the United States. These earnings will continue to be indefinitely reinvested but could become subject to an additional tax charge if they were remitted as dividends or were loaned to the Company. No deferred taxes have been provided on these earnings. | |
Under the terms of the promissory notes described in Note 12, the Company’s foreign subsidiaries have issued guarantees on U.S. credit facilities and, as a result, under Section 956 of the Internal Revenue Code, have been deemed to have distributed some of their earnings to fund U.S. operations. Further, certain of the Company’s foreign subsidiaries have advanced cash funds to the U.S. entities to meet cash needs. This has resulted in U.S. federal taxable income and an increase in U.S. tax liability, which has been reduced through the utilization of available net operating loss carry-forwards and foreign tax credits. The Company had federal net operating loss carry-forwards of approximately $ 14.5 million as of December 31, 2012 which will expire at various dates beginning 2013 through 2042. The use of the net operating carry-forwards for state tax purposes is governed by rules specific to each state. | |
As of September 30, 2013, the Company had not recorded any net unrecognized tax benefits. The Company currently has no material open matters with tax authorities nor is it engaged in an examination by any tax authority. The Company recognizes interest and penalties related to uncertain tax positions in interest expense and selling, general and administrative expense, respectively, in the condensed consolidated statements of operations and comprehensive income. No interest or penalties were recognized during the three months or nine months ended September 30, 2013 or 2012. As of September 30, 2013, the Company had no accrual for interest or penalties. | |
The Company remains subject to United States federal and state tax examinations for years 2009 to 2012, is subject to tax examinations for the United Kingdom for 2012, and is subject to tax examinations in France for years 2011 and 2012. The Company has made full provisions for estimated tax in these years. |
Financing_Arrangements
Financing Arrangements | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Financing Arrangements | ' | ||||||||
Financing Arrangements | ' | ||||||||
NOTE 12 — FINANCING ARRANGEMENTS | |||||||||
The Company has a variety of debt and credit facilities to satisfy the financing requirements of its operations and the countries within which it operates. These arrangements are tabulated below. | |||||||||
Lines of credit | 30-Sep-13 | 31-Dec-12 | |||||||
Lloyds TSB Commercial Finance | 885 | 37 | |||||||
FACTOCIC | 85 | 964 | |||||||
Bridge Bank | - | 121 | |||||||
Lines of credit | $ | 970 | $ | 1,122 | |||||
Long-term debt | 30-Sep-13 | 31-Dec-12 | |||||||
Lloyds TSB term loan | 755 | 928 | |||||||
Lloyds Mortgage | 2,224 | _ | |||||||
Promissory notes payable | 2,277 | 2,877 | |||||||
Capital leases obligations | 117 | 170 | |||||||
5,373 | 3,975 | ||||||||
Current portion of long-term debt | (991 | ) | (942 | ) | |||||
Long-term debt | $ | 4,382 | $ | 3,033 | |||||
All amounts are in $ thousands | |||||||||
Details of the borrowings set out in the table above are explained below. | |||||||||
Lloyds TSB Commercial Finance | |||||||||
On August 31, 2010, two of the Company’s UK subsidiaries, Pascall and XCEL, each entered into a Receivables Finance Agreement with Lloyds TSB Commercial Finance (“Lloyds”) (each, a “Receivables Finance Agreement” and, collectively, the “Receivables Finance Agreements”), pursuant to which Lloyds agreed to provide Pascall and XCEL a credit facility to support their UK operations in the aggregate principal amount of £2.75 million ($4.2 million based on the exchange rate on September 30, 2013), in each case at an advance rate of 88%, a discount charge of 2.5% above the base rate, and a service fee of 0.2%. The Receivables Finance Agreement between Pascall and Lloyds is secured by the All Assets Debenture, dated August 31, 2010, given by Pascall in favor of Lloyds (the “Pascall Debenture”) and the Receivables Finance Agreement between XCEL and Lloyds is secured by the All Assets Debenture, dated August 31, 2010, given by XCEL in favor of Lloyds (the “XCEL Debenture”). The Receivables Finance Agreements bear interest at the prevailing London interbank lending rate (0.5% at September 30, 2013) plus 2.5% on the outstanding balance which is paid monthly. As of September 30, 2013, outstanding borrowings under the Receivable Finance Agreements were $885,000. | |||||||||
The agreement is renewable annually and was last renewed at September 30, 2013 for a further twelve months. | |||||||||
FACTOCIC | |||||||||
On September 20, 2010, the Company’s French subsidiary, CXR AJ, entered into an accounts receivable financing arrangement with FACTOCIC S.A., a subsidiary of CIC Group (“CIC”) (the “CIC Agreement”), pursuant to which CIC agreed to provide CXR AJ a financing arrangement to support its French operations at an advance rate of 90% of presented receivables. The CIC Agreement bears interest at the three month EURIBOR (currently 0.5%) plus 1.4%. There is no renewal date but three months notice is required on either side to vary or terminate the agreement. As of September 30, 2013, CXR AJ had $85,000 of outstanding borrowings under the CIC Agreement. | |||||||||
Bridge Bank | |||||||||
On November 15, 2010, CXR Larus and Bridge Bank, National Association (“Bridge Bank”) executed a Business Financing Agreement, dated as of October 22, 2010 (the “Business Financing Agreement”), pursuant to which Bridge Bank agreed to provide to CXR Larus up to $800,000 of advance on trade accounts receivable at an advance rate of 80% with interest at the Prime Rate (currently 3.25%) plus 3.25%. To secure Bridge Bank’s obligations, Bridge Bank was granted continuing security interest in certain collateral of CXR Larus. The Company guaranteed the obligations of CXR Larus under the Business Financing Agreement pursuant to a Guaranty, dated as of October 22, 2010 and effective as of November 15, 2010. As of September 30, 2013, CXR Larus had no borrowings under the Business Financing Agreement. The Company closed its facility with Bridge Bank as at September 30, 2013. | |||||||||
Lloyds TSB Term Loan | |||||||||
On August 2, 2011, EMRISE Electronics Limited (“EEL”), a wholly-owned subsidiary of the Company, entered into a term loan with Lloyds TSB Bank plc (“Lloyds Bank”) in the amount of £750,000 (“Lloyds Term Loan”). As a condition to issuing the Lloyds Term Loan, each of the two operating subsidiaries of EEL, Pascall and XCEL, were required to provide £125,000 to an escrow account in each subsidiary’s name. The funds were to be held in escrow through to September 2012 at which time, Lloyds Bank could review and either renew or release the funds. Since the timing of release of the restricted funds was uncertain and Lloyds Bank was allowed to renew the restriction annually for the term of the loan, the total amount of £250,000 ($405,000 based on the exchange rate at December 31, 2012) was included in the accompanying balance sheet as a non-current asset at December 31, 2012. Since that date the sum has been released and was utilized as partial payment for the purchase of a freehold property housing the production and administrative facility of Pascall. The Lloyds Term Loan bears interest at a fixed rate of 4.75% over the rate quoted by the Lloyds Bank Wholesale Markets division at or about the time of borrowing, per annum. Principal and interest are payable monthly over 60 months commencing one month after the date of borrowing. Monthly repayments of Principal are £12,500 ($20,000 per month based on the exchange rate prevailing at September 30, 2013). The Lloyds Term Loan is subject to a financial covenant requiring a minimum net worth at EEL from and after December 31, 2012 of not less than £4,400,000 and shall increase annually by not less than £200,000. The Lloyds Term Loan was funded on August 30, 2011 and will be fully paid-off by August 30, 2016. As of September 30, 2013, £467,000 (or $755,000 based on the exchange rate at September 30, 2013) was outstanding under the Lloyds Term Loan. | |||||||||
Lloyds Bank Mortgage | |||||||||
On March 4, 2013, the Company entered into a mortgage with Lloyds Bank for the sum of £1.4 million (approximately $2.1 million at the rate of exchange on September 30, 2013) to purchase the property occupied by Pascall. This mortgage is repayable over 20 years. Interest is fixed at an annual rate of 4.8% for 15 years. Thereafter the interest reverts to a rate linked to the London Inter-bank lending rate. The loan is secured by a fixed lien over the property and any fixed plant and machinery within the building. The loan agreement contains financial covenants requiring the loan to value ratio to be a minimum of 80%, the net worth of EEL, the immediate parent company of Pascall, to be at least £4,776,000 and annual retained profits not to fall below £300,000 (approximately $7.3 million and $0.5 million using the exchange rate at September 30, 2013). At December 31, 2012, the net worth of EEL, as defined by the loan agreement, was £5.1 million and the profit for the year ended December 31, 2012 was £1 million. As at September 30, 2013, the loan balance outstanding was $2.2 million. The carrying cost of the property is $3.1 million. | |||||||||
Promissory Notes Payable | |||||||||
The promissory notes are subordinated contingent promissory notes, which were originally issued to the formers owners of ACC in May 2008 and were originally scheduled to mature on August 31, 2013. The notes are subordinated to the term loan from Lloyds TSB described above. Since the notes were issued there have been various amendments, most recently, effective November 1, 2012 (the “Amended Subordinated Contingent Notes”). The Amended Subordinated Contingent Notes bear interest at the prime rate as reported in The Wall Street Journal ( 3.25% at September 30, 2013) plus 4% (previously prime rate plus 1%) and mature on December 15, 2014 (the ’‘Maturity Date’’) (previously August 31, 2013). Interest is payable quarterly through to the Maturity Date. Principal payments commenced on January 15, 2013 in the amount of $0.3 million and a further sum of $0.3 million was paid on September 15, 2013. Further payments of principal amounting to $0.3 million are payable on each of March 15, 2014, and September 15, 2014. The outstanding principal balance of $1.7 million is due at the Maturity Date. As of September 30, 2013, the outstanding principal balance under the Amended Subordinated Contingent Notes was $2,277,000. | |||||||||
Capital Leases Obligations | |||||||||
The Company has capital leases relating to capital equipment. The leases generally contain purchase options and expire at various dates through December 31, 2016. Capitalized lease obligations are calculated using interest rates appropriate at the inception of the lease and range from 6% to 18%. Leases are amortized over the lease term using the effective interest method. At September 30, 2013, the obligations under capital leases were $117,000 ($170,000 at December 31, 2012). |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2013 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Measurements | ' |
NOTE 13 — FAIR VALUE MEASUREMENTS | |
FASB guidance for fair value measurements defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The fair value hierarchy distinguishes between three levels of inputs that may be utilized when measuring fair value as follows: | |
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. | |
Level 2 - Inputs are unadjusted 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, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. | |
Level 3 - Inputs that are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. | |
The Company adopts Level 2 inputs to establish the carrying value of its assets and liabilities. Cash, accounts receivable, accounts payable and accrued expenses reflected in the unaudited condensed consolidated balance sheets are a reasonable estimate of their fair value due to the short term nature of these instruments. The carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s financing arrangements have variable rates that reflect currently available terms and conditions for similar debt. As of September 30, 2013, the Company did not have any financial assets and liabilities measured at fair value on a recurring basis that would be subject to the disclosure provisions of FASB guidance noted above. |
Casualty_Loss
Casualty Loss | 9 Months Ended |
Sep. 30, 2013 | |
Casualty Loss | ' |
Casualty Loss | ' |
NOTE 14 — CASUALTY LOSS | |
The Company’s French subsidiary, CXR AJ, sustained significant damage to a portion of its premises as a result of a fire in 2010. Building, inventory and equipment were impaired or totally destroyed. The Company’s insurers met immediate costs to replace or repair assets and income of $300,000 for actual and anticipated proceeds in excess of the net book value of assets lost was recognized in 2011. | |
The final amounts relating to the incident were included in the accompanying financial statements as follows: In the three month period ended March 31, 2012, the Company received a sum of €90,000 (approximately $121,000) and further settlements totaling €86,000 (approximately $114,000) were paid by the insurance company directly to suppliers. In July 2012, the Company received €250,000 (approximately $331,000) and an additional amount of €139,000 (approximately $175,000) in respect of business interruption. The amount recognized in the Statement of Operations for the nine months ended September 30, 2012 was $473,000. No sums were received or receivable during the three months or nine months ended September 30, 2013. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Organization and Business | ' | ||||||||||||||||
Organization and Business | |||||||||||||||||
EMRISE Corporation (the “Company”) designs, manufactures and markets proprietary electronic devices and communications equipment for aerospace, defense, industrial and communications applications. The Company has operations in the United States, England and France. The Company conducts its business through two operating segments: electronic devices and communications equipment. The subsidiaries within the electronic devices segment design, develop, manufacture and market electronic devices for defense, aerospace and industrial markets and operate out of facilities located in England. The subsidiaries within the communications equipment segment design, develop, manufacture and market network access equipment, including network timing and synchronization products and operate out of facilities located in France and the United States. | |||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and, therefore, do not include all information and footnotes necessary for a complete presentation of the financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States (“GAAP”). The year-end balance sheet was derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. The unaudited condensed consolidated financial statements do, however, reflect all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary to state fairly the financial position as of September 30, 2013, and the results of operations and cash flows for the related interim periods ended September 30, 2013 and 2012. However, these results are not necessarily indicative of results for any other interim period or for the year. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC on March 29, 2013. | |||||||||||||||||
Comprehensive (Loss)/Income | ' | ||||||||||||||||
Comprehensive (Loss)/Income | |||||||||||||||||
Comprehensive (loss)/income includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders. Other comprehensive (loss)/income refers to revenues, expenses, gains and losses that, under GAAP, are included in comprehensive loss, but excluded from net (loss)/income, as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive (loss)/income consists of foreign currency translation adjustments. | |||||||||||||||||
Product Warranty Liabilities | ' | ||||||||||||||||
Product Warranty Liabilities | |||||||||||||||||
Generally, the Company’s products carry a standard one-year, limited parts and labor warranty. In certain circumstances, the Company provides a two-year limited parts and labor warranty on communications test instruments and network access products. The Company offers extended warranties beyond the two years standard warranty at an additional cost to its customers. Products returned under warranty typically are tested and repaired or replaced at the Company’s option. Historically, the Company has not experienced significant warranty costs or returns. | |||||||||||||||||
The Company records a liability for estimated costs that it expects to incur under the basic limited warranties when product revenue is recognized. Factors affecting the warranty liability include the number of units sold, historical and anticipated rates of claim and costs per claim. The Company periodically assesses the adequacy of its warranty liability accrual based on changes in these factors. | |||||||||||||||||
(Loss)/Income Per Share from Continuing Operations | ' | ||||||||||||||||
(Loss)/Income Per Share from Continuing Operations | |||||||||||||||||
Basic (loss)/income per share from continuing operations is computed by dividing net (loss)/income from continuing operations by the weighted average common shares outstanding during a period. Diluted (loss)/income per share from continuing operations is based on the treasury stock method and includes the dilutive effect of stock options and warrants outstanding during the period. As a result of the losses from continuing operations incurred by the Company for the nine months ended September 30, 2013 and 2012, the potentially dilutive common share equivalents have been excluded from the loss per share computation because their inclusion would have been anti-dilutive. The following table illustrates the computation of basic and diluted (loss)/income per share from continuing operations (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
NUMERATOR: | |||||||||||||||||
Net (loss)/income | $ | (385 | ) | $ | 121 | $ | (1,013 | ) | $ | (372 | ) | ||||||
Less: (loss)/income from discontinued operations | — | — | — | (9 | ) | ||||||||||||
Net (loss)/income from continuing operations | $ | (385 | ) | $ | 121 | $ | (1,013 | ) | $ | (363 | ) | ||||||
DENOMINATOR: | |||||||||||||||||
Basic weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 | |||||||||||||
Diluted weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 | |||||||||||||
Basic and diluted (loss)/income per share from continuing operations | $ | (0.04 | ) | $ | 0.01 | $ | (0.09 | ) | $ | (0.03 | ) | ||||||
The following table shows the common stock equivalents that were outstanding as of September 30, 2013 and 2012, respectively, but were not included in the computation of diluted earnings per share because the options’ or warrants’ exercise price was greater than the average market price of the common shares, and therefore, the effect would have been anti-dilutive: | |||||||||||||||||
Number of | Range of | ||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Per Share | |||||||||||||||||
Anti-dilutive common stock options: | |||||||||||||||||
As of September 30, 2013 | 353,614 | $0.55 – $7.50 | |||||||||||||||
As of September 30, 2012 | 513,000 | $1.31 – $7.50 | |||||||||||||||
Anti-dilutive common stock warrants: | |||||||||||||||||
As of September 30, 2013 | - | - | |||||||||||||||
As of September 30, 2012 | 8,000 | $ | 4.31 | ||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company derives revenues from sales of electronic devices and communications equipment products. The Company’s sales are based upon written agreements or purchase orders that identify the type and quantity of the items being purchased and the purchase price. | |||||||||||||||||
Communications equipment - The Company recognizes revenues from its communications equipment segment businesses based in France and the U.S. at the point of shipment of those products. An estimate of warranty cost is recorded at the time the revenue is recognized. Customer discounts are included in the product price list provided to the customer. Product returns are infrequent and require prior authorization because sales are final and the Company tests its products for quality, prior to shipment to ensure products meet the specifications of the binding purchase orders under which those products are shipped. Normally, when a customer requests and receives authorization to return a product, the request is accompanied by a purchase order for a repair or for a replacement product for which the customer pays. | |||||||||||||||||
Electronic devices- The Company’s subsidiaries in England comprise the electronic devices segment of the business. Revenue recognition for products provided by the Company’s electronic devices subsidiaries depends upon the type of contract involved. Engineering/design services contracts generally entail design and production of a prototype over a term of up to several years, with revenue deferred until recognized over the term of the contract on a percentage of completion basis. Production contracts provide for a specific quantity of products to be produced over a specific period of time. Customers issue binding purchase orders or enter into binding agreements for the products to be produced. The Company recognizes revenues on these orders as the products are shipped. Returns are infrequent and permitted only with prior authorization because these products are custom made to order based on binding purchase orders and are quality tested prior to shipment. Normally, these tests cover 100% of the units for dispatch. An estimate of warranty cost is recorded at the time revenue is recognized. The Company offers extended warranty contracts for an additional cost to its customers, which are recognized ratably over the term of the extended warranty contract. | |||||||||||||||||
Revenues from services such as repairs and modifications are recognized when the service is completed and invoiced. For repairs that involve shipment of a repaired product, the Company recognizes repair revenues when the product is shipped back to the customer. Service revenues contribute less than 5% of total revenue and, therefore, are not considered to be material to the overall financial results. | |||||||||||||||||
Foreign Currency Instruments | ' | ||||||||||||||||
Foreign Currency Instruments | |||||||||||||||||
The Company evaluates the impact of currency fluctuations on a periodic basis and, from time to time, participates in currency hedging activities when the need arises. There were no hedging instruments in place during or at the end of nine month period ended September 30, 2013. The Company currently uses foreign currency forward contracts, which do not meet hedge accounting requirements, to manage currency exposures related to foreign operation sales in U.S. dollars. These instruments are generally short-term in nature, with typical maturities of less than one year, and are subject to fluctuations in foreign exchange rates. The Company adjusts the value of the hedging instruments at the end of the reporting period to reflect the market value of the instrument. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Calculation of Numerator and Denominator in Earnings Per Share | ' | ||||||||||||||||
The following table illustrates the computation of basic and diluted (loss)/income per share from continuing operations (in thousands, except per share amounts): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
NUMERATOR: | |||||||||||||||||
Net (loss)/income | $ | (385 | ) | $ | 121 | $ | (1,013 | ) | $ | (372 | ) | ||||||
Less: (loss)/income from discontinued operations | — | — | — | (9 | ) | ||||||||||||
Net (loss)/income from continuing operations | $ | (385 | ) | $ | 121 | $ | (1,013 | ) | $ | (363 | ) | ||||||
DENOMINATOR: | |||||||||||||||||
Basic weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 | |||||||||||||
Diluted weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 | |||||||||||||
Basic and diluted (loss)/income per share from continuing operations | $ | (0.04 | ) | $ | 0.01 | $ | (0.09 | ) | $ | (0.03 | ) | ||||||
Computation of Diluted Earnings Per Share | ' | ||||||||||||||||
The following table shows the common stock equivalents that were outstanding as of September 30, 2013 and 2012, respectively, but were not included in the computation of diluted earnings per share because the options’ or warrants’ exercise price was greater than the average market price of the common shares, and therefore, the effect would have been anti-dilutive: | |||||||||||||||||
Number of | Range of | ||||||||||||||||
Shares | Exercise Price | ||||||||||||||||
Per Share | |||||||||||||||||
Anti-dilutive common stock options: | |||||||||||||||||
As of September 30, 2013 | 353,614 | $0.55 – $7.50 | |||||||||||||||
As of September 30, 2012 | 513,000 | $1.31 – $7.50 | |||||||||||||||
Anti-dilutive common stock warrants: | |||||||||||||||||
As of September 30, 2013 | - | - | |||||||||||||||
As of September 30, 2012 | 8,000 | $ | 4.31 |
Operating_Segments_Tables
Operating Segments (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Reconciliation of Segment Financial Data | ' | ||||||||||||||||
Selected financial data for each of the Company’s operating segments reconciled to the consolidated totals is shown below (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net sales | |||||||||||||||||
Electronic devices | $ | 4,905 | $ | 6,124 | $ | 15,050 | $ | 17,480 | |||||||||
Communications equipment | 1,722 | 2,111 | 7,365 | 6,894 | |||||||||||||
Total net sales | $ | 6,627 | $ | 8,235 | $ | 22,415 | $ | 24,374 | |||||||||
Operating (loss)/income | |||||||||||||||||
Electronic devices | $ | 679 | $ | 942 | $ | 1,666 | $ | 2,289 | |||||||||
Communications equipment | (232 | ) | (72 | ) | (166 | ) | (550 | ) | |||||||||
Corporate and other | (569 | ) | (654 | ) | (1,915 | ) | (2,289 | ) | |||||||||
Total operating (loss)/income | $ | (122 | ) | $ | 216 | $ | (415 | ) | $ | (550 | ) | ||||||
30-Sep-13 | December 31, 2012 | ||||||||||||||||
Total assets | |||||||||||||||||
Electronic devices | $ | 18,721 | $ | 17,222 | |||||||||||||
Communications equipment | 5,136 | 7,018 | |||||||||||||||
Corporate and other | 167 | 158 | |||||||||||||||
Total assets | $ | 24,024 | $ | 24,398 |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventories are stated net of reserves, at the lower of cost (first-in, first-out method) or market value (net realizable value) and consist of the following (in thousands): | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Gross Inventory | |||||||||
Raw materials | $ | 6,386 | $ | 6,369 | |||||
Work-in-process | 1,980 | 1,989 | |||||||
Finished goods | 2,880 | 3,361 | |||||||
Total gross inventories | $ | 11,246 | $ | 11,719 | |||||
Inventory Reserve | |||||||||
Raw materials | $ | 3,116 | $ | 2,986 | |||||
Work-in-process | 451 | 389 | |||||||
Finished goods | 1,105 | 1,089 | |||||||
Total reserve | $ | 4,672 | $ | 4,464 | |||||
Net Inventory | |||||||||
Raw materials | $ | 3,270 | $ | 3,383 | |||||
Work-in-process | 1,529 | 1,600 | |||||||
Finished goods | 1,775 | 2,272 | |||||||
Total net inventories | $ | 6,574 | $ | 7,255 |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Accounts, Notes, Loans and Financing Receivable, Unclassified [Abstract] | ' | ||||||||
Schedule of Doubtful Accounts Reserve | ' | ||||||||
The following table reflects the changes in the Company’s doubtful accounts reserve during the nine months ended September 30, (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at beginning of period | $ | 75 | $ | 123 | |||||
Additional provision for nine months | 16 | 5 | |||||||
Recoveries | (12 | ) | (33 | ) | |||||
Accounts receivable written off | (13 | ) | (19 | ) | |||||
Foreign currency translation | 2 | 1 | |||||||
Balance at end of period | $ | 68 | $ | 77 |
Goodwill_Tables
Goodwill (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Goodwill | ' | ||||||||
The following table reflects changes in goodwill balances for the nine months ended September 30, (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at December 31 | $ | 5,146 | 4,970 | ||||||
Foreign currency translation | 23 | 62 | |||||||
Balance at September 30 | $ | 5,169 | 5,032 |
Intangible_Assets_Other_Than_G1
Intangible Assets Other Than Goodwill (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Intangible Assets | ' | ||||||||
The following table reflects the changes in intangible asset (other than goodwill) balances, for the nine months ended September 30, (in thousands): | |||||||||
2013 | 2012 | ||||||||
Balance at December 31, | $ | 584 | 838 | ||||||
Amortization | (102 | ) | (102 | ) | |||||
Balance at September 30, | $ | 482 | 736 |
Financing_Arrangements_Tables
Financing Arrangements (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Financing Arrangements | ' | ||||||||
Schedule of Debt and Credit Facilities | ' | ||||||||
The Company has a variety of debt and credit facilities to satisfy the financing requirements of its operations and the countries within which it operates. These arrangements are tabulated below. | |||||||||
Lines of credit | 30-Sep-13 | 31-Dec-12 | |||||||
Lloyds TSB Commercial Finance | 885 | 37 | |||||||
FACTOCIC | 85 | 964 | |||||||
Bridge Bank | - | 121 | |||||||
Lines of credit | $ | 970 | $ | 1,122 | |||||
Long-term debt | 30-Sep-13 | 31-Dec-12 | |||||||
Lloyds TSB term loan | 755 | 928 | |||||||
Lloyds Mortgage | 2,224 | _ | |||||||
Promissory notes payable | 2,277 | 2,877 | |||||||
Capital leases obligations | 117 | 170 | |||||||
5,373 | 3,975 | ||||||||
Current portion of long-term debt | (991 | ) | (942 | ) | |||||
Long-term debt | $ | 4,382 | $ | 3,033 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Service revenue contributed, percentage | 5.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedule of Calculation of Numerator and Denominator in Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Accounting Policies [Abstract] | ' | ' | ' | ' |
Net (loss)/income | ($385) | $121 | ($1,013) | ($372) |
Less: (loss)/income from discontinued operations | ' | ' | ' | -9 |
(Loss)/Income from discontinued operations | ($385) | $121 | ($1,013) | ($363) |
Basic weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 |
Diluted weighted average common shares outstanding | 10,705 | 10,692 | 10,700 | 10,687 |
Basic and diluted (loss)/income per share from continuing operations | ($0.04) | $0.01 | ($0.09) | $0.03 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Computation of Diluted Earnings Per Share (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Anti-dilutive common stock options, Number of Shares | 353,614 | 513,000 |
Anti-dilutive common stock warrants, Number of Shares | ' | 8,000 |
Anti-dilutive common stock options, Range of Exercise Price Per Share | ' | ' |
Anti-dilutive common stock warrants, Range of Exercise Price Per Share | ' | $4.31 |
Minimum [Member] | ' | ' |
Anti-dilutive common stock options, Range of Exercise Price Per Share | $0.55 | $1.31 |
Maximum [Member] | ' | ' |
Anti-dilutive common stock options, Range of Exercise Price Per Share | $7.50 | $7.50 |
Liquidity_Details_Narrative
Liquidity (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 |
Lloyds TSB [Member] | |||
Long term bank facility | $970,000 | $1,122,000 | $2,200,000 |
Long-term debt and capital lease obligations | ' | ' | $2,300,000 |
Long-term debt and capital maturities, repayment date | ' | ' | 'December 2014 |
Discontinued_Operations_Detail
Discontinued Operations (Details Narrative) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 |
Test Product Line [Member] | |||
Loss on sale of discontinued operations | ' | ' | $9,000 |
Test equipment assets or liabilities | $0 | $0 | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' | ' |
Stock-based compensation expense | $1,500 | ' | $4,500 | ' |
Charges related to selling, general and administrative expenses | ' | 2,000 | ' | 11,000 |
Charges related stock based compensation | 4,000 | 0 | 19,000 | 0 |
Unrecognized compensation expense related to stock option grants | $0 | ' | $0 | ' |
Operating_Segments_Reconciliat
Operating Segments - Reconciliation of Segment Financial Data (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Net sales | $6,627 | $8,235 | $22,415 | $24,374 | ' |
Operating income (loss) | -122 | 216 | -415 | -550 | ' |
Total assets | 24,024 | ' | 24,024 | ' | 24,398 |
Electronic Devices [Member] | ' | ' | ' | ' | ' |
Net sales | 4,905 | 6,124 | 15,050 | 17,480 | ' |
Operating income (loss) | 679 | 942 | 1,666 | 2,289 | ' |
Total assets | 18,721 | ' | 18,721 | ' | 17,222 |
Communications Equipment [Member] | ' | ' | ' | ' | ' |
Net sales | 1,722 | 2,111 | 7,365 | 6,894 | ' |
Operating income (loss) | -232 | -72 | -166 | -550 | ' |
Total assets | 5,136 | ' | 5,136 | ' | 7,018 |
Corporate And Other [Member] | ' | ' | ' | ' | ' |
Operating income (loss) | -569 | -654 | -1,915 | -2,289 | ' |
Total assets | $167 | ' | $167 | ' | $158 |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventory (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $6,386 | $6,369 |
Work-in-process | 1,980 | 1,989 |
Finished goods | 2,880 | 3,361 |
Total gross inventories | 11,246 | 11,719 |
Raw materials | 3,116 | 2,986 |
Work-in-process | 451 | 389 |
Finished goods | 1,105 | 1,089 |
Total reserve | 4,672 | 4,464 |
Raw materials | 3,270 | 3,383 |
Work-in-process | 1,529 | 1,600 |
Finished goods | 1,775 | 2,272 |
Total net inventories | $6,574 | $7,255 |
Accounts_Receivable_Details_Na
Accounts Receivable (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Customer One [Member] | Customer One [Member] | |||||
Total sales percentage | ' | ' | ' | ' | 39.00% | 24.00% |
Percentage of accounts receivable | ' | ' | ' | ' | ' | 9.80% |
Net sales customer percentage | ' | ' | ' | ' | ' | ' |
No single customer represented ten percent or more of the Company’s total net sales during the three or nine months ended September 30, 2012. | No single customer represented ten percent or more of the Company’s total net sales during the three or nine months ended September 30, 2012. | |||||
Net accounts receivable description | ' | ' | ' | ' | ' | ' |
There was no single customer that accounted for more than ten percent of the net accounts receivable at December 31, 2012. | ||||||
Doubtful debts charge against income | ' | ' | $17,000 | $9,000 | ' | ' |
Accounts_Receivable_Schedule_o
Accounts Receivable - Schedule of Doubtful Accounts Reserve (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Accounts, Notes, Loans and Financing Receivable, Unclassified [Abstract] | ' | ' |
Balance | $75 | $123 |
Additional provision for nine months | 16 | 5 |
Recoveries | -12 | -33 |
Accounts receivable written off | -13 | -19 |
Foreign currency translation | 2 | 1 |
Balance | $68 | $77 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details Narrative) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
USD ($) | USD ($) | USD ($) | USD ($) | Minimum [Member] | Maximum [Member] | GBP [Member] | Lloyds TSB Commercial Finance [Member] | |
GBP (£) | USD ($) | |||||||
Cost of property | ' | ' | $2,900,000 | ' | ' | ' | £ 1,800,000 | ' |
Mortgage loan | ' | ' | ' | ' | ' | ' | 1,400,000 | 2,300,000 |
Mortgage loan interest rate | ' | ' | ' | ' | ' | ' | ' | 4.80% |
Mortgage loan maturity period | ' | ' | ' | ' | '15 years | '20 years | ' | ' |
Additional purchase amount | 600,000 | ' | 600,000 | ' | ' | ' | ' | ' |
Depreciation charges | $118,000,000,000 | $104,000,000,000 | $356,000,000,000 | $307,000,000,000 | ' | ' | ' | ' |
Goodwill_Schedule_of_Goodwill_
Goodwill - Schedule of Goodwill (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning balance | $5,146 | $4,970 |
Foreign currency translation | 23 | 62 |
Ending balance | $5,169 | $5,032 |
Intangible_Assets_Other_Than_G2
Intangible Assets Other Than Goodwill (Details Narrative) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Intangible Assets Other Than Goodwill Details Narrative | ' | ' | ' | ' |
Amortization charge | $34,000 | $34,000 | $102,000 | $102,000 |
Intangible_Assets_Other_Than_G3
Intangible Assets Other Than Goodwill - Schedule of Intangible Assets (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning Balance | $584 | $838 |
Amortization | -102 | -102 |
Ending Balance | $482 | $736 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Income tax expense benefits | $12,000 | ($160,000) | $22,000 | ($220,000) | ($398,000) | ' |
Income credits | 90,000 | ' | ' | ' | ' | ' |
Federal net operating carry-forward loss | ' | ' | ' | ' | ' | 145,000 |
Operating loss carry-forward, expiration date | ' | ' | '2042 | ' | ' | ' |
Recognized income tax, interest or penalties during period | ' | ' | 0 | ' | 0 | ' |
Income tax, interest or penalties accrual | 0 | ' | 0 | 0 | ' | ' |
Undistributed earnings, domestic | $1,000,000 | ' | $1,000,000 | $1,000,000 | ' | ' |
United Kingdom [Member] | ' | ' | ' | ' | ' | ' |
Statutory federal income tax rate | ' | ' | ' | 23.25% | ' | ' |
France [Member] | ' | ' | ' | ' | ' | ' |
Statutory federal income tax rate | ' | ' | ' | 33.00% | ' | ' |
Financing_Arrangements_Details
Financing Arrangements (Details Narrative) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 15, 2013 | Jan. 15, 2013 | Nov. 01, 2012 | 30-May-08 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Aug. 31, 2010 | Sep. 20, 2010 | Sep. 30, 2013 | Nov. 15, 2010 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Aug. 02, 2011 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 04, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Mar. 04, 2013 |
USD ($) | USD ($) | Promissory Notes Payable [Member] | Promissory Notes Payable [Member] | Promissory Notes Payable [Member] | Promissory Notes Payable [Member] | Promissory Notes Payable [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Lloyds TSB Commercial Finance [Member] | Lloyds TSB Commercial Finance [Member] | FACTOCIC [Member] | FACTOCIC [Member] | Bridge Bank [Member] | Bridge Bank [Member] | Lloyds TSB Term Loan [Member] | Lloyds TSB Term Loan [Member] | Lloyds TSB Term Loan [Member] | Lloyds TSB Term Loan [Member] | Lloyds Term Loan [Member] | Lloyds Term Loan [Member] | Lloyds Term Loan [Member] | Lloyds Term Loan [Member] | Lloyds Bank Mortgage [Member] | Lloyds Bank Mortgage [Member] | Lloyds Bank Mortgage [Member] | Lloyds Bank Mortgage [Member] | Lloyds Bank Mortgage [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | USD ($) | USD ($) | GBP (£) | USD ($) | USD ($) | GBP (£) | USD ($) | GBP [Member] | GBP [Member] | GBP [Member] | USD ($) | GBP (£) | GBP [Member] | GBP [Member] | |||||||
USD ($) | GBP (£) | GBP (£) | GBP (£) | GBP (£) | ||||||||||||||||||||||||
Line of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,200,000 | £ 2,750,000 | ' | ' | $800,000 | ' | ' | ' | ' | £ 750,000 | ' | ' | ' | ' | $2,100,000 | ' | ' | ' | £ 1,400,000 |
Percentage of advance rate for line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88.00% | 90.00% | ' | 80.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount percentage on line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service fees percentage for line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of bear LIBOR floor rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of bear LIBOR rate plus | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding borrowings | ' | ' | ' | ' | ' | ' | 2,277,000 | ' | ' | 885,000 | ' | ' | 85,000 | ' | 0 | ' | 755,000 | ' | ' | ' | ' | 467,000 | ' | 2,200,000 | ' | ' | ' | ' |
EURIBOR initial interest percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EURIBOR plus interest percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of bank prime interest rate | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prime Rate plus interest percentage | ' | ' | ' | ' | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Promissory notes payable maturity date | ' | ' | ' | ' | 15-Dec-14 | 31-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of principal amount relating to notes payable | ' | ' | 300,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Escrow deposit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan considered as Noncurrent Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 405,000 | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' |
Mortgage repayable period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' | ' |
Mortgage repayeble period at fixed interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.75% | ' | ' | ' | ' | ' | 4.80% | ' | ' | ' |
Monthly repayments of principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000 | 12,500 | ' | ' | ' | ' | ' | ' | ' |
Debt covenant, required minimum net worth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt covenant, miminum annual increase in net worth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of net worth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' | ' | ' |
Minimum net worth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,300,000 | ' | 5,100,000 | 4,776,000 | ' |
Annual retained profits minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' |
Minimum amount of retained earnings not to follow | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | 300,000 | ' |
Profit from net worth of loan agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Property value | 3,868,000 | 973,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' |
Capitalized lease obligations interest rate minimum | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized lease obligations interest rate maximum | ' | ' | ' | ' | ' | ' | ' | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital lease obligation | ' | ' | ' | ' | ' | ' | ' | 117,000 | 170,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable, outstanding principal amount | ' | ' | ' | ' | ' | ' | $1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Schedule_of_Debt_and_Credit_Fa
Schedule of Debt and Credit Facilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Lines of credit | $970,000 | $1,122,000 |
Long term debt, gross | 5,373,000 | 3,975,000 |
Current portion of long-term debt | -991,000 | -942,000 |
Long-term debt | 4,382,000 | 3,033,000 |
Lloyds Term Loan [Member] | ' | ' |
Long term debt, gross | 755,000 | 928,000 |
Lloyds Mortgage [Member] | ' | ' |
Long term debt, gross | 2,224,000 | ' |
Promissory Notes Payable [Member] | ' | ' |
Long term debt, gross | 2,277,000 | 2,877,000 |
Capital Lease Obligations [Member] | ' | ' |
Long term debt, gross | 117,000 | 170,000 |
FACTOCIC [Member] | ' | ' |
Lines of credit | 85,000 | ' |
Bridge Bank [Member] | ' | ' |
Lines of credit | ' | ' |
Lloyds TSB Commercial Finance [Member] | ' | ' |
Lines of credit | 885,000 | 37,000 |
FACTOCIC [Member] | ' | ' |
Lines of credit | ' | 964,000 |
Bridge Bank [Member] | ' | ' |
Lines of credit | ' | $121,000 |
Casualty_Loss_Details_Narrativ
Casualty Loss (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2012 | Jul. 31, 2012 | Sep. 30, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2011 | |
EUR (€) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | |
Casualty Loss | ' | ' | ' | ' | ' | ' | ' | ' |
Insurance income on assets | ' | ' | ' | ' | ' | ' | ' | $300,000 |
Insurance recoveries | ' | ' | 0 | 121,000 | 90,000 | 0 | ' | ' |
Proceeds from insurance settlement, operating activities | ' | ' | ' | 114,000 | 86,000 | ' | ' | ' |
Amount received from insurance settlements | 250,000 | 331,000 | ' | ' | ' | ' | ' | ' |
Additional amount of insurance recoveries | 139,000 | 175,000 | ' | ' | ' | ' | ' | ' |
Insurance settlement benefit | ' | ' | ' | ' | ' | ' | $473,000 | ' |