Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 10, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WIRELESS TELECOM GROUP INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 22,289,475 | |
Amendment Flag | false | |
Entity Central Index Key | 878,828 | |
Entity Filer Category | Smaller Reporting Company | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash & cash equivalents | $ 2,175,481 | $ 9,350,803 |
Accounts receivable - net of allowance for doubtful accounts of $11,929 and $10,740, respectively | 7,672,167 | 5,183,869 |
Inventories - net of reserves of $1,648,618 and $1,549,089, respectively | 9,890,709 | 8,452,751 |
Prepaid expenses and other current assets | 870,217 | 866,035 |
TOTAL CURRENT ASSETS | 20,608,574 | 23,853,458 |
PROPERTY PLANT AND EQUIPMENT - NET | 2,482,089 | 2,166,566 |
OTHER ASSETS | ||
Goodwill | 11,412,264 | 1,351,392 |
Acquired Intangible Assets, net | 9,422,210 | |
Deferred income taxes | 7,899,240 | 7,403,600 |
Other long term assets | 832,493 | 660,119 |
TOTAL OTHER ASSETS | 29,566,207 | 9,415,111 |
TOTAL ASSETS | 52,656,870 | 35,435,135 |
CURRENT LIABILITIES | ||
Short term debt | 2,056,037 | |
Accounts payable | 4,501,861 | 2,986,797 |
Accrued expenses and other current liabilities | 2,924,479 | 673,067 |
Deferred Revenue | 614,466 | |
TOTAL CURRENT LIABILITIES | 10,096,843 | 3,659,864 |
LONG TERM LIABILITIES | ||
Long term debt | 608,000 | |
Other long term liabilities | 3,546,406 | 69,058 |
Deferred Tax Liability | 1,652,321 | |
TOTAL LONG TERM LIABILITIES | 5,806,727 | 69,058 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued | ||
Common stock, $.01 par value, 75,000,000 shares authorized, 33,323,752 and 29,786,224 shares issued, 22,288,874 and 18,751,346 shares outstanding, respectively | 333,237 | 297,862 |
Additional paid in capital | 46,865,064 | 40,563,002 |
Retained earnings | 10,437,386 | 11,668,829 |
Treasury stock at cost, - 11,034,878 and 11,034,878 shares, respectively | (20,823,480) | (20,823,480) |
Accumulated Other Comprehensive (Loss) | (58,907) | |
TOTAL SHAREHOLDERS’ EQUITY | 36,753,300 | 31,706,213 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 52,656,870 | $ 35,435,135 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Allowance for doubtful accounts (in Dollars) | $ 11,929 | $ 10,740 |
Inventories, net of reserves (in Dollars) | $ 1,648,618 | $ 1,549,089 |
Preferred stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | ||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 33,323,752 | 29,786,224 |
Common stock, shares outstanding | 22,288,874 | 18,751,346 |
Treasury stock, shares | 11,034,878 | 11,034,878 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
NET REVENUES | $ 9,548,758 | $ 6,368,415 |
COST OF REVENUES | 5,216,248 | 3,648,301 |
GROSS PROFIT | 4,332,510 | 2,720,114 |
Operating Expenses | ||
Research and development | 1,086,914 | 1,064,321 |
Sales and marketing | 1,552,086 | 1,251,176 |
General and administrative | 3,412,491 | 1,325,268 |
Total Operating Expenses | 6,051,491 | 3,640,765 |
Other income/(expense) | (1,545) | (41,604) |
Interest Expense | (49,218) | 0 |
Income/(Loss) Before Taxes | (1,769,744) | (962,255) |
Tax Provision/(Benefit) | (538,301) | (385,928) |
Net (Loss)/Income | (1,231,443) | (576,327) |
Other Comprehensive (Loss): | ||
Foreign currency translation adjustments | (58,907) | |
Comprehensive (Loss) | $ (1,290,350) | $ (576,327) |
Net (Loss)/Income Per Common Share: | ||
Basic (in Dollars per share) | $ (0.06) | $ (0.03) |
Diluted (in Dollars per share) | $ (0.06) | $ (0.03) |
Weighted Average Shares Outstanding: | ||
Basic (in Shares) | 20,386,678 | 18,606,582 |
Diluted (in Shares) | 21,166,681 | 19,013,726 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
CASH FLOWS PROVIDED/(USED) BY OPERATING ACTIVITIES | ||
Net loss | $ (1,231,443) | $ (576,327) |
Adjustments to reconcile net loss to cash provided/(used) from operating activities | ||
Depreciation and amortization | 414,120 | 115,858 |
Shared based compensation | 301,389 | 98,619 |
Amortization of debt issuance fees | 9,228 | |
Deferred rent | 8,151 | 11,150 |
Deferred income taxes | (495,640) | (385,928) |
Provision for doubtful accounts | 1,189 | (35,416) |
Provision inventory reserves | 99,528 | 64,433 |
Changes in assets and liabilities, net of acquisition | ||
Accounts receivables | (230,712) | 991,152 |
Inventories | (412,189) | (795,581) |
Prepaid expenses and other assets | 124,575 | 110,862 |
Accounts payable | 352,132 | 637,921 |
Accrued expenses and other current liabilities | 159,840 | (9,129) |
NET CASH PROVIDED/(USED) BY OPERATING ACTIVITIES | (899,832) | 227,614 |
CASH FLOWS (USED FOR) INVESTING ACTIVITIES | ||
Capital expenditures | (192,075) | (74,474) |
Acquisition of business net of cash acquired | (8,596,183) | |
NET CASH (USED) BY INVESTING ACTIVITIES | (8,788,258) | (74,474) |
CASH FLOWS PROVIDED/(USED) FOR FINANCING ACTIVITIES | ||
Revolver Borrowings | 3,398,500 | |
Revolver Repayments | (1,494,463) | |
Term Loan Borrowings | 760,000 | |
Debt Issuance Fees | (215,358) | |
Proceeds from exercise of stock options | 37,500 | |
Repayments of equipment lease payable | (42,089) | |
Repurchase of common stock - 42,995 shares | (65,468) | |
NET CASH PROVIDED/(USED) BY FINANCING ACTIVITIES | 2,486,179 | (107,557) |
Effect of exchange rate changes on cash | 26,589 | |
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS | (7,175,322) | 45,583 |
Cash and equivalents, at beginning of year | 9,350,803 | 9,726,007 |
CASH AND CASH EQUIVALENTS, AT END OF PERIOD | 2,175,481 | 9,771,590 |
SUPPLEMENTAL INFORMATION | ||
Cash paid during the period for interest | 4,807 | |
Cash paid during the period for income taxes | 3,723 | |
FINANCING ACTIVITIES: | ||
Issuance of Common Shares as Consideration | $ 5,998,548 | |
Capital Expenditures | (41,904) | |
Equipment Lease Payable | $ 41,904 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) | 3 Months Ended |
Mar. 31, 2016shares | |
Common stock repurchase, shares | 42,995 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY - 3 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | Total |
Balances at Dec. 31, 2016 | $ 297,862 | $ 40,563,002 | $ 11,668,829 | $ (20,823,480) | $ 31,706,213 | |
Balances (in Shares) at Dec. 31, 2016 | 29,786,224 | 18,751,346 | ||||
Net Income (loss) | (1,231,443) | $ (1,231,443) | ||||
Issuance of shares in connection with stock options exercised | $ 500 | 37,000 | 37,500 | |||
Issuance of shares in connection with stock options exercised (in Shares) | 50,000 | |||||
Share-based compensation expense | 301,389 | 301,389 | ||||
Issuance of shares in connection with CommAgility acquisition | $ 34,875 | 5,963,673 | 5,998,548 | |||
Issuance of shares in connection with CommAgility acquisition (in Shares) | 3,487,528 | |||||
Cumulative translation adjustment | $ (58,907) | (58,907) | ||||
Repurchase of treasury stock | ||||||
Balances at Mar. 31, 2017 | $ 333,237 | $ 46,865,064 | $ 10,437,386 | $ (58,907) | $ (20,823,480) | $ 36,753,300 |
Balances (in Shares) at Mar. 31, 2017 | 33,323,752 | 22,288,874 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES Basis of Presentation The condensed consolidated balance sheet as of March 31, 2017, the condensed consolidated statements of operations and cash flows for the three-month periods ended March 31, 2017 and 2016, and the condensed consolidated statement of shareholders’ equity for the three-month period ended March 31, 2017 have been prepared by the Company (as defined below) without audit. The condensed consolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, NoiseCom , and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR, Wireless Telecommunications Ltd and CommAgility Limited (“CommAgility”) which are collectively referred to herein as, the “Company”. All intercompany transactions and balances have been eliminated in consolidation. Interim Financial Statements In the opinion of management, the accompanying condensed consolidated financial statements referred to above contain all necessary adjustments, consisting of normal accruals and recurring entries, which are necessary to fairly present the Company’s results for the interim periods being presented. The accounting policies followed by the Company are set forth in Note 1 to the Company’s financial statements included in its annual report on Form 10-K for the year ended December 31, 2016. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) have been condensed or omitted from this report. The results of operations for the three-month period ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and vesting periods of performance-based stock options and restricted stock) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. Concentration Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has limited concentration of credit risk in accounts receivable due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies. Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance. Credit evaluation is performed independent of the Company’s sales team to ensure segregation of duties. For the three-months ended March 31, 2017, one customer accounted for approximately 11% of the Company’s consolidated sales. For the three-months ended March 31, 2016, no customer accounted for 10% or more of the Company’s consolidated sales. At March 31, 2017 two customers represented approximately 19% and 13% of the Company’s consolidated gross accounts receivable, respectively. At December 31, 2016, one customer represented 16% of the Company’s gross accounts receivable balance. Fair Value of Financial Instruments Fair value is defined 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 at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value. Contingent Consideration Under the terms of the CommAgility Share Purchase Agreement (defined below) the Company may be required to pay additional amounts if certain financial targets are achieved for the years ended December 31, 2017 and December 31, 2018 (“CommAgility Earn-Out”). As of the acquisition date, the Company estimated the fair value of the contingent consideration to be $2,700,353 (see Note 3) and the Company is required to reassess the fair value of the contingent consideration at each reporting period. The significant inputs used in this fair value estimate include gross sales and Adjusted EBITDA, as defined, scenarios for the Earn-out Periods for which probabilities are assigned to each scenario to arrive at a single estimated outcome (Level 3). The estimated outcome is then discounted based on the individual risk analysis of the liability. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of CommAgility, or changes in the future may result in different estimated amounts. The contingent consideration is included in other long term liabilities in the accompanying condensed consolidated balance sheets. The Company will satisfy this obligation with a cash payment to the sellers of CommAgility upon the achievement of the respective milestone discussed above. Revenue Recognition Revenue from product shipments, including shipping and handling fees, is recognized once delivery has occurred, provided that persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Revenues from international distributors are recognized in the same manner. If title does not pass until the product reaches the customer’s delivery site, then revenue recognition is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. Standalone sales of software or software-related items are recognized in accordance with the software revenue recognition guidance. For multiple deliverable arrangements that only include software items, the Company generally uses the residual method to allocate the arrangement consideration. Under the residual method, the amount of consideration allocated to the delivered items equals the total arrangement consideration, less the fair value of the undelivered items. Where vendor-specific objective evidence of fair value for the undelivered items cannot be determined, the Company generally defers revenue until all items are delivered and services have been performed, or until such evidence of fair value can be determined for the undelivered items. Software arrangements that require significant customization or modification of software are accounted for under percentage of completion accounting. The Company uses the input method to measure progress for arrangements accounted for under percentage of completion accounting. Foreign Currency Translation Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the average spot rate. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive loss in the Condensed Consolidated Statements of Changes in Shareholders’ Equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the Company’s functional currency, are included in the Condensed Consolidated Statements of Operations. Other Comprehensive Income (Loss) Other comprehensive income (loss) is recorded directly to a separate section of shareholders’ equity in accumulated other comprehensive loss and primarily includes unrealized gains and losses excluded from the Consolidated Statements of Operations. These unrealized gains and losses consist of changes in foreign currency translation, interest rate swaps, and changes in unamortized pension, postretirement and postemployment actuarial gains and losses. At March 31, 2017 all of the Company’s other comprehensive income/(loss) consists of foreign currency translation. Intangible and Long-lived Assets Intangible assets include patents and customer relationships and are amortized using the straight-line method over the estimated economic lives of the assets, which range from five to seven years. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less costs to sell. The estimated useful lives of intangible and long-lived assets are based on many factors including assumptions regarding the effects of obsolescence, demand, competition and other economic factors, expectations regarding the future use of the asset, and our historical experience with similar assets. The assumptions used to determine the estimated useful lives could change due to numerous factors including product demand, market conditions, technological developments, economic conditions and competition. Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is not amortized but rather is reviewed for impairment at least annually or more frequently if a triggering event occurs. Management first makes a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. If, based on the qualitative assessment, the estimated fair value is well in excess of its carrying amount, no impairment is recorded. If, however, the reporting unit’s carrying value exceeds its fair value an impairment is recorded by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Subsequent Events Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the condensed consolidated financial statements through the date the financial statements were issued. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date The Company does not believe there are any other recently issued, but not yet effective accounting pronouncements, if adopted, that would have a material effect on the accompanying consolidated financial statements. |
ACQUISITION
ACQUISITION | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3 – ACQUISITION On February 17, 2017, Wireless Telecommunications, Ltd. (the “Acquisition Subsidiary”), a company incorporated in England and Wales which is a wholly owned subsidiary of Wireless Telecom Group, Inc., completed the acquisition of all of the issued shares in CommAgility, Limited, (“CommAgility”) a company incorporated in England and Wales (the “Acquisition”) from CommAgility’s founders. The Acquisition was completed pursuant to the terms of a Share Purchase Agreement, dated February 17, 2017, and entered into by and among the Company, the Acquisition Subsidiary and the founders (the “Share Purchase Agreement”). The Company paid $11,317,500 in cash on acquisition date and issued 3,487,528 shares of newly issued common stock (“Consideration Shares”) with an acquisition date fair value of $5,998,548. Pursuant to the Share Purchase Agreement, 2,092,516 of the Consideration Shares are subject to forfeiture and return to the Company if (a) 2017 Adjusted EBITDA, as defined, generated by CommAgility is less than £2,400,000; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgility is less than £2,400,000 (in each case as determined by an audit of CommAgility conducted by the accountants of the Acquisition Subsidiary in accordance with the terms of the Share Purchase Agreement). The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805 Business Combinations, whereby the purchase consideration was allocated to tangible and intangible net assets acquired and liabilities assumed at their estimated fair values on the date of acquisition. The excess purchase consideration over fair value of net assets acquired and liabilities assumed was recorded as goodwill. . Various valuation techniques were used to estimate the fair value of assets acquired and the liabilities assumed which use significant unobservable inputs, or Level 3 inputs as defined by the fair value hierarchy. Using these valuation approaches requires the Company to make significant estimates and assumptions. The estimated fair values are expected to change as the Company completes is valuation analyses and purchase price allocation. Management is responsible for these internal and third-party valuations and appraisals and is continuing to review the amounts and allocations. The Cash at close $ 11,317,500 Equity issued at close 5,998,548 Completion Cash Adjustment 1,382,288 Deferred Purchase Price 2,515,000 Contingent Consideration 2,700,353 Total Purchase Price $ 23,913,689 Cash $ 4,566,510 Accounts Receivable 2,267,124 Inventory 1,125,532 Intangible Assets 9,657,600 Other Assets 167,650 Fixed Assets 303,904 Accounts Payable (1,171,846) Accrued Expenses (417,213) Deferred Revenue (638,671) Deferred Tax Liability (1,701,586) Other LongTerm Liabilities (339,096) Net Assets Acquired 13,819,908 Goodwill $ 10,093,781 Goodwill is calculated as the excess of consideration paid over the net assets acquired and represents synergies, organic growth and other benefits that are expected to arise from integrating CommAgility into our operations. None of the goodwill recorded in this transaction is expected to be tax deductible. The following table summarizes the activity related to Contingent Consideration and Deferred Purchase Price for the three months ended March 31, 2017: Contingent Deferred Balance at Beginning of Period $ - $ - Fair Value At Acquisition Date 2,700,353 $ 2,515,000 Accretion of Interest 21,916 Payment (419,166) Foreign Currency Translation (8,521) (6,834) Balance as of March 31, 2017 $ 2,713,748 $ 2,089,000 As of March 31, 2017 Contingent Consideration in included in Other long term liabilities on the Condensed Consolidated Balance Sheet. As of March 31, 2017 $1,671,200 of Deferred Purchase Price is included in Accrued expenses and other current liabilities and $417,800 is included in Other long term liabilities on the Condensed Consolidated Balance Sheet. The Completion Cash Adjustment was paid prior to March 31, 2017. Pro Forma Information (Unaudited) The following unaudited pro forma information present the Company’s operations as if the CommAgility acquisition and related financing activities had occurred on January 1, 2016. The pro forma information includes the following adjustments (i) amortization of acquired definite-lived intangible assets; (ii) interest expense incurred in connection with the New Credit Facility (described in further detail in Note 7) used to finance the acquisition of CommAgility; and (iii) inclusion of acquisition-related expenses in the earliest period presented. Three Months Ended March 31, (Unaudited) 2017 2016 Net Revenues $ 10,922,602 $ 9,175,189 Net (loss) $ (351,433) $ (1,613,947) Basic net (loss) per share $ (0.02) $ (0.07) Diluted net (loss) per share $ (0.02) $ (0.07) |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 4 – INCOME TAXES The Company records deferred taxes in accordance with Accounting Standards Codification (“ASC”) 740, “ Accounting for Income Taxes The Company has a domestic federal and state net operating loss carryforward at March 31, 2017 of approximately $18,900,000 and $44,400,000, respectively, which expires in 2029. The Company also has foreign net operating loss carryforwards at March 31, 2017 of approximately Euro 12,800,000 relating to an inactive German subsidiary and £848,000 related to CommAgility. Realization of the Company’s deferred tax assets is dependent upon the Company generating sufficient taxable income in the appropriate tax jurisdictions in future years to obtain benefit from the reversal of net deductible temporary differences and from utilization of net operating losses. The Company’s valuation allowance of $5,568,950 is primarily associated with the Company’s German net operating loss carryforward from an inactive German entity which is unlikely to be realized in future periods. The amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed. As of March 31, 2017, management believed that it is more likely than not that the Company will fully realize the benefits of its deferred tax asset associated with its domestic federal net operating loss carryforward. The deferred income tax assets (liabilities) are summarized as follows: March 31, December 31, 2017 2016 Net deferred tax asset: Uniform capitalization of inventory costs for tax purposes $ 170,555 $ 166,017 Reserves on inventories 659,236 619,636 Reserves on product returns 48,564 48,564 Tax effect of goodwill (540,557) (540,557) Book depreciation over tax (200,266) (121,890) Other timing differences 150,777 135,156 Net operating loss carryforward 13,179,881 12,559,023 13,468,190 12,865,949 Valuation allowance for deferred tax assets (5,568,950) (5,462,349) $ 7,899,240 $ 7,403,600 Under ASC 740, the Company must recognize the tax benefit from an uncertain position only if it is more-likely-than-not the tax position will be sustained on examination by the taxing authority, based on the technical merits of the position. The tax benefits recognized in the financial statements attributable to such position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon the ultimate resolution of the position. The components of income tax expense (benefit) related to income from operations are as follows: Three Months Ended 2017 2016 Current: Federal $ - $ - State 18,839 - Foreign - - Deferred: Federal (495,640) (336,915) State - (49,013) Foreign (61,500) - $ (538,301) $ (385,928) The Company and its subsidiaries file income tax returns in the U.S. (federal and state of New Jersey) and the United Kingdom. With few exceptions, the Company is no longer subject to U.S. federal and state tax examinations in its major tax jurisdictions for periods before 2013. The Company does not have any significant unrecognized tax positions and does not anticipate significant increases or decreases in unrecognized tax positions within the next twelve months. |
INCOME (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 5 - INCOME (LOSS) PER COMMON SHARE Basic earnings (loss) per share is calculated by dividing income (loss) available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share are calculated by using the weighted average number of shares of common stock outstanding and, when dilutive, potential shares from stock options and warrants to purchase common stock, using the treasury stock method. Three Months Ended 2017 2016 Weighted average common shares outstanding 20,386,678 18,606,582 Potentially dilutive stock options 780,003 407,144 Weighted average common shares outstanding, 21,166,681 19,013,726 Common stock options are included in the diluted earnings (loss) per share calculation when the various option exercise prices are less than their relative average market price during the periods presented in this quarterly report. The weighted average number of shares of common stock underlying options not included in diluted earnings (loss) per share, because the effects are anti-dilutive, was 1,412,500 and 2,080,857 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 6 – INVENTORIES Inventory carrying value is net of inventory reserves of $1,648,618 and $1,549,089 at March 31, 2017 and December 31, 2016, respectively. March 31, December 31, Inventories consist of: Raw materials $ 4,102,194 $ 3,558,430 Work-in-process 725,356 531,210 Finished goods 5,063,159 4,363,111 $ 9,890,709 $ 8,452,751 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill balance of $11,412,264 at March 31, 2017 relates to two of the Company’s reporting units, Microlab ($1,351,392) and Embedded Solutions ($10,060,872). Management’s qualitative assessment performed in the fourth quarter of 2016 did not indicate any impairment of Microlab’s goodwill as its fair value was estimated to be in excess of its carrying value. Furthermore, no events have occurred since then that would change this assessment. The Embedded Solutions reporting unit was acquired on February 17, 2017 (see Note 3). No events have occurred since the acquisition date that would indicate any impairment of Embedded Solutions goodwill. Goodwill consists of the following: March 31, Beginning Balance $ 1,351,392 CommAgility Acquisition 10,093,781 Foreign Currency Translation (32,909) Ending Balance $ 11,412,264 Intangible assets consist of the following: Gross Accumulated Foreign Net Carrying Customer Relationships $ 7,419,250 ($130,525 ) (26,541 ) $ 7,262,184 Patents 1,320,375 (32,482 ) (4,725 ) 1,283,168 Non Compete Agreements 917,975 (37,638 ) (3,479 ) 876,858 Total $ 9,657,600 ($200,645 ) (34,745 ) $ 9,422,210 Amortization of acquired intangible assets was $200,645 for the three months ended March 31, 2017. Amortization of acquired intangible assets is included as part of general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive (loss). The estimated future amortization expense related to intangible assets is as follows as of March 31, 2017: Remainder of 2017 $ 1,218,484 2018 1,624,645 2019 1,624,645 2020 1,357,775 2021 1,319,651 Thereafter 2,277,010 Total $ 9,422,210 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 8 – DEBT Debt consists of the following: March 31 2017 Revolver at LIBOR Plus Margin $ 1,904,037 Term Loan at LIBOR Plus Margin 760,000 Total Debt 2,664,037 Debt Maturing within one year (2,056,037 ) Non-current portion of long term debt $ 608,000 In connection with the acquisition of CommAgility, the Company entered into a Credit Agreement with Bank of America, N.A. (the “Lender”) on February 16, 2017 (the “New Credit Facility”), which provided for a term loan in the aggregate principal amount of $760,000 (the “Term Loan”) and an asset based revolving loan (the “Revolver”), which is subject to a Borrowing Base Calculation (as defined in the New Credit Facility) of up to a maximum availability of $9,000,000 (“Revolver Commitment Amount”). The borrowing base is calculated as 85% of Eligible accounts receivable and inventory, as defined, subject to certain caps and limits. The borrowing base is calculated on a monthly basis. The proceeds of the term loan and revolver were used to finance the acquisition of CommAgility. In connection with the issuance of the New Credit Facility, the Company The Company must repay the Term Loan in installments of $ 38,000 per quarter due on the first day of each fiscal quarter The Term and Revolving Loans bear interest at the LIBOR rate plus a margin. The margin on the outstanding balance of the Company’s Term Loans and Revolving Loans is The New Credit Facility is secured by liens on substantially all of the Company’s and its domestic subsidiaries’ assets including a pledge of 66.66% of the equity interests in the Company’s Foreign Subsidiaries (as defined in the New Credit Facility). The New Credit Facility contains customary affirmative and negative covenants for a transaction of this type, including, among others, the provision of annual, quarterly and monthly financial statements and compliance certificates, maintenance of property, insurance, compliance with laws and environmental matters, restrictions on incurrence of indebtedness, granting of liens, making investments and acquisitions, paying dividends, entering into affiliate transactions and asset sales. The New Credit Facility also provides for a number of customary events of default, including, among others, payment, bankruptcy, representation and warranty, covenant, change in control, judgment and events or conditions that have a Material Adverse Effect (as defined in the New Credit Facility). |
ACCOUNTING FOR SHARE BASED COMP
ACCOUNTING FOR SHARE BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 9 - ACCOUNTING FOR SHARE BASED COMPENSATION The Company follows the provisions of ASC 718, “ Share-Based Payment. Incentive Compensation Plan: In 2012, the Company’s Board of Directors and shareholders approved the 2012 Incentive Compensation Plan (the “Initial 2012 Plan”), which provides for the grant of restricted stock awards, non-qualified stock options and incentive stock options in compliance with the Internal Revenue Code of 1986, as amended, to employees, officers, directors, consultants and advisors of the Company who are expected to contribute to the Company’s future growth and success. When originally approved, the Initial 2012 Plan provided for the grant of awards relating to 2,000,000 shares of common stock, plus those shares still available under the Company’s prior incentive compensation plan. In June 2014, the Company’s shareholders approved the Amended and Restated 2012 Incentive Compensation Plan (the “2012 Plan”) allowing for an additional 1,658,045 shares of the Company’s common stock to be available for future grants under the 2012 Plan. As of March 31, 2017, there were 876,000 All service-based options granted have ten-year terms from the date of grant and typically vest annually and become fully exercisable after a maximum of five years. However, vesting conditions are determined on a grant by grant basis. Performance-based options granted have ten-year terms and vest and become fully exercisable when determinable performance targets are achieved. Performance targets are agreed to, and approved by, the Company’s compensation committee of the board of directors. Under the 2012 Plan, options may be granted to purchase shares of the Company’s common stock exercisable at prices equal to or above the fair market value on the date of the grant. The following summarizes the components of share-based compensation expense by equity type for the three-months ended March 31: Three Months Ended March 31, 2017 2016 Service - based Restricted Common Stock $ 56,748 $ 55,500 Performance-based Stock Options 58,641 28,650 Service -based Stock Options 180,647 9,116 Performance-based Restricted Common Stock 5,353 5,353 $ 301,389 $ 98,619 Restricted Common Stock Awards: A summary of the status of the Company’s non-vested restricted common stock, as granted under the Company’s approved equity compensation plans, as of March 31, 2017, and changes during the three-months ended March 31, 2017, are presented below: Non-vested Restricted Shares Number of Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2017 244,291 $ 1.52 Granted - - Forfeited - - Vested (521 ) 1.34 Non-vested at March 31, 2017 243,770 $ 1.52 As of March 31, 2017, the unearned compensation related to Company granted restricted common stock was $145,420 Performance-Based Stock Option Awards: A summary of performance-based stock option activity, and related information for the three-months ended March 31, 2017 follows: Options Weighted Average Exercise Price Outstanding, January 1, 2017 2,165,000 $ 1.32 Granted - - Exercised (50,000 ) $ 0.75 Forfeited - - Expired - - Outstanding, March 31, 2017 2,115,000 $ 1.34 Options exercisable: March 31, 2017 1,040,000 $ 0.96 The aggregate intrinsic value of performance-based stock options outstanding (regardless of whether or not such options are exercisable) as of March 31, 2017 and December 31, 2016 was $352,000 and $1,282,950, respectively. The aggregate intrinsic value of performance-based stock options exercisable as of March 31, 2017 and December 31, 2016 was $548,250 Under the terms of the performance-based stock option agreements, the awards will fully vest and become exercisable on the date on which the Company’s Board of Directors shall have determined that specific financial performance milestones have been met, provided the employee remains in the employ of the Company at such time; provided, however, upon a Change in Control (as defined in the stock option agreements and the 2012 Plan), the stock options shall automatically vest as permitted by the 2012 Plan. As of March 31, 2017, the Company has determined that the performance conditions are probable of being achieved by the year ending 2020. As of March 31, 2017, the unearned compensation related to the 875,000 performance-based stock options with an implicit service period through December 31, 2020 is $429,729. As of March 31, 2017, the unearned compensation related to 200,000 performance-based stock options with an implicit service period through December 31, 2021 is $125,866. The Company’s performance-based stock options granted prior to 2013 (consisting of 1,090,000 options) are fully amortized. Service-Based Stock Option Awards: A summary of service-based stock option activity, and related information for the three-months ended March 31, 2017 follows: Options Weighted Average Exercise Price Outstanding, January 1, 2017 1,198,000 $ 1.51 Granted 220,000 1.82 Exercised - - Forfeited - - Expired - - Outstanding, March 31, 2017 1,418,000 $ 1.59 Options exercisable: March 31, 2017 218,417 $ 1.96 The aggregate intrinsic value of service-based stock options (regardless of whether or not such options are exercisable) as of March 31, 2017 and December 31, 2016 was $12,050 and $567,300, respectively. As of March 31, 2017, the unearned compensation related to service-based stock options is $564,562. On January 2, 2017, the Company granted to its newly appointed Chief Financial Officer a service-based stock option to acquire 100,000 shares of common stock at an exercise price of $1.91 per share, which represented the closing price of the Company’s common stock as reported on the NYSE MKT on the date of grant. The per share fair-value of this service-based option was $1.11. The per share fair-value was estimated on the date of grant using the Black-Scholes option pricing method and included the following range of assumptions: dividend yield 0%, risk-free interest rate of 1.94% and expected option life of four years. The volatility assumption was 77.78% and the forfeiture rate was assumed to be 0%. Under the terms of the service-based stock option agreement relating to the On January 12, 2017, the Company granted to certain employees service-based stock options to acquire 20,000 Under the terms of the service-based stock option agreement relating to the On February 17, 2017, the Company granted to certain employees service-based stock options to acquire 100,000 Under the terms of the service-based stock option agreements relating to the |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 10 – SEGMENT INFORMATION The operating businesses of the Company are segregated into three reportable segments: (i) network solutions, (ii) test and measurement and (iii) embedded solutions. The network solutions segment is comprised primarily of the operations of Wireless Telecom Group Inc.’s subsidiary, Microlab. The test and measurement segment is comprised primarily of the Company’s operations of the Noisecom product line and the operations of its subsidiary, Boonton. The embedded solutions segment is comprised of the operations of CommAgility Limited which was acquired on February 17, 2017. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company allocates resources and evaluates the performance of segments based on income or loss from operations, excluding interest, corporate expenses and other income (expenses). Financial information by reportable segment for the three-months ended March 31, 2017 and 2016 is set forth below: Three Months Ended March 31, 2017 2016 Net sales by segment: Network solutions $ 5,515,301 $ 4,213,314 Test and measurement 3,036,681 2,155,101 Embedded solutions 996,776 - Total consolidated net sales of reportable segments $ 9,548,758 $ 6,368,415 Segment income (loss): Network solutions $ 908,221 $ 339,926 Test and measurement 25,206 (312,447 ) Embedded solutions (229,471 ) - Income (loss) from reportable segments $ 703,956 $ 27,479 Other unallocated amounts: Corporate expenses $ (2,422,936 ) $ (948,130 ) Other (expenses) income - net (50,764 ) (41,604 ) Consolidated income (loss) before Income tax provision (benefit) $ (1,769,744 ) $ (962,255 ) Depreciation and amortization by segment: Network solutions $ 101,364 $ 55,747 Test and measurement 93,386 60,111 Embedded solutions 219,370 - Total depreciation and amortization for reportable segments $ 414,120 $ 115,858 Capital expenditures by segment: Network solutions $ 83,959 $ 55,230 Test and measurement 66,139 19,244 Embedded solutions 41,977 - Total consolidated capital expenditures by reportable segment $ 192,075 $ 74,474 Financial information by reportable segment as of March 31, 2017 and December 31, 2016: 2017 2016 Total assets by segment: Network solutions $ 11,345,314 $ 10,594,770 Test and measurement 7,449,613 7,851,479 Embedded solutions 23,592,296 - Total assets for reportable segments 42,387,223 18,446,249 Corporate assets, principally cash and cash equivalents and deferred income taxes 10,269,647 16,988,886 Total consolidated assets $ 52,656,870 $ 35,435,135 Consolidated net sales by region were as follows: Three Months Ended Sales by region 2017 2016 Americas $ 6,959,419 $ 5,065,636 Europe, Middle East, Africa (EMEA) 1,971,924 948,357 Asia Pacific (APAC) 617,415 354,422 Total Sales $ 9,548,758 $ 6,368,415 Net sales are attributable to a geographic area based on the destination of the product shipment. The majority of shipments in the Americas are to customers located within the United States. For the three-months ended March 31, 2017 and 2016, sales in the United States for all reportable segments amounted to $6,461,065 and $4,772,171 respectively. For the three months ended March 31, 2017, shipments to the EMEA region were largely concentrated in the United Kingdom ($595,629), Germany ($212,036) and Israel ($249,422). For three months ended March 31, 2016 sales to the EMEA region were largely concentrated in Germany ($236,400). For the three months ended March 31, 2016 and 2015 sales to the APAC region were largely concentrated in China and were $437,951 and 187,171, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 – COMMITMENTS AND CONTINGENCIES Warranties: The Company typically provides one-year warranties on all of its products covering both parts and labor. The Company, at its option, repairs or replaces products that are defective during the warranty period if the proper preventive maintenance procedures have been followed by its customers. Historically, the Company’s warranty expense has been minimal. Leases: In May 2015, the Company and its landlord entered into an amendment to the existing lease agreement to provide for the Company to remain at its principal corporate headquarters in Hanover Township, Parsippany, New Jersey through March 31, 2023. Monthly lease payments range from approximately $33,000 in year one to approximately $41,000 in year eight. Additionally, the Company has available an allowance of approximately $300,000 towards alterations and improvements to the premises, which expired on January 31, 2017. The Company used substantially all of the improvement allowance prior to its expiration. The lease can be renewed at the Company’s option for one five-year period at fair market value to be determined at term expiration. The following is a summary of the Company’s contractual obligations as of March 31, 2017: Payments by Period Less than More than Total 1 year 1-3 Years 4-5 Years 5 Years Facility Leases $ 2,906,871 $ 468,626 $ 1,468,978 $ 477,472 $ 491,796 Purchase Obligations 2,739,602 2,739,602 - - - Operating and Equipment Leases 265,665 54,034 162,101 49,531 - $ 5,912,138 $ 3,262,262 $ 1,631,079 $ 527,003 $ 491,796 Risks and Uncertainties: Proprietary information and know-how are important to the Company’s commercial success. There can be no assurance that others will not either develop independently the same or similar information or obtain and use proprietary information of the Company. Certain key employees have signed confidentiality and non-compete agreements regarding the Company’s proprietary information. The Company believes that its products do not infringe the proprietary rights of third parties. There can be no assurance, however, that third parties will not assert infringement claims in the future. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The condensed consolidated balance sheet as of March 31, 2017, the condensed consolidated statements of operations and cash flows for the three-month periods ended March 31, 2017 and 2016, and the condensed consolidated statement of shareholders’ equity for the three-month period ended March 31, 2017 have been prepared by the Company (as defined below) without audit. The condensed consolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, NoiseCom , and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR, Wireless Telecommunications Ltd and CommAgility Limited (“CommAgility”) which are collectively referred to herein as, the “Company”. All intercompany transactions and balances have been eliminated in consolidation. |
Interim Financial Statements [Policy Text Block] | Interim Financial Statements In the opinion of management, the accompanying condensed consolidated financial statements referred to above contain all necessary adjustments, consisting of normal accruals and recurring entries, which are necessary to fairly present the Company’s results for the interim periods being presented. The accounting policies followed by the Company are set forth in Note 1 to the Company’s financial statements included in its annual report on Form 10-K for the year ended December 31, 2016. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) have been condensed or omitted from this report. The results of operations for the three-month period ended March 31, 2017 are not necessarily indicative of the results to be expected for the full year ending December 31, 2017. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and vesting periods of performance-based stock options and restricted stock) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net sales and expenses during the reporting period. Actual results could differ from those estimates. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company has limited concentration of credit risk in accounts receivable due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies. Credit evaluations are performed on customers requiring credit over a certain amount. Credit risk is mitigated to a lesser extent through collateral such as letters of credit, bank guarantees or payment terms like cash in advance. Credit evaluation is performed independent of the Company’s sales team to ensure segregation of duties. For the three-months ended March 31, 2017, one customer accounted for approximately 11% of the Company’s consolidated sales. For the three-months ended March 31, 2016, no customer accounted for 10% or more of the Company’s consolidated sales. At March 31, 2017 two customers represented approximately 19% and 13% of the Company’s consolidated gross accounts receivable, respectively. At December 31, 2016, one customer represented 16% of the Company’s gross accounts receivable balance. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair value is defined 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 at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their relatively short maturities. The Company’s term loan and revolving credit facility bear interest at a variable interest rate plus an applicable margin and, therefore, carrying amount approximates fair value. |
Contingent Liability Reserve Estimate, Policy [Policy Text Block] | Contingent Consideration Under the terms of the CommAgility Share Purchase Agreement (defined below) the Company may be required to pay additional amounts if certain financial targets are achieved for the years ended December 31, 2017 and December 31, 2018 (“CommAgility Earn-Out”). As of the acquisition date, the Company estimated the fair value of the contingent consideration to be $2,700,353 (see Note 3) and the Company is required to reassess the fair value of the contingent consideration at each reporting period. The significant inputs used in this fair value estimate include gross sales and Adjusted EBITDA, as defined, scenarios for the Earn-out Periods for which probabilities are assigned to each scenario to arrive at a single estimated outcome (Level 3). The estimated outcome is then discounted based on the individual risk analysis of the liability. Although the Company believes its estimates and assumptions are reasonable, different assumptions, including those regarding the operating results of CommAgility, or changes in the future may result in different estimated amounts. The contingent consideration is included in other long term liabilities in the accompanying condensed consolidated balance sheets. The Company will satisfy this obligation with a cash payment to the sellers of CommAgility upon the achievement of the respective milestone discussed above. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue from product shipments, including shipping and handling fees, is recognized once delivery has occurred, provided that persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer. Revenues from international distributors are recognized in the same manner. If title does not pass until the product reaches the customer’s delivery site, then revenue recognition is deferred until that time. There are no formal sales incentives offered to any of the Company’s customers. Volume discounts may be offered from time to time to customers purchasing large quantities on a per transaction basis. Standalone sales of software or software-related items are recognized in accordance with the software revenue recognition guidance. For multiple deliverable arrangements that only include software items, the Company generally uses the residual method to allocate the arrangement consideration. Under the residual method, the amount of consideration allocated to the delivered items equals the total arrangement consideration, less the fair value of the undelivered items. Where vendor-specific objective evidence of fair value for the undelivered items cannot be determined, the Company generally defers revenue until all items are delivered and services have been performed, or until such evidence of fair value can be determined for the undelivered items. Software arrangements that require significant customization or modification of software are accounted for under percentage of completion accounting. The Company uses the input method to measure progress for arrangements accounted for under percentage of completion accounting. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation Assets and liabilities of non-U.S. subsidiaries that operate in a local currency environment, where the local currency is the functional currency, are translated from foreign currencies into U.S. dollars at period-end exchange rates while income and expenses are translated at the average spot rate. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive loss in the Condensed Consolidated Statements of Changes in Shareholders’ Equity. Gains and losses resulting from foreign currency transactions, which are denominated in currencies other than the Company’s functional currency, are included in the Condensed Consolidated Statements of Operations. |
Comprehensive Income, Policy [Policy Text Block] | Other Comprehensive Income (Loss) Other comprehensive income (loss) is recorded directly to a separate section of shareholders’ equity in accumulated other comprehensive loss and primarily includes unrealized gains and losses excluded from the Consolidated Statements of Operations. These unrealized gains and losses consist of changes in foreign currency translation, interest rate swaps, and changes in unamortized pension, postretirement and postemployment actuarial gains and losses. At March 31, 2017 all of the Company’s other comprehensive income/(loss) consists of foreign currency translation. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible and Long-lived Assets Intangible assets include patents and customer relationships and are amortized using the straight-line method over the estimated economic lives of the assets, which range from five to seven years. Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. Measurement of an impairment loss for long-lived assets that management expects to hold and use is based on the estimated fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or estimated fair value less costs to sell. The estimated useful lives of intangible and long-lived assets are based on many factors including assumptions regarding the effects of obsolescence, demand, competition and other economic factors, expectations regarding the future use of the asset, and our historical experience with similar assets. The assumptions used to determine the estimated useful lives could change due to numerous factors including product demand, market conditions, technological developments, economic conditions and competition. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Goodwill Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase business combination. Goodwill is not amortized but rather is reviewed for impairment at least annually or more frequently if a triggering event occurs. Management first makes a qualitative assessment of whether it is more-likely-than-not that a reporting unit’s fair value is less than its carrying amount. If, based on the qualitative assessment, the estimated fair value is well in excess of its carrying amount, no impairment is recorded. If, however, the reporting unit’s carrying value exceeds its fair value an impairment is recorded by the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the condensed consolidated financial statements through the date the financial statements were issued. |
New Accounting Pronouncements, Policy [Policy Text Block] | In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments In February 2016, the FASB issued ASU 2016-02, Leases In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date The Company does not believe there are any other recently issued, but not yet effective accounting pronouncements, if adopted, that would have a material effect on the accompanying consolidated financial statements. |
Income Tax, Policy [Policy Text Block] | The Company records deferred taxes in accordance with Accounting Standards Codification (“ASC”) 740, “ Accounting for Income Taxes |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | The Company follows the provisions of ASC 718, “ Share-Based Payment. |
ACQUISITION (Tables)
ACQUISITION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the preliminary allocation of the purchase consideration to the estimated fair value of assets acquired and liabilities assumed at the date of acquisition: Cash at close $ 11,317,500 Equity issued at close 5,998,548 Completion Cash Adjustment 1,382,288 Deferred Purchase Price 2,515,000 Contingent Consideration 2,700,353 Total Purchase Price $ 23,913,689 Cash $ 4,566,510 Accounts Receivable 2,267,124 Inventory 1,125,532 Intangible Assets 9,657,600 Other Assets 167,650 Fixed Assets 303,904 Accounts Payable (1,171,846) Accrued Expenses (417,213) Deferred Revenue (638,671) Deferred Tax Liability (1,701,586) Other LongTerm Liabilities (339,096) Net Assets Acquired 13,819,908 Goodwill $ 10,093,781 |
Schedule of Business Acquisitions by Acquisition Contingent Consideration and Deferred Purchase Price [Table Text Block] | The following table summarizes the activity related to Contingent Consideration and Deferred Purchase Price for the three months ended March 31, 2017: Contingent Deferred Balance at Beginning of Period $ - $ - Fair Value At Acquisition Date 2,700,353 $ 2,515,000 Accretion of Interest 21,916 Payment (419,166) Foreign Currency Translation (8,521) (6,834) Balance as of March 31, 2017 $ 2,713,748 $ 2,089,000 |
Business Acquisition, Pro Forma Information [Table Text Block] | The pro forma combined statements of operations are not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date and are not intended to be a projection of future results: Three Months Ended March 31, (Unaudited) 2017 2016 Net Revenues $ 10,922,602 $ 9,175,189 Net (loss) $ (351,433) $ (1,613,947) Basic net (loss) per share $ (0.02) $ (0.07) Diluted net (loss) per share $ (0.02) $ (0.07) |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The deferred income tax assets (liabilities) are summarized as follows: March 31, December 31, 2017 2016 Net deferred tax asset: Uniform capitalization of inventory costs for tax purposes $ 170,555 $ 166,017 Reserves on inventories 659,236 619,636 Reserves on product returns 48,564 48,564 Tax effect of goodwill (540,557) (540,557) Book depreciation over tax (200,266) (121,890) Other timing differences 150,777 135,156 Net operating loss carryforward 13,179,881 12,559,023 13,468,190 12,865,949 Valuation allowance for deferred tax assets (5,568,950) (5,462,349) $ 7,899,240 $ 7,403,600 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax expense (benefit) related to income from operations are as follows: Three Months Ended 2017 2016 Current: Federal $ - $ - State 18,839 - Foreign - - Deferred: Federal (495,640) (336,915) State - (49,013) Foreign (61,500) - $ (538,301) $ (385,928) |
INCOME (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | Three Months Ended 2017 2016 Weighted average common shares outstanding 20,386,678 18,606,582 Potentially dilutive stock options 780,003 407,144 Weighted average common shares outstanding, 21,166,681 19,013,726 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of: March 31, December 31, Inventories consist of: Raw materials $ 4,102,194 $ 3,558,430 Work-in-process 725,356 531,210 Finished goods 5,063,159 4,363,111 $ 9,890,709 $ 8,452,751 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Goodwill consists of the following: March 31, Beginning Balance $ 1,351,392 CommAgility Acquisition 10,093,781 Foreign Currency Translation (32,909) Ending Balance $ 11,412,264 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Intangible assets consist of the following: Gross Accumulated Foreign Net Carrying Customer Relationships $ 7,419,250 ($130,525 ) (26,541 ) $ 7,262,184 Patents 1,320,375 (32,482 ) (4,725 ) 1,283,168 Non Compete Agreements 917,975 (37,638 ) (3,479 ) 876,858 Total $ 9,657,600 ($200,645 ) (34,745 ) $ 9,422,210 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The estimated future amortization expense related to intangible assets is as follows as of March 31, 2017: Remainder of 2017 $ 1,218,484 2018 1,624,645 2019 1,624,645 2020 1,357,775 2021 1,319,651 Thereafter 2,277,010 Total $ 9,422,210 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt consists of the following: March 31 2017 Revolver at LIBOR Plus Margin $ 1,904,037 Term Loan at LIBOR Plus Margin 760,000 Total Debt 2,664,037 Debt Maturing within one year (2,056,037 ) Non-current portion of long term debt $ 608,000 |
ACCOUNTING FOR SHARE BASED CO26
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) [Line Items] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The following summarizes the components of share-based compensation expense by equity type for the three-months ended March 31: Three Months Ended March 31, 2017 2016 Service - based Restricted Common Stock $ 56,748 $ 55,500 Performance-based Stock Options 58,641 28,650 Service -based Stock Options 180,647 9,116 Performance-based Restricted Common Stock 5,353 5,353 $ 301,389 $ 98,619 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | A summary of the status of the Company’s non-vested restricted common stock, as granted under the Company’s approved equity compensation plans, as of March 31, 2017, and changes during the three-months ended March 31, 2017, are presented below: Non-vested Restricted Shares Number of Shares Weighted Average Grant Date Fair Value Non-vested at January 1, 2017 244,291 $ 1.52 Granted - - Forfeited - - Vested (521 ) 1.34 Non-vested at March 31, 2017 243,770 $ 1.52 |
Performance Based Stock Options [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) [Line Items] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of performance-based stock option activity, and related information for the three-months ended March 31, 2017 follows: Options Weighted Average Exercise Price Outstanding, January 1, 2017 2,165,000 $ 1.32 Granted - - Exercised (50,000 ) $ 0.75 Forfeited - - Expired - - Outstanding, March 31, 2017 2,115,000 $ 1.34 Options exercisable: March 31, 2017 1,040,000 $ 0.96 |
Service Based Stock Options [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) [Line Items] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of service-based stock option activity, and related information for the three-months ended March 31, 2017 follows: Options Weighted Average Exercise Price Outstanding, January 1, 2017 1,198,000 $ 1.51 Granted 220,000 1.82 Exercised - - Forfeited - - Expired - - Outstanding, March 31, 2017 1,418,000 $ 1.59 Options exercisable: March 31, 2017 218,417 $ 1.96 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Reporting Financial Information Including Total Assets By Segment [Table Text Block] | Financial information by reportable segment for the three-months ended March 31, 2017 and 2016 is set forth below: Three Months Ended March 31, 2017 2016 Net sales by segment: Network solutions $ 5,515,301 $ 4,213,314 Test and measurement 3,036,681 2,155,101 Embedded solutions 996,776 - Total consolidated net sales of reportable segments $ 9,548,758 $ 6,368,415 Segment income (loss): Network solutions $ 908,221 $ 339,926 Test and measurement 25,206 (312,447 ) Embedded solutions (229,471 ) - Income (loss) from reportable segments $ 703,956 $ 27,479 Other unallocated amounts: Corporate expenses $ (2,422,936 ) $ (948,130 ) Other (expenses) income - net (50,764 ) (41,604 ) Consolidated income (loss) before Income tax provision (benefit) $ (1,769,744 ) $ (962,255 ) Depreciation and amortization by segment: Network solutions $ 101,364 $ 55,747 Test and measurement 93,386 60,111 Embedded solutions 219,370 - Total depreciation and amortization for reportable segments $ 414,120 $ 115,858 Capital expenditures by segment: Network solutions $ 83,959 $ 55,230 Test and measurement 66,139 19,244 Embedded solutions 41,977 - Total consolidated capital expenditures by reportable segment $ 192,075 $ 74,474 |
Schedule Of Segment Reporting Information Total Assets By Segment [Table Text Block] | Financial information by reportable segment as of March 31, 2017 and December 31, 2016: 2017 2016 Total assets by segment: Network solutions $ 11,345,314 $ 10,594,770 Test and measurement 7,449,613 7,851,479 Embedded solutions 23,592,296 - Total assets for reportable segments 42,387,223 18,446,249 Corporate assets, principally cash and cash equivalents and deferred income taxes 10,269,647 16,988,886 Total consolidated assets $ 52,656,870 $ 35,435,135 |
Schedule Of Net Consolidated Sales By Region [Table Text Block] | Consolidated net sales by region were as follows: Three Months Ended Sales by region 2017 2016 Americas $ 6,959,419 $ 5,065,636 Europe, Middle East, Africa (EMEA) 1,971,924 948,357 Asia Pacific (APAC) 617,415 354,422 Total Sales $ 9,548,758 $ 6,368,415 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | The following is a summary of the Company’s contractual obligations as of March 31, 2017: Payments by Period Less than More than Total 1 year 1-3 Years 4-5 Years 5 Years Facility Leases $ 2,906,871 $ 468,626 $ 1,468,978 $ 477,472 $ 491,796 Purchase Obligations 2,739,602 2,739,602 - - - Operating and Equipment Leases 265,665 54,034 162,101 49,531 - $ 5,912,138 $ 3,262,262 $ 1,631,079 $ 527,003 $ 491,796 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Feb. 17, 2017USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | ||||
Business combination contingent consideration fair value (in Dollars) | $ 2,700,353 | |||
Minimum [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||
Maximum [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||
Customer One [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | ||||
Number of Significant Customer Respect to Revenue | 1 | |||
Concentration Risk, Percentage | 11.00% | |||
Number of Significant Customer Respect to Accounts Receivable | 1 | |||
Percentage Of Accounts Receivable Attributable To Significant Customer | 19.00% | 16.00% | ||
No Customer [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | ||||
Number of Significant Customer Respect to Revenue | 0 | |||
Concentration Risk, Percentage | 10.00% | |||
Customer Two [Member] | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | ||||
Number of Significant Customer Respect to Accounts Receivable | 2 | |||
Percentage Of Accounts Receivable Attributable To Significant Customer | 13.00% |
RECENT ACCOUNTING PRONOUNCEME30
RECENT ACCOUNTING PRONOUNCEMENTS (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Deferral Effective Period | 1 year |
ACQUISITION (Details)
ACQUISITION (Details) | 1 Months Ended | 3 Months Ended | |||
Feb. 17, 2017USD ($)shares | Feb. 17, 2017GBP (£)shares | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Feb. 17, 2017GBP (£) | |
ACQUISITION (Details) [Line Items] | |||||
Proceeds from term loan | $ 760,000 | ||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | (1,769,744) | $ (962,255) | |||
Sales Revenue, Goods, Net | 9,548,758 | $ 6,368,415 | |||
Business Combination, Contingent Consideration, Liability, Current | 1,671,200 | ||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 417,800 | ||||
CommAgility [Member] | |||||
ACQUISITION (Details) [Line Items] | |||||
Business Acquisition, Date of Acquisition Agreement | Feb. 17, 2017 | ||||
Payments to Acquire Businesses, Gross | $ 11,317,500 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 3,487,528 | 3,487,528 | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 5,998,548 | ||||
Proceeds from term loan | 760,000 | ||||
Proceeds From Asset Based Revolver Borrowings | 1,098,000 | ||||
Cash | 9,459,500 | ||||
Business Combination Deferred Purchase Price Payable | 2,515,000 | £ 2,000,000 | |||
Business Combination Contingent Milestone Payment | $ 12,500,000 | £ 10,000,000 | |||
Business Acquisition Equity Interests Issued or Issuable Number of Shares Forfeited (in Shares) | shares | 2,092,516 | 2,092,516 | |||
Business Acquisition Equity Interests Issued or Issuable Number of Shares Forfeited Condition | (a) 2017 Adjusted EBITDA,as defined, generated by CommAgility is less than £2,400,000; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgilityis less than £2,400,000 (in each case as determined by an audit of CommAgility conducted by the accountants of the AcquisitionSubsidiary in accordance with the terms of the Share Purchase Agreement). | (a) 2017 Adjusted EBITDA,as defined, generated by CommAgility is less than £2,400,000; or (b) 2018 Adjusted EBITDA, as defined, generated by CommAgilityis less than £2,400,000 (in each case as determined by an audit of CommAgility conducted by the accountants of the AcquisitionSubsidiary in accordance with the terms of the Share Purchase Agreement). | |||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs | $ 1,272,083 | ||||
Sales Revenue, Goods, Net | $ 996,776 | ||||
CommAgility [Member] | Minimum [Member] | Two Thousand Seventeen Adjusted EBITDA [Member] | |||||
ACQUISITION (Details) [Line Items] | |||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | £ | £ 2,400,000 | ||||
CommAgility [Member] | Minimum [Member] | Two Thousand Eighteen Adjusted EBITDA [Member] | |||||
ACQUISITION (Details) [Line Items] | |||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | £ | £ 2,400,000 |
ACQUISITION (Details) - Schedul
ACQUISITION (Details) - Schedule of preliminary allocation of purchase consideration - USD ($) | 1 Months Ended | 3 Months Ended | |
Feb. 17, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Equity issued at close | $ 5,998,548 | ||
Contingent Consideration | $ 2,700,353 | ||
Goodwill | 11,412,264 | $ 1,351,392 | |
CommAgility [Member] | |||
Business Acquisition [Line Items] | |||
Cash at close | 11,317,500 | ||
Equity issued at close | 5,998,548 | ||
Completion Cash Adjustment | 1,382,288 | ||
Deferred Purchase Price | 2,515,000 | ||
Contingent Consideration | 2,700,353 | $ 2,700,353 | |
Total Purchase Price | 23,913,689 | ||
Cash | 4,566,510 | ||
Accounts Receivable | 2,267,124 | ||
Inventory | 1,125,532 | ||
Intangible Assets | 9,657,600 | ||
Other Assets | 167,650 | ||
Fixed Assets | 303,904 | ||
Accounts Payable | (1,171,846) | ||
Accrued Expenses | (417,213) | ||
Deferred Revenue | (638,671) | ||
Deferred Tax Liability | (1,701,586) | ||
Other LongTerm Liabilities | (339,096) | ||
Net Assets Acquired | 13,819,908 | ||
Goodwill | $ 10,093,781 |
ACQUISITION (Details) - Sched33
ACQUISITION (Details) - Schedule of activity related to contingent consideration and deferred purchase price - USD ($) | 1 Months Ended | 3 Months Ended |
Feb. 17, 2017 | Mar. 31, 2017 | |
ACQUISITION (Details) - Schedule of activity related to contingent consideration and deferred purchase price [Line Items] | ||
Fair Value At Acquisition Date, Contingent Consideration | $ 2,700,353 | |
CommAgility [Member] | ||
ACQUISITION (Details) - Schedule of activity related to contingent consideration and deferred purchase price [Line Items] | ||
Balance, Contingent Consideration | $ 2,713,748 | |
Balance, Deferred Purchase Price | 2,089,000 | |
Fair Value At Acquisition Date, Contingent Consideration | $ 2,700,353 | 2,700,353 |
Fair Value At Acquisition Date, Deferred Purchase Price | 2,515,000 | |
Accretion of Interest, Contingent Consideration | 21,916 | |
Payment, Deferred Purchase Price | (419,166) | |
Foreign Currency Translation, Contingent Consideration | (8,521) | |
Foreign Currency Translation, Deferred Purchase Price | $ (6,834) |
ACQUISITION (Details) - Sched34
ACQUISITION (Details) - Schedule of pro forma information - CommAgility [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
ACQUISITION (Details) - Schedule of pro forma information [Line Items] | ||
Net Revenues | $ 10,922,602 | $ 9,175,189 |
Net (loss) | $ (351,433) | $ (1,613,947) |
Basic net (loss) per share | $ (0.02) | $ (0.07) |
Diluted net (loss) per share | $ (0.02) | $ (0.07) |
INCOME TAXES (Details)
INCOME TAXES (Details) - 3 months ended Mar. 31, 2017 | USD ($) | GBP (£) | EUR (€) |
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards Expiration Period | 2,029 | ||
Domestic Tax Authority [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | $ 18,900,000 | ||
State and Local Jurisdiction [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | 44,400,000 | ||
Foreign Tax Authority [Member] | German Subsidiary [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | € | € 12,800,000 | ||
Operating Loss Carryforwards, Valuation Allowance | $ 5,568,950 | ||
Minimum [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Percentage of Largest Benefit to Tax Benefits Recognized | 50.00% | ||
CommAgility [Member] | Foreign Tax Authority [Member] | |||
INCOME TAXES (Details) [Line Items] | |||
Operating Loss Carryforwards | £ | £ 848,000 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of deferred tax assets and liabilities - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Net deferred tax asset: | ||
Uniform capitalization of inventory costs for tax purposes | $ 170,555 | $ 166,017 |
Reserves on inventories | 659,236 | 619,636 |
Reserves on product returns | 48,564 | 48,564 |
Tax effect of goodwill | (540,557) | (540,557) |
Book depreciation over tax | (200,266) | (121,890) |
Other timing differences | 150,777 | 135,156 |
Net operating loss carryforward | 13,179,881 | 12,559,023 |
13,468,190 | 12,865,949 | |
Valuation allowance for deferred tax assets | (5,568,950) | (5,462,349) |
$ 7,899,240 | $ 7,403,600 |
INCOME TAXES (Details) - Sche37
INCOME TAXES (Details) - Schedule of income tax expense (benefit) related to income from operations - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Current: | ||
State | $ 18,839 | |
Deferred: | ||
Federal | (495,640) | $ (336,915) |
State | (49,013) | |
Foreign | (61,500) | |
$ (538,301) | $ (385,928) |
INCOME (LOSS) PER COMMON SHAR38
INCOME (LOSS) PER COMMON SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,412,500 | 2,080,857 |
INCOME (LOSS) PER COMMON SHAR39
INCOME (LOSS) PER COMMON SHARE (Details) - Schedule of weighted average number of shares - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule of weighted average number of shares [Abstract] | ||
Weighted average common shares outstanding | 20,386,678 | 18,606,582 |
Potentially dilutive stock options | 780,003 | 407,144 |
Weighted average common shares outstanding, assuming dilution | 21,166,681 | 19,013,726 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 1,648,618 | $ 1,549,089 |
INVENTORIES (Details) - Schedul
INVENTORIES (Details) - Schedule of inventory, Current - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Inventories consist of: | ||
Raw materials | $ 4,102,194 | $ 3,558,430 |
Work-in-process | 725,356 | 531,210 |
Finished goods | 5,063,159 | 4,363,111 |
$ 9,890,709 | $ 8,452,751 |
GOODWILL AND INTANGIBLE ASSET42
GOODWILL AND INTANGIBLE ASSETS (Details) | 3 Months Ended | |
Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
GOODWILL AND INTANGIBLE ASSETS (Details) [Line Items] | ||
Goodwill | $ 11,412,264 | $ 1,351,392 |
Number of Reporting Units | 2 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 200,645 | |
Microlab [Member] | ||
GOODWILL AND INTANGIBLE ASSETS (Details) [Line Items] | ||
Goodwill | 1,351,392 | |
Embedded Solutions [Member] | ||
GOODWILL AND INTANGIBLE ASSETS (Details) [Line Items] | ||
Goodwill | $ 10,060,872 |
GOODWILL AND INTANGIBLE ASSET43
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of goodwill | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Schedule of goodwill [Abstract] | |
Beginning Balance | $ 1,351,392 |
CommAgility Acquisition | 10,093,781 |
Foreign Currency Translation | (32,909) |
Ending Balance | $ 11,412,264 |
GOODWILL AND INTANGIBLE ASSET44
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of intangible assets | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 9,657,600 |
Accumulated Amortization | (200,645) |
Foreign Exchange Translation | (34,745) |
Net Carrying Amount | 9,422,210 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 7,419,250 |
Accumulated Amortization | (130,525) |
Foreign Exchange Translation | (26,541) |
Net Carrying Amount | 7,262,184 |
Patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 1,320,375 |
Accumulated Amortization | (32,482) |
Foreign Exchange Translation | (4,725) |
Net Carrying Amount | 1,283,168 |
Noncompete Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 917,975 |
Accumulated Amortization | (37,638) |
Foreign Exchange Translation | (3,479) |
Net Carrying Amount | $ 876,858 |
GOODWILL AND INTANGIBLE ASSET45
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of estimated future amortization expense | Mar. 31, 2017USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
Remainder of 2017 | $ 1,218,484 |
2,018 | 1,624,645 |
2,019 | 1,624,645 |
2,020 | 1,357,775 |
2,021 | 1,319,651 |
Thereafter | 2,277,010 |
Total | $ 9,422,210 |
DEBT (Details)
DEBT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Feb. 16, 2017 | |
DEBT (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 85.00% | |
Payment of Legal Fees (in Dollars) | $ 212,258 | |
Debt Instrument, Covenant Description | If the Company’s Fixed Coverage Leverage Ratio (as defined in the New Credit Facility) is greater than or equalto ratio 1.25 to 1.00, a margin of 3.25% and 2.75%, respectively, is added to LIBOR rate with a step up to 3.50% and 3.00%, respectively,if the ratio is greater than or equal 1.00 to 1.00 but less than 1.25 to 1.00 and another step up to 3.75% and 3.25%, respectively,if the ratio is less than 1.00 to 1.00. | |
Line of Credit Facility, Collateral | The New Credit Facility is securedby liens on substantially all of the Company’s and its domestic subsidiaries’ assets including a pledge of 66.66%of the equity interests in the Company’s Foreign Subsidiaries (as defined in the New Credit Facility). | |
Foreign Subsidiary Holding Pledged for New Credit Facility Percentage | 66.66% | |
Term Loan [Member] | ||
DEBT (Details) [Line Items] | ||
Debt Instrument, Face Amount (in Dollars) | $ 760,000 | |
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |
Debt Instrument, Periodic Payment (in Dollars) | $ 38,000 | |
Debt Instrument, Date of First Required Payment | Apr. 1, 2017 | |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year (in Dollars) | $ 114,000 | |
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Two (in Dollars) | 152,000 | |
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Three (in Dollars) | $ 494,000 | |
Debt Instrument, Maturity Date | Nov. 16, 2019 | |
Term Loan [Member] | Coverage Ratio Greater Than1.25 to1.00 [Member] | ||
DEBT (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |
Term Loan [Member] | Coverage Ratio Greater Than 1.00 to 1.00 Less Than 1.25 to 1.00 [Member] | ||
DEBT (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |
Term Loan [Member] | Coverage Ratio Less Than 1.00 to1.00 [Member] | ||
DEBT (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |
Revolving Loan [Member] | ||
DEBT (Details) [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity (in Dollars) | $ 9,000,000 | |
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |
Debt Instrument, Maturity Date | Nov. 16, 2019 | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |
Revolving Loan [Member] | Coverage Ratio Greater Than1.25 to1.00 [Member] | ||
DEBT (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | |
Revolving Loan [Member] | Coverage Ratio Greater Than 1.00 to 1.00 Less Than 1.25 to 1.00 [Member] | ||
DEBT (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |
Revolving Loan [Member] | Coverage Ratio Less Than 1.00 to1.00 [Member] | ||
DEBT (Details) [Line Items] | ||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |
Penalty for Earlier Contractual Termination in Year One [Member] | ||
DEBT (Details) [Line Items] | ||
Line of Credit Facility Early Termination FeePercentage | 2.00% | |
Penalty for Earlier Contractual Termination in Year Two [Member] | ||
DEBT (Details) [Line Items] | ||
Line of Credit Facility Early Termination FeePercentage | 1.00% |
DEBT (Details) - Schedule of De
DEBT (Details) - Schedule of Debt | Mar. 31, 2017USD ($) |
DEBT (Details) - Schedule of Debt [Line Items] | |
Total Debt | $ 2,664,037 |
Debt Maturing within one year | (2,056,037) |
Non-current portion of long term debt | 608,000 |
Revolving Loan [Member] | |
DEBT (Details) - Schedule of Debt [Line Items] | |
Total Debt | 1,904,037 |
Term Loan [Member] | |
DEBT (Details) - Schedule of Debt [Line Items] | |
Total Debt | $ 760,000 |
ACCOUNTING FOR SHARE BASED CO48
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - USD ($) | Jan. 12, 2017 | Jan. 02, 2017 | Mar. 31, 2017 | Feb. 17, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2016 | Nov. 09, 2016 | Jun. 08, 2016 | Jun. 30, 2014 |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based Compensation | $ 301,389 | $ 98,619 | ||||||||||
Stock or Units Available for Distributions (in Shares) | 2,000,000 | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Additional Number of Share Available for Grant (in Shares) | 1,658,045 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 876,000 | 876,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||||||||
Share Based Compensation Arrangement by Share Based Payment Award Maximum Period Consider for Option Fully Exercisable | 5 years | |||||||||||
Allocated Share-based Compensation Expense | $ 301,389 | 98,619 | ||||||||||
Performance Shares [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | |||||||||||
Allocated Share-based Compensation Expense | $ 58,641 | 28,650 | ||||||||||
Restricted Stock [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | $ 145,420 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number (in Shares) | 30,000 | 120,000 | ||||||||||
Stock Based Compensation to be Amortized Depending on Certain Performance Conditions | 80,298 | 80,298 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted (in Shares) | 87,000 | |||||||||||
Allocated Share-based Compensation Expense | 9,073 | 56,748 | 55,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 8,333 | |||||||||||
Restricted Stock [Member] | Service Based Restricted 120000 Common Stock [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Stock Based Compensation to be Amortized Next Fiscal Year | 39,900 | 39,900 | ||||||||||
Restricted Stock [Member] | Service Based Restricted 30000 Common Stock [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Stock Based Compensation to be Amortized Next Fiscal Year | 16,150 | 16,150 | ||||||||||
Performance Based Stock Options [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 352,000 | 352,000 | $ 1,282,950 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 548,250 | 548,250 | 1,053,450 | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercised Aggregate Intrinsic Value | 36,550 | 36,550 | ||||||||||
Stock Granted, Value, Share-based Compensation, Gross | $ 1,090,000 | |||||||||||
Service Based Stock Options [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition | 564,562 | |||||||||||
Allocated Share-based Compensation Expense | $ 180,647 | $ 9,116 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 20,000 | 100,000 | 100,000 | 220,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | 12,050 | $ 12,050 | $ 567,300 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 1.92 | $ 1.91 | $ 1.72 | $ 1.82 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Exercise Price (in Dollars per share) | $ 1.11 | $ 1.11 | $ 0.94 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.87% | 1.94% | 1.92% | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 4 years | 4 years | 4 years | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 77.88% | 77.78% | 72.01% | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Forfeiture Rate | 0.00% | 0.00% | 0.00% | |||||||||
Terms Of Equal Annual Installments Vested Awards | 4 | 4 | ||||||||||
Number Of Equal Annual Installments Vested Awards | 4 | 4 | 4 | |||||||||
Implicit Service Period Through December 31 2020 [Member] | Performance Based Stock Options [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 875,000 | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 429,729 | $ 429,729 | ||||||||||
Implicit Service Period Through December 31, 2021 [Member] | Performance Based Stock Options [Member] | ||||||||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 200,000 | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 125,866 | $ 125,866 |
ACCOUNTING FOR SHARE BASED CO49
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity type - USD ($) | 1 Months Ended | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity type [Line Items] | |||
Share Based Compensation | $ 301,389 | $ 98,619 | |
Restricted Stock [Member] | |||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity type [Line Items] | |||
Share Based Compensation | $ 9,073 | 56,748 | 55,500 |
Performance Shares [Member] | |||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity type [Line Items] | |||
Share Based Compensation | 58,641 | 28,650 | |
Service Based Stock Options [Member] | |||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity type [Line Items] | |||
Share Based Compensation | 180,647 | 9,116 | |
Performance Based Restricted Common Stock [Member] | |||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity type [Line Items] | |||
Share Based Compensation | $ 5,353 | $ 5,353 |
ACCOUNTING FOR SHARE BASED CO50
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of non-vested restricted stock activity - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of non-vested restricted stock activity [Line Items] | |
Non-vested at January 1, 2017 | shares | 244,291 |
Non-vested at January 1, 2017 | $ / shares | $ 1.52 |
Vested | shares | (521) |
Vested | $ / shares | $ 1.34 |
Non-vested at March 31, 2017 | shares | 243,770 |
Non-vested at March 31, 2017 | $ / shares | $ 1.52 |
ACCOUNTING FOR SHARE BASED CO51
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of performance-based stock option activity, and related Information - Performance Based Stock Options [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of performance-based stock option activity, and related Information [Line Items] | |
Outstanding, January 1, 2017 | shares | 2,165,000 |
Outstanding, January 1, 2017 | $ / shares | $ 1.32 |
Exercised | shares | (50,000) |
Exercised | $ / shares | $ 0.75 |
Outstanding, March 31, 2017 | shares | 2,115,000 |
Outstanding, March 31, 2017 | $ / shares | $ 1.34 |
Options exercisable: | |
March 31, 2017 | shares | 1,040,000 |
March 31, 2017 | $ / shares | $ 0.96 |
ACCOUNTING FOR SHARE BASED CO52
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of service-based stock option activity, and related Information - Service Based Stock Options [Member] - $ / shares | Jan. 12, 2017 | Jan. 02, 2017 | Feb. 17, 2017 | Mar. 31, 2017 |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of service-based stock option activity, and related Information [Line Items] | ||||
Outstanding, January 1, 2017 | 1,198,000 | 1,198,000 | 1,198,000 | |
Outstanding, January 1, 2017 | $ 1.51 | $ 1.51 | $ 1.51 | |
Granted | 20,000 | 100,000 | 100,000 | 220,000 |
Granted | $ 1.92 | $ 1.91 | $ 1.72 | $ 1.82 |
Outstanding, March 31, 2017 | 1,418,000 | |||
Outstanding, March 31, 2017 | $ 1.59 | |||
Options exercisable: | ||||
March 31, 2017 | 218,417 | |||
March 31, 2017 | $ 1.96 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
SEGMENT INFORMATION (Details) [Line Items] | |||
Number of Reportable Segments | 3 | ||
United States [Member] | |||
SEGMENT INFORMATION (Details) [Line Items] | |||
Revenue, Net | $ 6,461,065 | $ 4,772,171 | |
UNITED KINGDOM | |||
SEGMENT INFORMATION (Details) [Line Items] | |||
Revenue, Net | 595,629 | ||
Germany [Member] | |||
SEGMENT INFORMATION (Details) [Line Items] | |||
Revenue, Net | 212,036 | 236,400 | |
Israel [Member] | |||
SEGMENT INFORMATION (Details) [Line Items] | |||
Revenue, Net | $ 249,422 | ||
China [Member] | |||
SEGMENT INFORMATION (Details) [Line Items] | |||
Revenue, Net | $ 437,951 | $ 187,171 |
SEGMENT INFORMATION (Details) -
SEGMENT INFORMATION (Details) - Schedule of segment reporting financial information including total assets by segment - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net sales by segment: | ||
Net sales by segment | $ 9,548,758 | $ 6,368,415 |
Segment income (loss): | ||
Segment income (loss) | 703,956 | 27,479 |
Other unallocated amounts: | ||
Corporate expenses | (2,422,936) | (948,130) |
Other (expenses) income - net | (50,764) | (41,604) |
Consolidated income (loss) before Income tax provision (benefit) | (1,769,744) | (962,255) |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 414,120 | 115,858 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 192,075 | 74,474 |
Network Solutions [Member] | ||
Net sales by segment: | ||
Net sales by segment | 5,515,301 | 4,213,314 |
Segment income (loss): | ||
Segment income (loss) | 908,221 | 339,926 |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 101,364 | 55,747 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 83,959 | 55,230 |
Test and Measurement [Member] | ||
Net sales by segment: | ||
Net sales by segment | 3,036,681 | 2,155,101 |
Segment income (loss): | ||
Segment income (loss) | 25,206 | (312,447) |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 93,386 | 60,111 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 66,139 | $ 19,244 |
Embedded Solutions [Member] | ||
Net sales by segment: | ||
Net sales by segment | 996,776 | |
Segment income (loss): | ||
Segment income (loss) | (229,471) | |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 219,370 | |
Capital expenditures by segment: | ||
Capital expenditures by segment | $ 41,977 |
SEGMENT INFORMATION (Details)55
SEGMENT INFORMATION (Details) - Schedule of segment reporting information total assets by segment - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Total assets by segment: | ||
Total assets by segments | $ 42,387,223 | $ 18,446,249 |
Corporate assets, principally cash and cash equivalents and deferred income taxes | 10,269,647 | 16,988,886 |
Total consolidated assets | 52,656,870 | 35,435,135 |
Network Solutions [Member] | ||
Total assets by segment: | ||
Total assets by segments | 11,345,314 | 10,594,770 |
Test and Measurement [Member] | ||
Total assets by segment: | ||
Total assets by segments | 7,449,613 | $ 7,851,479 |
Embedded Solutions [Member] | ||
Total assets by segment: | ||
Total assets by segments | $ 23,592,296 |
SEGMENT INFORMATION (Details)56
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Revenues | $ 9,548,758 | $ 6,368,415 |
Americas [Member] | ||
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Revenues | 6,959,419 | 5,065,636 |
Europe, Middle East, Africa [Member] | ||
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Revenues | 1,971,924 | 948,357 |
Asia Pacific [Member] | ||
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Revenues | $ 617,415 | $ 354,422 |
COMMITMENTS AND CONTINGENCIES57
COMMITMENTS AND CONTINGENCIES (Details) | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Warranties Period of Product | 1 year |
Lease Expiration Date | Mar. 31, 2023 |
Monthly Leases Minimum Payments Due in Year One | $ 33,000 |
Monthly Leases Maximum Payments Due in Year Eight | 41,000 |
Allowance Received for Improvement | $ 300,000 |
Description of Lessor Leasing Arrangements, Operating Leases | The lease can be renewed at the Company’s option for one five-year periodat fair market value to be determined at term expiration. |
Lease Renewal Option | 1 |
Lease Renewable Term | 5 years |
COMMITMENTS AND CONTINGENCIES58
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of contractual obligations | Mar. 31, 2017USD ($) |
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of contractual obligations [Line Items] | |
Contractual Obligations, Total | $ 5,912,138 |
Contractual Obligations, Less than 1 Year | 3,262,262 |
Contractual Obligations, 1-3 Years | 1,631,079 |
Contractual Obligations, 4-5 Years | 527,003 |
Contractual Obligations, More than 5 Years | 491,796 |
Facility Leases [Member] | |
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of contractual obligations [Line Items] | |
Contractual Obligations, Total | 2,906,871 |
Contractual Obligations, Less than 1 Year | 468,626 |
Contractual Obligations, 1-3 Years | 1,468,978 |
Contractual Obligations, 4-5 Years | 477,472 |
Contractual Obligations, More than 5 Years | 491,796 |
Purchase Obligations [Member] | |
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of contractual obligations [Line Items] | |
Contractual Obligations, Total | 2,739,602 |
Contractual Obligations, Less than 1 Year | 2,739,602 |
Operating and Equipment Leases [Member] | |
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of contractual obligations [Line Items] | |
Contractual Obligations, Total | 265,665 |
Contractual Obligations, Less than 1 Year | 54,034 |
Contractual Obligations, 1-3 Years | 162,101 |
Contractual Obligations, 4-5 Years | $ 49,531 |