Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 15-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'EMRISE Corp | ' |
Entity Central Index Key | '0000854852 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 10,719,337 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $2,685 | $1,170 |
Accounts receivable, net of allowances for doubtful accounts of $68 at March 31, 2014 and $70 at December 31, 2013 | 6,983 | 7,435 |
Inventories | 6,761 | 6,357 |
Current deferred tax assets | 83 | 46 |
Prepaid and other current assets | 664 | 897 |
Total current assets | 17,176 | 15,905 |
Property, plant and equipment, net | 4,548 | 4,475 |
Goodwill | 5,325 | 5,283 |
Intangible assets other than goodwill, net | 426 | 457 |
Deferred tax assets | 33 | 53 |
Other assets | 258 | 286 |
Total assets | 27,766 | 26,459 |
Current liabilities: | ' | ' |
Accounts payable | 3,244 | 3,210 |
Accrued expenses | 4,447 | 4,259 |
Lines of credit | 2,673 | 1,196 |
Current portion of long-term debt | 2,444 | 2,672 |
Income taxes payable | 22 | 36 |
Other current liabilities | 262 | 261 |
Total current liabilities | 13,092 | 11,265 |
Long-term debt | 3,198 | 2,664 |
Deferred income taxes | 28 | 17 |
Other liabilities | 969 | 992 |
Total liabilities | 17,287 | 15,298 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.01 par value. Authorized 10,000,000 shares, no shares issued or outstanding | ' | ' |
Common stock, $0.0033 par value. Authorized 75,000,000 shares; 10,719,337 and 10,713,337 issued and outstanding at March 31, 2014 and December 31, 2013 respectively. | 128 | 128 |
Additional paid-in capital | 44,210 | 44,205 |
Accumulated deficit | -32,709 | -31,924 |
Accumulated other comprehensive loss | -1,150 | -1,248 |
Total stockholders' equity | 10,479 | 11,161 |
Total liabilities and stockholders' equity | $27,766 | $26,459 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Allowance for doubtful accounts | $68 | $70 |
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 | 10,719,337 | 10,713,337 |
Common stock, shares outstanding | 10,719,337 | 10,713,337 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Net sales | $7,757 | $7,691 |
Cost of sales | 5,758 | 5,414 |
Gross profit | 1,999 | 2,277 |
Operating expenses: | ' | ' |
Selling, general and administrative | 2,335 | 2,350 |
Engineering and product development | 316 | 295 |
Total operating expenses | 2,651 | 2,645 |
Loss from operations | -652 | -368 |
Other income (expense): | ' | ' |
Interest income | 34 | 21 |
Interest expense | -136 | -118 |
Other, net | -9 | -103 |
Total other expense, net | -111 | 6 |
Loss before income taxes | -763 | -362 |
Income tax provision | 22 | 166 |
Net Loss | -785 | -528 |
Foreign currency translation adjustment | 98 | -689 |
Comprehensive loss | ($687) | ($1,217) |
Weighted average shares outstanding Basic and diluted | 10,715 | 10,698 |
Loss per share: | ' | ' |
Basic and Diluted | ($0.07) | ($0.05) |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($785) | ($528) |
Reconciliation to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 141 | 115 |
Loss on sale of property, plant & equipment | ' | 3 |
Provision for doubtful accounts | 12 | 28 |
Provision for warranty reserve | 188 | 50 |
Provision for inventory reserve | 59 | 236 |
Provision for income taxes | -6 | 109 |
Stock-based expense | 5 | ' |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 1,090 | -585 |
Inventories | -566 | 317 |
Prepaid and other assets | -350 | 863 |
Accounts payable and accrued expenses | 94 | 716 |
Operating cash flow (used in) provided by operating activities | -118 | 1,324 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchases of property, plant and equipment | -148 | -2,976 |
Net cash used in investing activities | -148 | -2,976 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Building loan and mortgage | ' | 2,124 |
Net borrowings from lines of credit | 1,467 | -337 |
Proceeds of loan from BPIFrance and capital leases | 685 | ' |
Repayments of current portion of long-term debt | -407 | -394 |
Financing cash flow provided by financing activities | 1,745 | 1,393 |
Effect of exchange rate changes on cash | 36 | -181 |
Net increase (decrease) in cash and cash equivalents | 1,515 | -440 |
Cash and cash equivalents at beginning of period | 1,170 | 1,519 |
Cash and cash equivalents at end of period | 2,685 | 1,079 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ' | ' |
Interest | 136 | 118 |
Income taxes | 148 | 108 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Acquisition of equipment through capital leases | $410 | $53 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 currently 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 both the United States and France. | |||||||||
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 March 31, 2014 and the results of operations and cash flows for the related interim periods ended March 31, 2014, and 2013. 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, 2013, as filed with the SEC on April 15, 2014. | |||||||||
Comprehensive Loss | |||||||||
Comprehensive loss includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders. Other comprehensive income (loss) refers to revenues, expenses, gains and losses that, under GAAP, are included in comprehensive loss, but excluded from net income (loss), as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive income (loss) 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 two years for 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 per Share from Continuing Operations | |||||||||
Basic loss per share from continuing operations is computed by dividing net loss from continuing operations by the weighted average common shares outstanding during a period. Diluted loss 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. Common share equivalents have been excluded where their inclusion would be anti-dilutive. As a result of the losses from continuing operations incurred by the Company for the three months ended March 31, 2014 and 2013, the potentially dilutive common shares 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 per share from continuing operations (in thousands, except per share amounts): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
NUMERATOR: | |||||||||
Net loss | $ | (785 | ) | $ | (528 | ) | |||
DENOMINATOR: | |||||||||
Basic weighted average common shares outstanding | 10,715 | 10,668 | |||||||
Diluted weighted average common shares outstanding | 10,715 | 10,668 | |||||||
Basic and diluted loss per share | $ | (0.07 | ) | $ | (0.05 | ) | |||
The following table shows the common stock equivalents that were outstanding as of March 31, 2014 and 2013, 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 March 31, 2014 | 309,342 | $0.55 – $7.50 | |||||||
As of March 31, 2013 | 402,282 | $0.55 – $7.50 | |||||||
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 business segment 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 and services provided by the Company’s subsidiaries in England 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 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. 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 considered to be immaterial to 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. 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 | 3 Months Ended |
Mar. 31, 2014 | |
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 Bank which extends to April 2017 and a 20 year loan and related mortgage of $2.25 million also with Lloyds Bank. The UK term loan from Lloyds Bank has a covenant that links to the net worth of the UK subsidiaries of the Company. Further details of these borrowings are set out below. |
StockBased_Compensation
Stock-Based Compensation | 3 Months Ended | ||
Mar. 31, 2014 | |||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||
Stock-Based Compensation | ' | ||
NOTE 3 — 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, 2013: | |||
● | Amended and Restated 2000 Stock Option Plan; and | ||
● | 2007 Stock Incentive Plan. | ||
The Company’s board of directors (the “Board”) does not intend to issue any additional options under the Amended and Restated 2000 Stock Option Plan. | |||
Total stock-based compensation expense included in wages, salaries and related costs was $5,000 for the three months ended March 31, 2014 and $3,000 for the three months ended March 31, 2013. These compensation expenses were charged to selling, general and administrative expenses. As of March 31, 2014, the Company had no unrecognized compensation expense related to stock option grants. At March 31, 2013, the unrecognized compensation expense was $16,000. | |||
No restricted stock was awarded under the 2007 Stock Incentive Plan to the members of the Board during the period. |
Operating_Segments
Operating Segments | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Operating Segments | ' | ||||||||
NOTE 4 — 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 sell 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 | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | |||||||||
Electronic devices | $ | 5,162 | $ | 5,509 | |||||
Communications equipment | 2,595 | 2,182 | |||||||
Total net sales | $ | 7,757 | $ | 7,691 | |||||
Operating income (loss) | |||||||||
Electronic devices | $ | 180 | $ | 625 | |||||
Communications equipment | 23 | (256 | ) | ||||||
Corporate and other | (855 | ) | (737 | ) | |||||
Total operating income (loss) | $ | (652 | ) | $ | (368 | ) | |||
March 31, 2014 | December 31, 2013 | ||||||||
Total assets | |||||||||
Electronic devices | $ | 19,356 | $ | 20,134 | |||||
Communications equipment | 6,183 | 6,266 | |||||||
Corporate and other | 2,227 | 59 | |||||||
Total assets | $ | 27,766 | $ | 26,459 |
Accounts_Receivable
Accounts Receivable | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Accounts Receivable | ' | ||||||||
NOTE 5 — 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 uncollectible 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. Two customers accounted for 11.0% and 10.3% of total sales in the quarter to March 31, 2014, and these two customers accounted for $1,089,000 of accounts receivable at the period end. At May 12, 2014, $499,000 of this sum had been received since the period end; this payment schedule is in accordance with the Company’s normal terms of business with these customers. The same two customers each represented ten percent or more of the Company’s total net sales during three months ended March 31, 2013. | |||||||||
The following table reflects the changes in the Company’s doubtful accounts reserve during the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Balance at December 31, | $ | 70 | 75 | ||||||
Additional reserve for three months | 12 | 1 | |||||||
Recoveries | (14 | ) | - | ||||||
Accounts receivable written off | - | (6 | ) | ||||||
Foreign currency translation | - | (3 | ) | ||||||
Balance at March 31, | $ | 68 | 67 |
Inventories
Inventories | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
NOTE 6 — INVENTORIES | |||||||||
Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value) and consisted of the following (in thousands): | |||||||||
31-Mar-14 | December 31, 2013 | ||||||||
Gross Inventory | |||||||||
Raw materials | $ | 6,656 | $ | 6,697 | |||||
Work-in-process | 1,928 | 1,553 | |||||||
Finished goods | 3,204 | 2,799 | |||||||
Total gross inventories | $ | 11,788 | $ | 11,049 | |||||
Inventory Reserve | |||||||||
Raw materials | $ | 3,099 | $ | 3,150 | |||||
Work-in-process | 504 | 431 | |||||||
Finished goods | 1,161 | 1,111 | |||||||
Total reserve | $ | 4,764 | $ | 4,692 | |||||
Net Inventory | |||||||||
Raw materials | $ | 3,557 | $ | 3,547 | |||||
Work-in-process | 1,424 | 1,122 | |||||||
Finished goods | 2,043 | 1,688 | |||||||
Total net inventories | $ | 7,024 | $ | 6,357 |
Property_Plant_and_Equipment
Property, Plant and Equipment | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment | ' | ||||||||
NOTE 7 — PROPERTY, PLANT AND EQUIPMENT | |||||||||
Property, plant and equipment consisted of the following, (in thousands): | |||||||||
31-Mar-14 | December 31, 2013 | ||||||||
Land and buildings | $ | 3,425 | $ | 3,401 | |||||
Machinery, equipment and fixtures | 3,550 | 3,407 | |||||||
Leasehold improvements | 770 | 731 | |||||||
7,745 | 7,539 | ||||||||
Accumulated depreciation and amortization | (3,197 | ) | (3,064 | ) | |||||
Total property, plant and equipment | $ | 4,548 | $ | 4,475 | |||||
The Company recorded depreciation expense associated with its property, plant and equipment of $0.1 million and $0.1 million for the three months ended March 31, 2014 and 2013, respectively. |
Goodwill
Goodwill | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Goodwill | ' | ||||||||
NOTE 8 — GOODWILL | |||||||||
The following table reflects changes in goodwill balances for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Balance at December 31, | $ | 5,283 | 5,146 | ||||||
Foreign currency translation | 42 | (233 | ) | ||||||
Balance at March 31, | $ | 5,325 | 4,913 | ||||||
The goodwill all relates to the electronic devices segment of the business. |
Intangible_Assets_Other_Than_G
Intangible Assets Other Than Goodwill | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Intangible Assets Other Than Goodwill | ' | ||||||||
NOTE 9 — INTANGIBLE ASSETS OTHER THAN GOODWILL | |||||||||
The following table reflects changes in intangible assets (other than goodwill), balances for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Balance at December 31, | $ | 457 | 584 | ||||||
Amortization | (34 | ) | (34 | ) | |||||
Foreign currency translation | 3 | (23 | ) | ||||||
Balance at March 31, | $ | 426 | 527 | ||||||
The intangible assets constitute trademarks, trade names and technology acquired. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
NOTE 10 — 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 files 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% 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 in the period. The tax charges in the three months ended March 31, 2014 and the three months ended March 31, 2013, are entirely attributable to the taxable profits generated by the Company’s U.K. subsidiaries. In the three months ended March 31, 2014, the UK subsidiaries generated a profit after interest of less than $0.1 million. The first quarter profits generated in the UK in 2013 were $0.6 million. | |
The Company’s business is subject to regulation under a wide variety of United States federal, state and foreign tax laws, regulations and policies. The majority of the Company’s foreign subsidiaries have earnings and profits that are reinvested indefinitely. However, the foreign subsidiaries have previously issued guarantees on a financing agreement held by the Company and, as a result, under Internal Revenue Code Section 956, have been deemed to have distributed these earnings to fund U.S. operations. This has resulted in U.S. federal taxable income and an increase in U.S. tax liability, which has been reduced through utilization of available net operating loss carry-forwards and foreign tax credits. The Company has utilized a significant portion of its net operating losses available to be carried forward into future periods and, as a result, income from operations and/or gain on sales of assets could result in tax obligations. | |
As of March 31, 2014, the Company had not recorded any net unrecognized tax benefits. The Company currently has no 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 ended March 31, 2014. As of March 31, 2014, the Company had no accrual for interest or penalties. | |
The Company is no longer subject to United States federal and state tax examinations for years before 2009 and 2008 respectively, and is no longer subject to tax examinations for the United Kingdom for years prior to 2011, and for France for years prior to 2009. |
Financing_Arrangements
Financing Arrangements | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt | ' | ||||||||
NOTE 11 — 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. | |||||||||
All amounts are in $ thousands | |||||||||
31-Mar-14 | 31-Dec-13 | ||||||||
Lines of credit | |||||||||
Lloyds TSB Commercial Finance | 1,893 | 443 | |||||||
FACTOCIC | 780 | 753 | |||||||
Lines of credit | $ | 2,673 | $ | 1,196 | |||||
31-Mar-14 | 31-Dec-13 | ||||||||
Long-term debt | |||||||||
Lloyds term loan | 654 | 711 | |||||||
Lloyds Mortgage | 2,254 | 2,255 | |||||||
BPIFrance loan | 275 | - | |||||||
Promissory Notes payable | 1,977 | 2,277 | |||||||
Capital lease obligations | 482 | 93 | |||||||
5,642 | 5,336 | ||||||||
Current portion of long-term debt | (2,444 | ) | (2,672 | ) | |||||
Long-term debt | $ | 3,198 | $ | 2,664 | |||||
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 March 31, 2014), 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 (currently 0.5%) plus 2.5% on the outstanding balance which is paid monthly. As of March 31, 2014, outstanding borrowings under the Receivable Finance Agreements were $1,894,000. | |||||||||
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%. As of March 31, 2014, CXR AJ had $780,000 of outstanding borrowings under the CIC Agreement. | |||||||||
Promissory Notes Payable | |||||||||
The promissory notes were amended subordinated contingent promissory notes, which were issued to former owners of ACC in May 2008 and were originally scheduled to mature on August 31, 2013. The notes were subordinated to a term loan from Lloyds Bank described below. Since the date of issuance, the terms of the notes were amended numerous times, most recently, effective November 1, 2012 (the “Amended Subordinated Contingent Notes”). The Amended Subordinated Contingent Notes bore interest at the prime rate as reported in The Wall Street Journal plus 4% (previously prime rate plus 1%) and were scheduled to mature on December 15, 2014 (the “Maturity Date”) (previously August 31, 2013). Subsequent to December 31, 2013, the payment of principal of $300,000, due on March 15, 2014, was paid on schedule and the balance of the principal and accrued interest was paid on April 7, 2014. | |||||||||
Lloyds TSB Term Loan | |||||||||
On August 2, 2011, EMRISE Electronics Limited (“EEL”), a wholly-owned subsidiary of the Company, entered into an agreement for a term loan with Lloyds TSB Bank plc (“Lloyds Bank”) in the amount of £750,000 (“Lloyds Term Loan”). As of December 31, 2013, £431,000 ($711,000 based on the exchange rate at December 31, 2013) was outstanding under the Lloyds Term Loan. At March 31, 2014, the balance outstanding under the loan was $654,000. On April 1, 2014, the Company replaced this loan with a new three year loan with Lloyds Bank of £1.1 million (approximately $1.8 million, using the exchange rate at March 31, 2014). The loan carries a fixed rate of interest of 6.6% per annum and includes a covenant which requires the net worth of EEL, after deducting inter-company balances, to not fall below £2 million (approximately $3.3 million using the exchange rate at March 31, 2014). The value of this net worth covenant increases by approximately $400,000 each calendar year. | |||||||||
BPIFrance Loan | |||||||||
In March 2014, CXR AJ, the Company’s French operating subsidiary, was granted an innovation loan by BPIFrance. The loan is for 200,000 euros (approximately $275,000 using the exchange rate at March 31, 2014) and is specifically for the development of new products and processes. The loan is repayable in 20 quarterly instalments of $13,750 starting in December 2016. The loan is interest free. | |||||||||
Lloyds Bank Loan and Mortgage | |||||||||
On March 4, 2013, the Company entered into a loan agreement with Lloyds Bank for the sum of £1.4 million (approximately $2.3 million at the rate of exchange on March 31, 2014) to purchase the property occupied by Pascall. This loan, which is secured by a mortgage over the property, 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 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 $7,950,000 and $500,000 using the exchange rate at March 31, 2014). At December 31, 2013, the net worth of EEL, as defined by the loan agreement, was £6,100,000 and the profit for the year ended December 31, 2013 was £685,000 (approximately $1.1 million using the exchange rate at March 31, 2014). The loan is secured by a fixed lien over the property and any fixed plant and machinery within the building. As of March 31, 2014, the loan balance outstanding was $2.25 million and the property has a carrying value of $3.2 million. At December 31, 2013, the loan balance was $2.3 million and the carrying value of the property was $3.1 million. | |||||||||
Capital Leases | |||||||||
The Company has capital leases relating to capital equipment. The leases generally contain purchase options and expire at various dates through January 31, 2019. 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. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2014 | |
Fair Value Disclosures [Abstract] | ' |
Fair Value Measurements | ' |
NOTE 12 — 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. | |
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 March 31, 2014, 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. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
NOTE 13 — SUBSEQUENT EVENTS | |
As noted above, on April 7, 2014, the Company repaid the outstanding balance due under the Amended Subordinated Contingent Notes to the value of $1.977 million and a new, fixed interest rate, three year term loan from Lloyds Bank was negotiated and drawn down on April 1, 2014. | |
The new loan facility from Lloyds Bank was signed on March 28, 2014 and net new cash of $1.1 million was drawn down on April 1, 2014. This loan replaced the existing term loan from Lloyds Bank, which at the time it was replaced had a balance of approximately $0.7 million outstanding. The new term loan was for approximately $1.8 million increasing the Company’s borrowing capacity by approximately $1.1 million. The new loan has a fixed interest rate of 6.6% and repayments of capital are due over 36 equal monthly installments. This new loan replaced existing cash which was used to repay the Amended Subordinated Contingent Notes to a value of $1.977 million. Such notes were scheduled for repayment in December 2014 but the new loan enabled the Company to repay the notes early without penalty on April 7, 2014. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 the United States and France. | |||||||||
Basis of Presentation | ' | ||||||||
Basis of Presentation | |||||||||
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and each of its subsidiaries, after elimination of intercompany accounts and transactions. | |||||||||
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 Halcyon product line of telecommunications test equipment (the “Test Product Line”). The Test Product Line was classified within the communications equipment segment. The accompanying financial statements include the Test Product Line as a discontinued operation for all periods presented. | |||||||||
Comprehensive Loss | ' | ||||||||
Comprehensive Income/Loss | |||||||||
Comprehensive income/loss includes all changes in equity during a period except those that resulted from investments by or distributions to the Company’s stockholders. Other comprehensive income refers to revenues, expenses, gains and losses that, under GAAP, are included in comprehensive income, but excluded from net income/loss as these amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s other comprehensive 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 two years for 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 per Share from Continuing Operations | ' | ||||||||
Loss per Share from Continuing Operations | |||||||||
Basic loss per share from continuing operations is computed by dividing net loss from continuing operations by the weighted average common shares outstanding during a period. Diluted loss 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. Common share equivalents have been excluded where their inclusion would be anti-dilutive. As a result of the losses from continuing operations incurred by the Company for the three months ended March 31, 2014 and 2013, the potentially dilutive common shares 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 per share from continuing operations (in thousands, except per share amounts): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
NUMERATOR: | |||||||||
Net loss | $ | (785 | ) | $ | (528 | ) | |||
DENOMINATOR: | |||||||||
Basic weighted average common shares outstanding | 10,715 | 10,668 | |||||||
Diluted weighted average common shares outstanding | 10,715 | 10,668 | |||||||
Basic and diluted loss per share | $ | (0.07 | ) | $ | (0.05 | ) | |||
The following table shows the common stock equivalents that were outstanding as of March 31, 2014 and 2013, 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 March 31, 2014 | 309,342 | $0.55 – $7.50 | |||||||
As of March 31, 2013 | 402,282 | $0.55 – $7.50 | |||||||
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 business segment 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 and services provided by the Company’s subsidiaries in England 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 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. 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 considered to be immaterial to overall financial results. | |||||||||
Foreign Currency Transactions | ' | ||||||||
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. 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) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Computation of Basic and Diluted Loss per Share from Continuing Operations | ' | ||||||||
The following table illustrates the computation of basic and diluted loss per share from continuing operations (in thousands, except per share amounts): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
NUMERATOR: | |||||||||
Net loss | $ | (785 | ) | $ | (528 | ) | |||
DENOMINATOR: | |||||||||
Basic weighted average common shares outstanding | 10,715 | 10,668 | |||||||
Diluted weighted average common shares outstanding | 10,715 | 10,668 | |||||||
Basic and diluted loss per share | $ | (0.07 | ) | $ | (0.05 | ) |
Operating_Segments_Tables
Operating Segments (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
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 | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Net sales | |||||||||
Electronic devices | $ | 5,162 | $ | 5,509 | |||||
Communications equipment | 2,595 | 2,182 | |||||||
Total net sales | $ | 7,757 | $ | 7,691 | |||||
Operating income (loss) | |||||||||
Electronic devices | $ | 180 | $ | 625 | |||||
Communications equipment | 23 | (256 | ) | ||||||
Corporate and other | (855 | ) | (737 | ) | |||||
Total operating income (loss) | $ | (652 | ) | $ | (368 | ) | |||
March 31, 2014 | December 31, 2013 | ||||||||
Total assets | |||||||||
Electronic devices | $ | 19,356 | $ | 20,134 | |||||
Communications equipment | 6,183 | 6,266 | |||||||
Corporate and other | 2,227 | 59 | |||||||
Total assets | $ | 27,766 | $ | 26,459 |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory | ' | ||||||||
Inventories are stated at the lower of cost (first-in, first-out method) or market (net realizable value) and consisted of the following (in thousands): | |||||||||
31-Mar-14 | December 31, 2013 | ||||||||
Gross Inventory | |||||||||
Raw materials | $ | 6,656 | $ | 6,697 | |||||
Work-in-process | 1,928 | 1,553 | |||||||
Finished goods | 3,204 | 2,799 | |||||||
Total gross inventories | $ | 11,788 | $ | 11,049 | |||||
Inventory Reserve | |||||||||
Raw materials | $ | 3,099 | $ | 3,150 | |||||
Work-in-process | 504 | 431 | |||||||
Finished goods | 1,161 | 1,111 | |||||||
Total reserve | $ | 4,764 | $ | 4,692 | |||||
Net Inventory | |||||||||
Raw materials | $ | 3,557 | $ | 3,547 | |||||
Work-in-process | 1,424 | 1,122 | |||||||
Finished goods | 2,043 | 1,688 | |||||||
Total net inventories | $ | 7,024 | $ | 6,357 |
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Summary of Property, Plant and Equipment | ' | ||||||||
Property, plant and equipment consisted of the following, (in thousands): | |||||||||
31-Mar-14 | December 31, 2013 | ||||||||
Land and buildings | $ | 3,425 | $ | 3,401 | |||||
Machinery, equipment and fixtures | 3,550 | 3,407 | |||||||
Leasehold improvements | 770 | 731 | |||||||
7,745 | 7,539 | ||||||||
Accumulated depreciation and amortization | (3,197 | ) | (3,064 | ) | |||||
Total property, plant and equipment | $ | 4,548 | $ | 4,475 |
Intangible_Assets_Other_Than_G1
Intangible Assets Other Than Goodwill (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||
Schedule of Intangible Assets | ' | ||||||||
The following table reflects changes in intangible assets (other than goodwill), balances for the three months ended March 31, 2014 and 2013 (in thousands): | |||||||||
2014 | 2013 | ||||||||
Balance at December 31, | $ | 457 | 584 | ||||||
Amortization | (34 | ) | (34 | ) | |||||
Foreign currency translation | 3 | (23 | ) | ||||||
Balance at March 31, | $ | 426 | 527 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Policies [Abstract] | ' |
Product warranty, limited parts and labor warranty, period | '1 year |
Product warranty, limited parts and labor warranty on communications test instruments and network access products, period | '2 years |
Service revenue contributed, percentage | 5.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Computation of Basic and Diluted Loss per Share from Continuing Operations (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share [Abstract] | ' | ' |
Net loss | ($785) | ($528) |
Basic weighted average common shares outstanding | 10,715 | 10,688 |
Diluted weighted average common shares outstanding | 10,715 | 10,688 |
Basic and diluted loss per share | ($0.07) | ($0.05) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Anti-dilutive common stock options, Number of Shares | 351,000 | 402,282 |
Maximum [Member] | ' | ' |
Anti-dilutive common stock options, Range of Exercise Price Per Share | 0.55 | 7.5 |
Minimum [Member] | ' | ' |
Anti-dilutive common stock options, Range of Exercise Price Per Share | 7.5 | 0.55 |
Liquidity_Details_Narrative
Liquidity (Details Narrative) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Lloyds TSB [Member] | ||
Long term bank facility | $2,673 | $1,196 | $2,250 |
Loan and related mortgage, maturity period | ' | ' | '20 years |
Long term bank facility, extension period | ' | ' | '2017-04 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Unrecognized compensation expense | $0 | $16,000 |
Restricted stock awarded | 0 | ' |
Wages, Salaries and Related Costs [Member] | ' | ' |
Stock based compensation expense | $5,000 | $3,000 |
2000 Stock Options Plan [Member] | ' | ' |
Number of stock option plans | 5 | ' |
Operating_Segments_Reconciliat
Operating Segments - Reconciliation of Segment Financial Data (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Net sales | ' | $7,691 | ' |
Operating income (loss) | -652 | -368 | ' |
Total assets | 27,766 | ' | 26,459 |
Electronic Devices [Member] | ' | ' | ' |
Net sales | 5,162 | ' | ' |
Operating income (loss) | 180 | ' | ' |
Total assets | 19,356 | ' | ' |
Communications Equipment [Member] | ' | ' | ' |
Total assets | 6,183 | ' | 6,266 |
Communications Equipment [Member] | ' | ' | ' |
Net sales | 2,595 | 2,182 | ' |
Operating income (loss) | 23 | -256 | ' |
Corporate And Other [Member] | ' | ' | ' |
Operating income (loss) | -855 | -737 | ' |
Total assets | 2,227 | ' | 59 |
Electronic Devices [Member] | ' | ' | ' |
Net sales | ' | 5,509 | ' |
Operating income (loss) | ' | 625 | ' |
Total assets | ' | ' | $20,134 |
Accounts_Receivable_Details_Na
Accounts Receivable (Details Narrative) (USD $) | 0 Months Ended | 3 Months Ended | |
12-May-14 | Mar. 31, 2014 | Dec. 31, 2013 | |
Customer | |||
Number of customers accounted for percentage of total sales | ' | 2 | ' |
Number of customers accounted for percentage of accounts receivable | ' | 2 | ' |
Accounts receivable | ' | $6,983,000 | $7,435,000 |
Payment schedule | 499,000 | ' | ' |
Customer One [Member] | ' | ' | ' |
Percentage of total sales | ' | 11.00% | ' |
Customer Two [Member] | ' | ' | ' |
Percentage of total sales | ' | 10.30% | ' |
Two Customer [Member] | ' | ' | ' |
Accounts receivable | ' | $1,089,000 | ' |
Accounts_Receivable_Changes_In
Accounts Receivable - Changes In Doubtful Accounts Reserve (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Accounting Policies [Abstract] | ' | ' |
Balance at December 31, | $70 | $75 |
Additional reserve for three months | 12 | 1 |
Recoveries | -14 | ' |
Accounts receivable written off | ' | -6 |
Foreign currency translation | ' | -3 |
Balance at March 31, | $68 | $67 |
Inventories_Schedule_of_Invent
Inventories - Schedule of Inventory (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $6,656 | $6,697 |
Work-in-process | 1,928 | 1,553 |
Finished goods | 3,204 | 2,799 |
Total gross inventories | 11,788 | 11,049 |
Raw materials | 3,099 | 3,150 |
Work-in-process | 504 | 431 |
Finished goods | 1,161 | 1,111 |
Total reserve | 4,764 | 4,692 |
Raw materials | 3,557 | 3,547 |
Work-in-process | 1,424 | 1,122 |
Finished goods | 2,043 | 1,688 |
Total net inventories | $6,761 | $6,357 |
Property_Plant_and_Equipment_D
Property, Plant and Equipment (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Property, Plant and Equipment [Abstract] | ' | ' |
Depreciation charges | $100,000 | $100,000 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Summary of Property, Plant and Equipment (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ' | ' |
Land and buildings | $3,425 | $3,401 |
Machinery, equipment and fixtures | 3,550 | 3,407 |
Leasehold improvements | 770 | 731 |
Property, plant and equipment, gross | 7,745 | 7,539 |
Accumulated depreciation and amortization | -3,197 | -3,064 |
Total property, plant and equipment | $4,548 | $4,475 |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Details Narrative) (USD $) | 12 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 |
Minimum [Member] | Maximum [Member] | |||||
Goodwill | $5,283 | $5,325 | $4,913 | $5,146 | ' | ' |
Growth rate of fair value for electronic devices reporting unit | ' | ' | ' | ' | 3.00% | 5.00% |
Weighted average cost of capital, percentage | 15.00% | ' | ' | ' | ' | ' |
Estimated amortization expense on intangible assets in 2014 | ' | $68 | ' | ' | ' | ' |
Weighted average remaining useful life of intangible assets | '6 months | ' | ' | ' | ' | ' |
Goodwill_Schedule_of_Goodwill_
Goodwill - Schedule of Goodwill (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Beginning balance | $5,283 | $5,146 |
Foreign currency translation | 42 | -233 |
Ending balance | $5,325 | $4,913 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Balance at December 31, | $457 | $584 |
Amortization | -34 | -34 |
Foreign currency translation | 3 | -23 |
Balance at March 31, | $426 | $527 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | |
UNITED KINGDOM | UNITED KINGDOM | FRANCE | United Kingdom [Member] | ||
Minimum [Member] | |||||
Income tax, local statutory rate | ' | 23.00% | ' | 33.00% | ' |
Grofit generated | ' | ' | $100,000 | ' | $600,000 |
Interest or penalties recognized | 0 | ' | ' | ' | ' |
Accrual for interest or penalties | $0 | ' | ' | ' | ' |
Financing_Arrangements_Details
Financing Arrangements (Details Narrative) (USD $) | 3 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Aug. 31, 2010 | Dec. 31, 2013 | Aug. 31, 2010 | Aug. 31, 2010 | Sep. 20, 2010 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 02, 2011 | Mar. 04, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 04, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
Minimum [Member] | Maximum [Member] | Lloyds TSB Commercial Finance [Member] | Lloyds TSB Commercial Finance [Member] | Lloyds TSB Commercial Finance [Member] | Lloyds TSB Commercial Finance [Member] | FACTOCIC [Member] | FACTOCIC [Member] | Lloyds TSB Term Loan [Member] | Lloyds TSB Term Loan [Member] | Lloyds TSB Term Loan [Member] | Lloyds TSB Term Loan [Member] | Lloyds TSB Term Loan [Member] | Lloyds Bank Loan and Mortgage [Member] | Lloyds Bank Loan and Mortgage [Member] | Lloyds Bank Loan and Mortgage [Member] | Lloyds Bank Loan and Mortgage [Member] | Lloyds TSB Mortgage [Member] | Amended Subordinated Contingent Notes [Member] | Amended Subordinated Contingent Notes [Member] | Amended Subordinated Contingent Notes Due on March 15, 2014 [Member] | Lloyds TSB Commercial Finance [Member] | |||
UNITED KINGDOM | United Kingdom, Pounds [Member] | United Kingdom, Pounds [Member] | United Kingdom, Pounds [Member] | United Kingdom, Pounds [Member] | United Kingdom, Pounds [Member] | United Kingdom, Pounds [Member] | Scenario, Previously Reported [Member] | |||||||||||||||||
Line of credit facility | ' | ' | ' | ' | ' | ' | ' | $2,750,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4,200,000 |
Percentage of advance rate for line of credit | ' | ' | ' | ' | ' | ' | 88.00% | ' | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Service fees percentage for line of credit | ' | ' | ' | ' | 0.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount percentage on line of credit | ' | ' | ' | ' | 2.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discounting yielding potential draw-down | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,942,000 |
Outstanding borrowings | ' | ' | ' | ' | ' | 42,000 | ' | ' | ' | 780,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,894,000 |
Unutilized capacity for borrowing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,498,000 |
EURIBOR plus interest percentage | ' | ' | ' | ' | ' | ' | ' | ' | 1.40% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,800,000 | ' | 1,100,000 | ' | 750,000 | 2,300,000 | ' | ' | 1,400,000 | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.60% | ' | ' | ' | ' | 4.80% | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding principal balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 654,000 | 711,000 | ' | 431,000 | ' | ' | 2,250,000 | 2,300,000 | ' | ' | ' | ' | ' | ' |
Increase in value of net worth covenant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inter-company balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financial covenant requiring minimum net worth | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,776,000 | ' | ' | 7,950,000 | ' | ' | ' | ' | ' |
Maturity period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' |
Mortgage loan repayment period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 years | ' | ' | ' | ' | ' | ' | ' | ' |
Loan agreement, financial covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ratio to be a minimum of 80%, the net worth of EEL. | ||||||||||||||||||||||||
Annual retained profits | -32,709,000 | -31,924,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | 300,000 | 685,000 | ' | ' | ' | ' |
Property, plant and equipment, net | 4,548,000 | 4,475,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | 3,100,000 | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Dec-14 | 31-Aug-13 | ' | ' |
Principal payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 | ' |
Notes, interest prime rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
The Wall Street Journal plus 4% | prime rate plus 1% | |||||||||||||||||||||||
Principal and accrued interest payment date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7-Apr-14 | ' | ' | ' |
Lease expire date | 31-Dec-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized lease obligations calculated interest rates | ' | ' | 6.00% | 18.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing_Arrangements_Schedul
Financing Arrangements - Schedule of Debt and Credit Facilities (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Total lines of credit | $2,673 | $1,196 |
Long term debt and capital lease obligations total | ' | 5,336 |
Current portion of long-term debt | -2,444 | -2,672 |
Long-term debt | 3,198 | 2,664 |
Lloyds TSB Term Loan [Member] | ' | ' |
Long term debt and capital lease obligations total | ' | 711 |
Lloyds TSB Commercial Finance [Member] | ' | ' |
Total lines of credit | 1,893 | 443 |
FACTOCIC [Member] | ' | ' |
Total lines of credit | 780 | 753 |
Lloyds TSB Term Loan [Member] | ' | ' |
Long term debt and capital lease obligations total | 654 | ' |
Lloyds Bank Loan and Mortgage [Member] | ' | ' |
Long term debt and capital lease obligations total | 2,254 | 2,255 |
BPIFrance Loan [Member] | ' | ' |
Long term debt and capital lease obligations total | 275 | ' |
Promissory Notes Payable [Member] | ' | ' |
Long term debt and capital lease obligations total | 1,977 | 2,277 |
Capital Lease Obligations [Member] | ' | ' |
Long term debt and capital lease obligations total | $482 | $93 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details Narrative) (USD $) | Mar. 31, 2014 |
Fair Value Disclosures [Abstract] | ' |
Financial assets and liabilities measured at fair value on a recurring basis | $0 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (Subsequent Event [Member], USD $) | 0 Months Ended | |
Apr. 07, 2014 | Apr. 01, 2014 | |
Amended Subordinated Contingent Notes [Member] | ' | ' |
Outstanding principal balance | 1,977,000 | ' |
Lloyds Bank [Member] | ' | ' |
Outstanding principal balance | ' | 700,000 |
Term loan, maturity period | ' | '3 years |
Net new cash on loan facility | ' | 1,100,000 |
Term loan, increase in borrowing capacity | ' | 1,100,000 |
Term loan | ' | $1,800,000 |
Interest rate | ' | 6.60% |
Term loan, frequency of payment | ' |