Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 01, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | WIRELESS TELECOM GROUP INC | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 22,866,883 | ||
Entity Public Float | $ 26,519,581 | ||
Amendment Flag | false | ||
Entity Central Index Key | 878,828 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash & cash equivalents | $ 2,458 | $ 9,351 |
Accounts receivable - net of reserves of $44 and $11, respectively | 9,041 | 5,184 |
Inventories - net of reserves of $1,856 and $1,549, respectively | 6,526 | 8,453 |
Prepaid expenses and other current assets | 4,733 | 865 |
TOTAL CURRENT ASSETS | 22,758 | 23,853 |
PROPERTY PLANT AND EQUIPMENT - NET | 2,730 | 2,167 |
OTHER ASSETS | ||
Goodwill | 10,260 | 1,351 |
Acquired intangible assets, net | 4,511 | |
Deferred income taxes | 5,939 | 7,404 |
Other | 723 | 660 |
TOTAL OTHER ASSETS | 21,433 | 9,415 |
TOTAL ASSETS | 46,921 | 35,435 |
CURRENT LIABILITIES | ||
Short term debt | 1,335 | |
Accounts payable | 4,109 | 2,987 |
Accrued expenses and other current liabilities | 2,894 | 673 |
Deferred revenue | 629 | |
TOTAL CURRENT LIABILITIES | 8,967 | 3,660 |
LONG TERM LIABILITIES | ||
Long term debt | 494 | |
Other long term liabilities | 1,590 | 69 |
Deferred tax liability | 767 | |
TOTAL LONG TERM LIABILITIES | 2,851 | 69 |
COMMITMENTS AND CONTINGENCIES - see Note 14 | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued | ||
Common stock, $.01 par value, 75,000,000 shares authorized, 33,868,252 and 29,786,224 shares issued, 22,772,167 and 18,751,346 shares outstanding | 339 | 298 |
Additional paid in capital | 47,494 | 40,562 |
Retained earnings | 7,176 | 11,669 |
Treasury stock at cost, - 11,096,085 and 11,034,878 shares, respectively | (20,910) | (20,823) |
Accumulated other comprehensive income | 1,004 | |
TOTAL SHAREHOLDERS’ EQUITY | 35,103 | 31,706 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 46,921 | $ 35,435 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, net of reserves (in Dollars) | $ 44 | $ 11 |
Inventories, net of reserves (in Dollars) | $ 1,856 | $ 1,549 |
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 | 0 | 0 |
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 | 33,868,252 | 29,786,224 |
Common stock, shares outstanding | 22,772,167 | 18,751,346 |
Treasury stock, shares | 11,096,085 | 11,034,878 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
NET REVENUES | $ 46,078 | $ 31,327 |
COST OF REVENUES | 26,817 | 18,165 |
GROSS PROFIT | 19,261 | 13,162 |
Operating Expenses | ||
Research and development | 4,395 | 4,046 |
Sales and marketing | 6,960 | 5,196 |
General and administrative | 11,104 | 6,468 |
Gain on change in fair value of contingent consideration | (253) | |
Total Operating Expenses | 22,206 | 15,710 |
Operating loss | (2,945) | (2,548) |
Other income/(expense) | (5) | 364 |
Interest expense | (296) | |
Loss before taxes | (3,246) | (2,184) |
Tax Provision/(Benefit) | 1,247 | (352) |
Net Loss | (4,493) | (1,832) |
Other Comprehensive Loss | ||
Foreign currency translation adjustments | 1,004 | |
Comprehensive Loss | $ (3,489) | $ (1,832) |
Net Loss per common share | ||
Basic (in Dollars per share) | $ (0.22) | $ (0.10) |
Diluted (in Dollars per share) | $ (0.22) | $ (0.10) |
Weighted average shares outstanding | ||
Basic (in Shares) | 19,983,747 | 18,464,022 |
Diluted (in Shares) | 19,983,747 | 18,464,022 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Total |
Balances, Shares (in Shares) | 29,627,891 | |||||
Balances at Dec. 31, 2015 | $ 296 | $ 39,865 | $ 13,501 | $ (20,758) | $ 0 | $ 32,904 |
Net Income (loss) | (1,832) | (1,832) | ||||
Issuance of shares in connection with stock options exercised | ||||||
Issuance of shares in connection with stock options exercised, Shares (in Shares) | ||||||
Share-based compensation expense | 699 | 699 | ||||
Issuance of shares in connection with CommAgility acquisition | ||||||
Issuance of shares in connection with CommAgility acquisition, Shares (in Shares) | ||||||
Issuance of restricted stock | $ 2 | (2) | ||||
Issuance of restricted stock, Shares (in Shares) | 188,333 | |||||
Forfeiture of restricted stock, Shares (in Shares) | (30,000) | |||||
Cumulative translation adjustment | ||||||
Cumulative translation adjustment, Shares (in Shares) | ||||||
Repurchase of stock | (65) | (65) | ||||
Balances at Dec. 31, 2016 | $ 298 | 40,562 | 11,669 | $ (20,823) | 0 | $ 31,706 |
Balances, Shares (in Shares) | 29,786,224 | 18,751,346 | ||||
Net Income (loss) | (4,493) | $ (4,493) | ||||
Issuance of shares in connection with stock options exercised | $ 6 | 431 | 437 | |||
Issuance of shares in connection with stock options exercised, Shares (in Shares) | 557,500 | |||||
Share-based compensation expense | 536 | 536 | ||||
Issuance of shares in connection with CommAgility acquisition | $ 35 | 5,965 | 6,000 | |||
Issuance of shares in connection with CommAgility acquisition, Shares (in Shares) | 3,487,528 | |||||
Issuance of restricted stock | $ 1 | (1) | ||||
Issuance of restricted stock, Shares (in Shares) | 150,000 | |||||
Forfeiture of restricted stock | $ (1) | 1 | ||||
Forfeiture of restricted stock, Shares (in Shares) | (113,000) | |||||
Cumulative translation adjustment | 1,004 | $ 1,004 | ||||
Shares withheld for employee taxes (in Shares) | (87) | (87) | ||||
Balances at Dec. 31, 2017 | $ 339 | $ 47,494 | $ 7,176 | $ (20,910) | $ 1,004 | $ 35,103 |
Balances, Shares (in Shares) | 33,868,252 | 22,772,167 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES | ||
Net loss | $ (4,493) | $ (1,832) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 1,747 | 503 |
Amortization of debt issuance fees | 68 | |
Share-based compensation expense | 536 | 699 |
Deferred rent | 23 | 36 |
Deferred income taxes | 1,395 | (390) |
Provision for (recovery of) doubtful accounts | 33 | (95) |
Inventory reserves | 1,357 | 439 |
Changes in assets and liabilities, net of acquisition | ||
Accounts receivable | (1,456) | 362 |
Inventories | 1,713 | (823) |
Prepaid expenses and other assets | (119) | (173) |
Accounts payable | (210) | 1,873 |
Accrued expenses and other current liabilities | 809 | 25 |
Net cash provided by operating activities | 1,403 | 624 |
CASH FLOWS (USED) BY INVESTING ACTIVITIES | ||
Capital expenditures | (927) | (819) |
Proceeds from asset disposal | 7 | |
Acquisition of business, net of cash acquired | (9,434) | |
Net cash (used by) investing activities | (10,354) | (819) |
CASH FLOWS PROVIDED/(USED) BY FINANCING ACTIVITIES | ||
Revolver borrowings | 58,420 | |
Revolver repayments | (57,237) | |
Term loan borrowings | 760 | |
Term loan repayments | (114) | |
Debt issuance fees | (215) | |
Proceeds from exercise of stock options | 437 | |
Repayments of equipment lease payable | (115) | |
Repurchase of common stock - 42,995 shares | (65) | |
Shares withheld for employee taxes | (87) | |
Net cash provided/(used by) financing activities | 1,964 | (180) |
Effect of exchange rate changes on cash and cash equivalents | 94 | |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (6,893) | (375) |
Cash and cash equivalents, at beginning of period | 9,351 | 9,726 |
CASH AND CASH EQUIVALENTS, AT END OF PERIOD | 2,458 | 9,351 |
SUPPLEMENTAL INFORMATION | ||
Cash paid during the period for interest | 125 | |
Cash paid during the period for income taxes | $ 68 | 117 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Capital expenditures | (42) | |
Equipment lease payable | $ 42 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parentheticals) shares in Thousands | 12 Months Ended |
Dec. 31, 2017shares | |
Common stock repurchase, shares | 42,995 |
DESCRIPTION OF COMPANY AND SUMM
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 - DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization and Basis of Presentation Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is a global designer and manufacturer of advanced radio frequency (“RF”) and microwave components, modules, systems and instruments and currently markets its products and services worldwide under the Boonton, Microlab, Noisecom and CommAgility brands. Serving the wireless, telecommunication, satellite, military, aerospace, and semiconductor industries, Wireless Telecom Group products enable innovation across a wide range of traditional and emerging wireless technologies. With a unique set of high-performance products including peak power meters, signal analyzers, signal processing modules, long term evolution (“LTE”) physical layer (“PHY”) and stack software, power splitters and combiners, global positioning system (“GPS”) repeaters, public safety monitors, noise sources, and programmable noise generators, Wireless Telecom Group supports the development, testing, and deployment of wireless technologies around the globe. The consolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as, and operating under the trade name, Noise Com, Inc. (“Noisecom”), and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Consolidated Financial Statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the results of companies acquired by the Company from the date of each acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The Company presents its operations in three reportable segments: (1) Network solutions, (2) Test and measurement and (3) Embedded solutions. The Network solutions segment is comprised primarily of the operations of Microlab. The Test and measurement segment is comprised of the operations of Boonton and Noisecom. The Embedded solutions segment is comprised of the operations of CommAgility. Use of Estimates The accompanying financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. The most significant estimates and assumptions include management’s analysis in support of 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 estimated fair values of acquired assets and liabilities in business combinations. Concentrations of Credit Risk, Purchases and Fair Value Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. 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. For the year ended December 31, 2017 one customer, from the Embedded solutions segment, accounted for 10.4% of the Company’s total consolidated revenues. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 17.8% and 11.2%, respectively. At December 31, 2016, one customer represented 16% of the Company’s gross accounts receivable balance. For the years ended December 31, 2017 and 2016 no single third-party supplier accounted for 10% or more of the Company’s total consolidated inventory purchases. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of operating accounts. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Estimated allowances for doubtful accounts are reviewed periodically taking into account the customer’s recent payment history, the customer’s current financial statements and other information regarding the customer’s credit worthiness. Account balances are charged off against the allowance when it is determined the receivable will not be recovered. Inventories Inventories are stated at the lower of cost (average cost) or market value. Market value is based upon an estimated average selling price reduced by estimated costs of completion, disposal and transportation. Reductions in inventory valuation are included in cost of sales in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Finished goods and work-in-process include material, labor and manufacturing expenses. The Company reviews inventory for excess and obsolescence based on best estimates of future demand, product lifecycle status and product development plans. The Company uses historical information along with these future estimates to reduce the inventory cost basis. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. During the year ended 2017 the Company recorded inventory adjustments totaling $1,930 comprised of an increase to the Company’s excess and obsolescence reserve of $1,121 and the write off of gross inventory of $809. The charge was effected as a result of a review of inventory balances and net realizable value of the inventory following the launch of the Company’s lean manufacturing initiative and the adoption of a strategic product plan focused on product lifecycle acceleration. Inventory carrying value is net of inventory reserves of $1,856 and $1,549 as of December 31, 2017 and 2016, respectively. Inventories consist of: December 31, December 31, Raw materials $ 3,231 $ 3,559 Work-in-process 631 531 Finished goods 2,664 4,363 $ 6,526 $ 8,453 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets generally consist of income tax receivables, prepaid insurance, prepaid maintenance agreements and the short term portion of debt issuance costs. As of December 31, 2017, prepaid and other current assets includes $3,599 contingent asset representing the fair value of consideration shares issued in connection with the CommAgility acquisition (see Note 2) that are expected to be returned to the Company under the claw back provision of the Share Purchase Agreement. Upon execution of the claw back provisions the Company will reduce prepaid expenses and other current assets and shareholders’ equity by $3,599 and the share will no longer be considered outstanding. Property, Plant and Equipment Property, plant and equipment are reflected at cost, less accumulated depreciation. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for the property, plant and equipment are: Machinery and computer equipment 3-8 years Furniture and fixtures 5-7 years Transportation equipment 4 years Leasehold improvements are amortized over the shorter of the remaining term of the lease or the estimated economic life of the improvement. Repairs and maintenance are charged to operations as incurred; renewals and betterments are capitalized. 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 evaluated for impairment annually by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. After assessing the totality of events or circumstances, if we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of any impairment. The Company’s goodwill balance of $10,260 at December 31, 2017 relates to two of the Company’s reporting units, Embedded solutions and Network solutions. The Company’s goodwill balance of $1,351 at December 31, 2016 relates to Network solutions. Management’s qualitative assessment performed in the fourth quarters of 2017 and 2016 did not indicate any impairment of goodwill as each reporting units fair value is estimated to be in excess of its carrying value. Intangible and Long-lived Assets Intangible assets include patents, non-competition agreements, customer relationships and trademarks. Intangible assets with finite lives 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. Intangible assets determined to have indefinite useful lives are not amortized but are tested for impairment annually and more frequently if events occur or circumstances change that indicate an asset may be impaired. 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 (See Note 2) the Company may be required to pay additional purchase price if certain financial targets are achieved for the years ending 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 $754 (see Note 2) 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 revenues and Adjusted EBITDA, as defined, and 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 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 (“VSOE”) 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. Shipping and Handling Freight billed to customers is recorded as revenue. The Company classifies shipping and handling costs associated with the distribution of finished product to our customers as cost of sales. 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 weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Consolidated Statements of 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 Consolidated Statements of Operations and Comprehensive Loss. Other Comprehensive Income (Loss) Other comprehensive income (loss) is recorded directly to a separate section of shareholders’ equity in accumulated other comprehensive income and primarily includes unrealized gains and losses excluded from the Consolidated Statements of Operations and Comprehensive Loss. These unrealized gains and losses consist of changes in foreign currency translation. Research and Development Costs Research and development costs are charged to operations when incurred. The amounts charged to operations for the years ended December 31, 2017 and 2016 were $4,395 and $4,046, respectively. Advertising Costs Advertising expenses are charged to operations during the year in which they are incurred and aggregated $87 and $150 for the years ended December 31, 2017 and 2016, respectively. Stock-Based Compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation” which requires that compensation expense be recognized, based on the fair value of the stock awards. The fair value of the stock awards is equal to the fair value of the Company’s stock on the date of grant. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. When performance-based options are granted, the Company takes into consideration guidance under ASC 718 and SEC Staff Accounting Bulletin No. 107 (SAB 107) when determining assumptions. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of our shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate is based on the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The Company accounts for forfeitures when they occur. Management estimates are necessary in determining compensation expense for stock options with performance-based vesting criteria. Compensation expense for this type of stock-based award is recognized over the period from the date the performance conditions are determined to be probable of occurring through the implicit service period, which is the date the applicable conditions are expected to be met. If the performance conditions are not considered probable of being achieved, no expense is recognized until such time as the performance conditions are considered probable of being met, if ever. If the award is forfeited because the performance condition is not satisfied, previously recognized compensation cost is reversed. Management evaluates performance conditions on a quarterly basis. Income Taxes The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes”. This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. The Company evaluates which portion, if any, will more likely than not be realized by offsetting future taxable income, taking into consideration any limitations that may exist on its use of its net operating loss carry-forwards. Under ASC 740, the Company must recognize and disclose uncertain tax positions 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 amounts recognized in the financial statements attributable to such position, if any, are recorded if there is a greater than 50% likelihood of being realized upon the ultimate resolution of the position. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition or disclosure in its consolidated financial statements. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018. As a result, the Company re-measured its U.S. deferred tax assets at the new lower corporate income tax rate. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of the Company’s foreign subsidiary as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiary, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. See Note 12 for a discussion of the impact the TCJA. Income (Loss) Per Common Share Basic income (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 income (loss) per share is calculated by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options using the treasury stock method and unvested restricted shares. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding. For the Years Ended December 31, 2017 2016 Weighted average common shares outstanding 19,984 18,464 Potentially dilutive stock options 878 706 Weighted average common shares outstanding, assuming dilution 20,862 19,170 Common stock equivalents are included in the diluted income (loss) per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented. The weighted average number of options to purchase common stock not included in diluted loss per share, because the effects are anti-dilutive, was 848 and 1,189 for 2017 and 2016, respectively. Recent Accounting Pronouncements Affecting the Company In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted. The Company early adopted this standard as of January 1, 2017. 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” (“ASU 2016-15”), to address some questions about the presentation and classification of certain cash receipts and payments in the statement of cash flows. The update addresses eight specific issues, including contingent consideration payments made after a business combination, distribution received from equity method investees and the classification of cash receipts and payments that have aspects of more than one class of cash flows. This standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). Under ASU 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with the fair value up to the amount of taxes owed using the maximum statutory rate in the employee’s applicable jurisdiction(s). ASU 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it is not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeiture awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The adopted standard did not have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is in the process of evaluating the impact of ASU 2016-02 on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers The most significant impact of ASU 2014-09, relates to the Company’s accounting for software license agreements which have multiple deliverables. For these arrangements, the Company will recognize revenue for each deliverable at a point in time when control is transferred to the customer since each deliverable has stand-alone value and the criteria to establish VSOE of fair value has been eliminated. Under the existing guidance the Company recognized revenue at the delivery of the final software deliverable when VSOE did not exist for the undelivered element. Adoption of the new standard will generally result in an acceleration of revenues recognized for certain multiple deliverable software license arrangements primarily in the Embedded solutions segment. These multiple deliverable arrangements represented less than 2% of total consolidated revenues for the year ended December 31, 2017. Based on customer-specific contracts in effect at December 31, 2017, the Company expects to recognize a cumulative effect adjustment of approximately $400 to $425 that increases retained earnings on the Consolidated Balance Sheet. The adjustment reflects revenue that would have been recognized in 2018. For the Company’s Consolidated Balance Sheet, the adoption of ASU 2014-09 will result is some reclassifications among financial statement accounts, but these reclassifications will not materially change the total amount of net assets at December 31, 2017. Management 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 | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 2 - 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 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 Company paid $11,318 in cash on acquisition date and issued 3,488 shares of newly issued common stock (“Consideration Shares”) with an acquisition date fair value of $6,000. Pursuant to the claw back provision of the Share Purchase Agreement, 2,093 of the Consideration Shares are subject to forfeiture and return to the Company if (a) 2017 EBITDA, as defined, generated by CommAgility is less than £2,400; or (b) 2018 EBITDA, as defined, generated by CommAgility is less than £2,400 (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 Company now estimates that the 2017 Adjusted EBITDA target will not be met; thus we believe all 2,093 Consideration shares will be forfeited. Accordingly, the Company recorded a contingent asset of $3,599 which represents the fair value of the Consideration Shares as of acquisition date. This contingent asset is included in prepaid expenses and other current assets in the Consolidated Balance Sheet as of December 31, 2017. Upon execution of the claw back provision prepaid and other current assets and shareholders’ equity will be reduced by $3,599. The acquisition has been accounted for under the acquisition method of accounting in accordance with ASC 805, “Business Combinations”. Accounting for acquisitions requires us to recognize separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While we use our best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. During the twelve months ended December 31, 2017 the Company recorded measurement period adjustments related to the completion of the valuation of intangible assets, contingent consideration, the contingent asset associated with the equity claw back and deferred taxes. The Company incurred $1,290 of acquisition-related costs during the twelve months ended December 31, 2017, which is included as part of general and administrative expense in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Since the acquisition date of February 17, 2017, CommAgility contributed $9,646 of net sales to the Company for the twelve months ended December 31, 2017. 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 Amounts Recognized as Measurement Period Amounts Recognized as Cash at close $ 11,318 $ - $ 11,318 Equity issued at close 6,000 - 6,000 Completion Cash Adjustment 1,382 - 1,382 Deferred Purchase Price 2,515 - 2,515 Contingent Consideration 2,700 (1,946) 754 Total Purchase Price 23,915 (1,946) 21,969 Cash 4,567 - 4,567 Accounts Receivable 2,267 (33) 2,234 Inventory 1,126 (41) 1,085 Intangible Assets 9,658 (4,541) 5,117 Contingent Asset - 3,599 3,599 Other Assets 168 - 168 Fixed Assets 304 - 304 Accounts Payable (1,172) (2) (1,174) Accrued Expenses (417) - (417) Deferred Revenue (639) - (639) Deferred Tax Liability (1,702) 867 (835) Other Long Term Liabilities (339) - (339) Net Assets Acquired 13,821 (151) 13,670 Goodwill $ 10,094 $ (1,795) $ 8,299 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 twelve months ended December 31, 2017: Contingent Deferred Purchase Balance at Beginning of Period $ - $ - Fair Value At Acquisition Date 2,700 2,515 Accretion of Interest 73 - Payment - (1,408 ) Measurement Period Adjustment (1,946 ) - Fair Value Adjustment (253 ) - Foreign Currency Translation 56 123 Balance as of December 31, 2017 $ 630 $ 1,230 As of December 31, 2017, $780 of deferred purchase price is included in accrued expenses and other current liabilities on the consolidated balance sheet. As of December 31, 2017, $630 of contingent consideration and $450 of deferred purchase price is included in other long term liabilities on the consolidated balance sheet. Pro Forma Information (Unaudited) The following unaudited pro forma information presents 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 3) used to finance the acquisition of CommAgility; and (iii) inclusion of acquisition-related expenses in the earliest period presented. 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. Pro-forma results for the years ended December 31, 2017 and 2016 are presented below (in thousands, except per share amounts): (Unaudited) 2017 2016 Net Revenues $ 48,130 $ 42,988 Net loss $ (1,843) $ (2,848) Basic net loss per share $ (0.09) $ (0.14) Diluted net loss per share $ (0.09) $ (0.14) |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 3 - DEBT Debt consists of the following: December 31, 2017 Revolver at LIBOR Plus Margin $ 1,183 Term Loan at LIBOR Plus Margin 646 Total Debt 1,829 Debt Maturing within one year (1,335) Non-current portion of long term debt $ 494 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 (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 (“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 paid lender and legal fees of $215 which were primarily related to the Revolver and are capitalized and presented as other current and non-current assets in the Consolidated Balance Sheets. These costs are recognized as additional interest expense over the term of the related debt instrument using the straight line method. The Company must repay the Term Loan in installments of $38 per quarter due on the first day of each fiscal quarter beginning April 1, 2017 and continuing until the term loan maturity date, on which the remaining balance is due in a final installment. The future principal payments under the term loan are $152 in 2018 and $494 in 2019. The Term Loan and Revolver are both scheduled to mature on November 16, 2019. 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 were fixed at 3.50% and 3.00% per annum, respectively, through September 30, 2017. Thereafter, the margins were subject to increase or decrease by Lender on the first day of each of the Borrowers’ fiscal quarters based upon the Fixed Charge Coverage Ratio (as defined in the New Credit Facility) as of the most recently ended fiscal quarter falling into three levels. If the Company’s Fixed Charge Coverage Ratio is greater than or equal to 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. The Company is also required to pay a commitment fee on the unused commitments under the Revolver at a rate equal to 0.50% per annum and early termination fee of (a) 2% of the Revolver Commitment Amount and Term Loan if termination occurs before the first anniversary of the New Credit Facility or (b) 1% of the Revolver Commitment Amount and Term Loan if termination occurs after the first anniversary of the New Credit Facility but before the second anniversary of the New Credit Facility. The Company’s interest rate plus margin as of December 31, 2017 on the New Credit Facility was 4.38% and 4.88% for the revolver and term loan, respectively. 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. Events of default under the New Credit Facility include but are not limited to: failure to pay obligations when due, breach or failure of any covenant, insolvency or bankruptcy, materially misleading representations or warranties, occurrence of a Change in Control (as defined) or occurrence of conditions that have a Material Adverse Effect (as defined). On August 3, 2017 the Company entered into Amendment No. 1 to the New Credit Facility, effective June 30, 2017, which amended the definition of EBITDA to exclude the non-cash inventory adjustment of $1,930 recorded during the three months ended June 30, 2017 and to reduce the pledge of equity interests in the Company’s Foreign Subsidiaries from 66.66% to 66.33%. As of December 31, 2017, and the date hereof, the Company is in compliance with the covenants of the New Credit Facility. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 4 - GOODWILL AND INTANGIBLE ASSETS Goodwill consists of the following: December 31, 2017 Beginning Balance $ 1,351 CommAgility Acquisition 10,094 Measurement Period Adjustments (1,795) Foreign Currency Translation 610 Ending Balance $ 10,260 Intangible assets consist of the following: Gross Carrying Accumulated Foreign Exchange Net Carrying Customer Relationships $ 2,766 $ (494 ) $ 178 $ 2,450 Patents 615 (109 ) 39 545 Non-Compete Agreements 1,107 (334 ) 69 842 Tradename 629 - 45 674 Total $ 5,117 $ (937 ) $ 331 $ 4,511 Amortization of acquired intangible assets was $937 for the twelve months ended December 31, 2017. Amortization of acquired intangible assets is included as part of general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. The estimated future amortization expense related to intangible assets is as follows as of December 31, 2017: 2018 $ 1,122 2019 1,122 2020 776 2021 726 2022 91 Total $ 3,837 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 - PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, consist of the following as of December 31: 2017 2016 Machinery & Equipment $ 7,268 $ 6,392 Furniture & Fixtures 383 140 Transportation Equipment 2 121 Leasehold Improvements 1,121 984 Gross property, plant and equipment 8,774 7,637 Less: accumulated depreciation 6,044 5,470 Net property, plant and equipment $ 2,730 $ 2,167 Depreciation expense of $682 and $503 was recorded for the years ended December 31, 2017 and 2016, respectively. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Other Assets Disclosure [Text Block] | NOTE 6 - OTHER ASSETS Other assets consist of the following as of December 31: 2017 2016 Long term debt issuance costs $ 69 $ - Deferred costs 124 - Product demo assets 431 560 Security deposits 50 50 Other 49 50 Total $ 723 $ 660 Product demo assets are net of accumulated amortization expense of $1,129 and $1,001 as of December 31, 2017 and 2016, respectively. Amortization expense related to demo assets was $128 and $133 in 2017 and 2016, respectively. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 7 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consist of the following as of December 31: 2017 2016 Deferred purchase price $ 780 $ - Bonus 360 - Payroll and related benefits 594 93 Commissions 331 130 Severance 244 - Professional fees 109 195 Sales and use and VAT tax 98 113 Goods received not invoiced 73 10 Other 305 132 Total $ 2,894 $ 673 |
STOCK REPURCHASES
STOCK REPURCHASES | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Treasury Stock [Text Block] | NOTE 8 - STOCK REPURCHASES (in thousands, except per share amounts) During 2016 under the Company’s stock repurchase program, the Company repurchased 43 shares of its own common stock pursuant to the program at an aggregate cost of $65, or $1.52 average cost per share. The 2016 repurchases were funded from available cash. There were no repurchases of common stock under the stock repurchase program in 2017. |
ACCOUNTING FOR SHARE BASED COMP
ACCOUNTING FOR SHARE BASED COMPENSATION | 12 Months Ended |
Dec. 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. The Company’s results for the years ended December 31, 2017 and December 31, 2016 include share-based compensation expense totaling $536 and $699, respectively. Such amounts have been included in the consolidated statement of operations and comprehensive loss within operating expenses. During the twelve months ended December 31, 2017 the Company reversed $473 and $119 in share-based compensation expense for unvested stock options and restricted shares, respectively, that were forfeited as a result of employees exiting the Company. The total shares forfeited were 113 restricted shares and 1,147 stock options. The Company had assumed a zero forfeiture rate in prior periods. 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 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 shares of the Company’s common stock to be available for future grants under the 2012 Plan. As of December 31, 2017, there were 26 shares available for issuance under the 2012 Plan, including those shares available under the Company’s prior incentive compensation plan as of such date. All service-based options granted have ten-year terms from the date of grant and typically vest quarterly or 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 only 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 for the years ending December 31: 2017 2016 Service - based Restricted Common Stock $ 230 $ 208 Performance-based Restricted Common Stock (62) 21 Performance-based Stock Options (235) 115 Service -based Stock Options 603 355 $ 536 $ 699 During the twelve months ended December 31, 2017 the Company reversed $473 and $119 in share-based compensation expense related to stock option and restricted share forfeitures, respectively, that occurred in 2017. These forfeitures were related to performance based stock options and restricted shares that were being amortized through 2020 related to employees that left the Company in 2017. As of December 31, 2017, $569 of unrecognized compensation costs related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.8 years and $100 of unrecognized compensation costs related to unvested restricted shares is expected to be recognized over a remaining weighted average period of 0.6 years. 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 December 31, 2017, and changes during the twelve months ended December 31, 2017, are presented below (in thousands, except per share amounts): 2017 2016 Non-vested Restricted Shares Number Weighted Number Weighted Non-vested as of January 1 244 $1.52 187 $2.01 Granted 150 $1.65 188 $1.38 Vested and Issued (122) ($1.73) (101) $2.22 Forfeited (113) ($1.77) (30) $1.33 Non-vested as of December 31 159 $1.64 244 $1.52 The following table summarizes the restricted common stock awards granted to certain directors and officers of the company during the years ended December 31, 2017 and 2016 under the 2012 Plan (in thousands, except per share amounts): Number Fair Vesting 2017 6/5/17 - Service Grant - BOD 150 $1.65 Next Annual Meeting - June 2018 2016 11/13/2016 - Service Grant - BOD 15 $1.59 Annual Meeting - June 2017 11/9/2016 - Service Grant - BOD 15 $1.64 Annual Meeting - June 2017 6/30/16 - Service Grant - CEO 8 $1.34 Quarterly Vesting through June 2020 6/8/16 - Service Grant - BOD 120 $1.33 Annual Meeting - June 2017 2016 Total 158 Performance-Based Stock Option Awards A summary of performance-based stock option activity, and related information for the year ended December 31, 2017 follows (in thousands, except per share amounts): 2017 2016 Options Weighted Options Weighted Average Outstanding as of January 1 2,165 $1.32 1,965 $1.32 Granted - - 200 $1.36 Exercised (550) $0.75 - - Forfeited (1,010) $1.69 - - Expired - - - - Outstanding as of December 31 605 $1.21 2,165 $1.32 Exercisable at December 31 320 $0.95 1,090 $0.96 The aggregate intrinsic value of performance-based stock options outstanding (regardless of whether or not such options are exercisable) as of December 31, 2017 was $741 and the weighted average remaining contractual life was 5.0 years. The aggregate intrinsic value of performance-based stock options exercisable as of December 31, 2017 was $474 and the weighted average remaining contractual life was 2.3 years. The intrinsic value of options exercised during the twelve months ended December 31, 2017 was $924. The range of exercise prices of outstanding performance-based options at December 31, 2017 is $0.75 to $3.02 with a weighted average remaining contractual life of 5.0 years and weighted average exercise price of $1.21 per share. 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 December 31, 2017, the Company has determined that the performance conditions on 285 options granted in 2013 and later are probable of being achieved by the year ending 2021. The Company’s performance-based stock options granted prior to 2013 (consisting of 320 options) are fully amortized. Service-Based Stock Option Awards A summary of service-based stock option activity and related information for the year ended December 31, 2017 follows (in thousands, except per share amounts): 2017 2016 Options Weighted Average Options Weighted Average Outstanding as of January 1 1,198 $1.51 523 $2.23 Granted 845 $1.68 1,040 $1.41 Exercised (8) $1.61 - - Forfeited (137) $1.47 (70) $1.33 Expired (83) $3.00 (295) $2.46 Outstanding as of December 31 1,815 $1.53 1,198 $1.51 Exercisable at December 31 567 $1.38 181 $2.09 The aggregate intrinsic value of service-based stock options (regardless of whether or not such options are exercisable) as of December 31, 2017 was $1,642 and the weighted average remaining contractual life was 8.9 years. The aggregate intrinsic value of service-based stock options exercisable as of December 31, 2017 was $594 and the weighted average remaining contractual life was 8.4 years. The intrinsic value of options exercised during the twelve months ended December 31, 2017 was $12. The range of exercise prices of outstanding service-based options at December 31, 2017 is $0.75 to $3.75 with a weighted average remaining contractual life of 8.9 years and a weighted average option exercise price of $1.53 per share. The following table presents the assumptions used to estimate the fair value of stock option awards granted during the twelve months ended December 31, 2017: Number of Option Exercise Risk Free Expected Fair Expected 1/2/17 - Service Grant 100 4 $1.91 1.94 % 77.78 % $ 1.11 0 1/12/17 - Service Grant 20 4 $1.92 1.87 % 77.88 % $ 1.11 0 2/17 17 - Service Grant 100 4 $1.72 1.92 % 72.01 % $ 0.94 0 5/22/17 - Service Grant 35 4 $1.38 1.80 % 68.93 % $ 0.73 0 6/5/17 - Service Grant 350 1 $1.65 1.74 % 69.02 % $ 0.46 0 6/5/17 - Service Grant 200 4 $1.65 1.74 % 69.02 % $ 0.87 0 6/15/17 - Service Grant 40 4 $1.60 1.76 % 69.09 % $ 0.84 0 |
SEGMENT AND RELATED INFORMATION
SEGMENT AND RELATED INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 10 - SEGMENT AND RELATED INFORMATION Financial information by segment 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 the Company’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 as of and for the years ended December 31, 2017 and 2016 is presented below: For the years ended December 31, 2017 2016 Net sales by segment: Network solutions $ 23,052 $ 20,199 Test and measurement 13,380 11,128 Embedded solutions 9,646 - Total consolidated net sales of reportable segments $ 46,078 $ 31,327 Segment income: Network solutions $ 2,935 $ 2,486 Test and measurement 431 (248 ) Embedded solutions 374 - Income from reportable segments 3,740 2,238 Other unallocated amounts: Corporate expenses (6,685 ) (4,786 ) Other (expenses) income - net (301 ) 364 Consolidated (loss) before income tax provision (benefit) $ (3,246 ) $ (2,184 ) Depreciation and amortization expense by segment: Network solutions $ 297 $ 255 Test and measurement 393 248 Embedded solutions 1,057 - Total depreciation and amortization for reportable segments $ 1,747 $ 503 Capital expenditures by segment: Network solutions $ 426 $ 464 Test and measurement 300 355 Embedded solutions 201 - Total consolidated capital expenditures by reportable segment $ 927 $ 819 December 31, December 31, Total assets by segment: Network solutions $ 10,442 $ 10,595 Test and measurement 6,163 7,851 Embedded solutions 21,733 - Total assets for reportable segments 38,338 18,446 Corporate assets, principally cash and cash equivalents and deferred income taxes 8,583 16,989 Total consolidated assets $ 46,921 $ 35,435 Regional Revenues Net consolidated revenues from operations by region were as follows: Twelve Months Ended December 31 2017 2016 Sales by region Americas $ 33,440 $ 24,155 Europe, Middle East, Africa (EMEA) 9,506 5,132 Asia Pacific (APAC) 3,132 2,040 Total revenues $ 46,078 $ 31,327 Net revenues are attributable to a geographic area based on the destination of the product shipment, which may not be the final geographic destination of our international distributors’ end customer. The majority of shipments in the Americas are to customers located within the United States. For the years ended December 31, 2017 and 2016, sales in the United States amounted to $31,924 and $23,269, respectively. Shipments to the EMEA region for all reportable segments were largely concentrated in the UK, Israel and Germany. For the year ended December 31, 2017 shipments to the UK, Germany and Israel amounted $5,634, $878 and $789, respectively. For the year ended December 31, 2016, sales to the UK, Germany and Israel amounted to $769, $716 and $1,178, respectively. The largest concentration of shipments in the APAC region is to China. For the years ended December 31, 2017 and 2016, shipments to China amounted to $963 and $1,104, of all shipments to the APAC region, respectively. There were no other shipments significantly concentrated in one country in the APAC region. |
RETIREMENT PLAN
RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | NOTE 11 - RETIREMENT PLAN The Company has a 401(k) profit sharing plan covering all eligible U.S. employees. Company contributions to the plan for the years ended December 31, 2017 and 2016 amounted to $255 and $378, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 - INCOME TAXES On December 22, 2017, the United States enacted TCJA which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018. The Company has recognized $1,247 net tax expense for the year ended 2017 which includes $2,481 deferred tax expense from revaluing the Company’s deferred tax assets to reflect the new U.S. corporate tax rate. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of the Company’s foreign subsidiary as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiary, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company’s earnings and profits from its foreign subsidiary under the transition tax calculation is offset by net operating losses thus no transition tax is payable. The components of income tax expense (benefit) related to income (loss) from operations are as follows: Years Ended December 31, 2017 2016 Current: Federal $ (4) $ - State 22 37 Foreign (166) - Deferred: Federal 1,672 (340 ) State (275) (49) Foreign (2) - Total $ 1,247 $ (352) The following is a reconciliation of the maximum statutory federal tax rate to the Company’s effective tax relative to operations: Years Ended December 31, 2017 2016 % of % of Statutory federal income tax rate (34.0) % (34.0) % Changes in tax rates 67.4 - Permanent differences 7.9 6.9 Repatriation tax - new law 4.8 - Change in valuation allowance 4.4 11.9 Research and development incentive (6.7) - State income tax net of federal tax benefit (3.5) 1.7 Foreign rate difference (1.5) - Other (0.4) (2.6) Total 38.4 % (16.1) % In 2017 the difference between the statutory and effective tax rate is primarily due to the change in tax rates under TCJA. In 2016 the difference between the statutory and the effective tax rate is primarily due to a change in valuation allowance and a current provision for state income taxes, respectively. The components of deferred income taxes are as follows: Years Ended December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 11,979 $ 12,559 Inventory 909 786 Research and development credit 648 - Stock compensation 165 - Other 108 184 Goodwill and intangible assets (1,147) (541) Fixed assets (439) (122) Gross deferred tax asset 12,223 12,866 Less valuation allowance (7,051) (5,462) Net deferred tax asset $ 5,172 $ 7,404 The Company has a domestic federal and state net operating loss carryforward at December 31, 2017 of approximately $19,537 and $44,998, respectively, which expires in 2029. The Company also has a foreign net operating loss carryforward at December 31, 2017 of approximately Euro 12,845 for German corporate tax and German trade tax purposes. 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 allowances of $7,051 and $5,462 at December 31, 2017 and 2016, respectively, are primarily associated with the Company’s foreign net operating loss carryforward from an inactive foreign entity, state net operating loss carryforward and a state research and development credit. 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 December 31, 2017, management believes that is more likely than not that the Company will fully realize the benefits of its deferred tax assets associated with its domestic federal net operating loss carryforward. The Company does not have any significant unrecognized tax positions and does not anticipate significant increase or decrease in unrecognized tax positions within the next twelve months. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 13 – FAIR VALUE MEASUREMENTS Fair value is defined by ASC 820 “Fair Value Measurement” as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 - Quoted prices in active markets for identical assets and liabilities. • Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Payment of a portion of the CommAgility purchase price is contingent on the achievement of certain financial targets for the years ending December 31, 2017 and 2018. The Company estimated the fair value of contingent consideration at acquisition date to be $754. During the three months ended the December 31, 2017 the Company reassessed the fair value of the contingent consideration and recorded a gain in the amount of $253 as it was determined that the financial targets would not be met for the year ended December 31, 2017. The significant inputs used in the fair value estimate include anticipated gross revenues and Adjusted EBITDA, as defined, and scenarios for the earn-out periods for which probabilities are assigned to each scenario to arrive at a single estimated outcome. The estimated outcome is then discounted based on individual risk analysis of the liability which was 15% at December 31, 2017 and is expected to be paid in March 2019. As of December 31, 2017 the Company’s contingent consideration liability is $630 and is recorded in other long term liabilities on the consolidated balance sheet. The contingent consideration liability is considered a Level 3 fair value measurement. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 14 - COMMITMENTS AND CONTINGENCIES Warranties The Company typically provides one to three 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. Operating Leases The Company leases a 45,700 square foot facility in Parsippany, New Jersey which has a term ending March 31, 2023 and is currently being used as the Company’s principal headquarters and manufacturing plant. The Company is also responsible for its proportionate share of the cost of utilities, repairs, taxes and insurance. Monthly lease payments range from approximately $33 in year one to approximately $41 in year eight. Additionally, the Company had available an allowance of approximately $300 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. Pursuant to the Share Purchase Agreement dated February 17, 2017 the Company assumed leases for office space in Leicestershire, England consisting of 4,900 square feet and Duisburg, Germany consisting of 7,446 square feet. The Leicestershire lease expires in November 2020 and the Duisburg lease is renewable every three months. The future minimum facility lease payments are shown below: 2018 $ 528 2019 511 2020 460 2021 474 2022 488 Thereafter 123 Total $ 2,584 Rent expense, inclusive of common area maintenance charges, for the years ended December 31, 2017 and 2016 was $796 and $585, respectively. The Company leases certain equipment under operating lease arrangements. These operating leases expire in various years through 2022. All leases may be renewed at the end of their respective leasing periods. The future minimum operating lease payments are shown below: 2018 $ 54 2019 54 2020 54 2021 54 2022 9 Thereafter - Total $ 225 Environmental Contingencies The Company’s operations are subject to various federal, state, local, and foreign environmental laws, ordinances and regulations that limit discharges into the environment, establish standards for the handling, generation, use, emission, release, discharge, treatment, storage and disposal of, or exposure to, hazardous materials, substances and waste, and require cleanup of contaminated soil and groundwater. The New Jersey Department of Environmental Protection (the “NJDEP”) conducted an investigation in 1982 concerning disposal at a facility previously leased by the Company’s Boonton operations. The focus of the investigation involved certain materials formerly used by Boonton’s manufacturing operations at that site and the possible effect of such disposal on the aquifer underlying the property. The disposal practices and the use of the materials in question were discontinued in 1978. The Company has cooperated with the NJDEP investigation and has been diligently pursuing the matter in an attempt to resolve it in accordance with applicable NJDEP operating procedures. The above referenced activities were conducted by Boonton prior to our acquisition of that entity in 2000. In 1982, Boonton and the NJDEP agreed upon a plan to correct ground water contamination at the site, located in the township of Parsippany-Troy Hills, pursuant to which wells have been installed by Boonton. The plan contemplates that the wells will be operated and that soil and water samples will be taken and analyzed until such time that contamination levels are satisfactory to the NJDEP. In 2014, the Company received approval for a groundwater permit from the NJDEP to carry out the final remedial action work plan and report. Under the final phase of the plan, there will be limited and reduced monitoring and testing as long as concentrations at the site continue on a decreasing trend. Expenditures incurred by the Company during the year ended December 31, 2017 and 2016 in connection with monitoring and testing at the site amounted to approximately $1 and $18, respectively. While management anticipates that the expenditures in connection with this site will not be substantial in future years, the Company could be subject to significant future liabilities and may incur significant future expenditures if further contaminants from Boonton’s testing are identified and the NJDEP requires additional remediation activities. Our estimate of future remediation costs is $41 through 2027 when we expect final release from the NJDEP. The Company will continue to be liable under the plan, in all future years, until such time as the NJDEP releases the Company from all obligations. In December 2016, the Company and its subsidiary, Boonton, entered into an agreement with an insurance company to settle prior disputes between the parties related to whether insurance policies were issued by a former insurer and whether they provided coverage for expenses arising from the NJDEP environmental matter. Under the terms of the settlement agreement, the Company received a payment in the amount of $485 for full and final settlement of any and all further insurance claims. At this time, the Company believes that it is in material compliance with all environmental laws, does not anticipate any material expenditure to meet current or pending environmental requirements, and generally believes that its processes and products do not present any unusual environmental concerns. Besides the matter referred to above with the NJDEP, the Company is unaware of any existing, pending or threatened contingent environmental liability that may have a material adverse effect on its ongoing business operations. 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. The Company’s deferred tax asset is recorded at tax rates expected to be in existence when those assets are utilized. Should the tax rates change materially in the future the amount of deferred tax asset could be materially impacted. |
SELECTED QUARTERLY FINANCIAL DA
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | NOTE 15 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) The following is a summary of selected quarterly financial data from operations (in thousands, except per share amounts). 2017 Quarter 1st 2nd 3rd 4th Net revenues $ 9,549 $ 11,933 $ 12,560 $ 12,036 Gross Profit 4,333 3,344 6,113 5,471 Operating income (loss) (1,719) (2,269) 782 261 Net income (loss) (1,231) (1,368) 653 (2,547) Diluted net income (loss) per share ($0.06) ($0.07) $0.03 ($0.11) 2016 Quarter 1st 2nd 3rd 4th Net revenues $ 6,368 $ 7,610 $ 8,345 $ 9,004 Gross Profit 2,720 3,339 3,823 3,280 Operating income (loss) (921) (353) 268 (1,542) Net income (loss) (576) (218) 121 (1,159) Diluted net income (loss) per share ($0.03) ($0.01) $0.01 ($0.06) |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | Organization and Basis of Presentation Wireless Telecom Group, Inc., a New Jersey corporation, together with its subsidiaries (“we”, “us”, “our” or the “Company”), is a global designer and manufacturer of advanced radio frequency (“RF”) and microwave components, modules, systems and instruments and currently markets its products and services worldwide under the Boonton, Microlab, Noisecom and CommAgility brands. Serving the wireless, telecommunication, satellite, military, aerospace, and semiconductor industries, Wireless Telecom Group products enable innovation across a wide range of traditional and emerging wireless technologies. With a unique set of high-performance products including peak power meters, signal analyzers, signal processing modules, long term evolution (“LTE”) physical layer (“PHY”) and stack software, power splitters and combiners, global positioning system (“GPS”) repeaters, public safety monitors, noise sources, and programmable noise generators, Wireless Telecom Group supports the development, testing, and deployment of wireless technologies around the globe. The consolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as, and operating under the trade name, Noise Com, Inc. (“Noisecom”), and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Consolidated Financial Statements have been prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) and include the results of companies acquired by the Company from the date of each acquisition. All intercompany accounts and transactions have been eliminated in consolidation. The Company presents its operations in three reportable segments: (1) Network solutions, (2) Test and measurement and (3) Embedded solutions. The Network solutions segment is comprised primarily of the operations of Microlab. The Test and measurement segment is comprised of the operations of Boonton and Noisecom. The Embedded solutions segment is comprised of the operations of CommAgility. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The accompanying financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Accordingly, actual results could differ from those estimates. The most significant estimates and assumptions include management’s analysis in support of 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 estimated fair values of acquired assets and liabilities in business combinations. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk, Purchases and Fair Value Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable. 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. For the year ended December 31, 2017 one customer, from the Embedded solutions segment, accounted for 10.4% of the Company’s total consolidated revenues. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 17.8% and 11.2%, respectively. At December 31, 2016, one customer represented 16% of the Company’s gross accounts receivable balance. For the years ended December 31, 2017 and 2016 no single third-party supplier accounted for 10% or more of the Company’s total consolidated inventory purchases. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with maturities of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of operating accounts. |
Loans and Leases Receivable, Allowance for Loan Losses Policy [Policy Text Block] | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Estimated allowances for doubtful accounts are reviewed periodically taking into account the customer’s recent payment history, the customer’s current financial statements and other information regarding the customer’s credit worthiness. Account balances are charged off against the allowance when it is determined the receivable will not be recovered. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost (average cost) or market value. Market value is based upon an estimated average selling price reduced by estimated costs of completion, disposal and transportation. Reductions in inventory valuation are included in cost of sales in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Finished goods and work-in-process include material, labor and manufacturing expenses. The Company reviews inventory for excess and obsolescence based on best estimates of future demand, product lifecycle status and product development plans. The Company uses historical information along with these future estimates to reduce the inventory cost basis. Subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis. During the year ended 2017 the Company recorded inventory adjustments totaling $1,930 comprised of an increase to the Company’s excess and obsolescence reserve of $1,121 and the write off of gross inventory of $809. The charge was effected as a result of a review of inventory balances and net realizable value of the inventory following the launch of the Company’s lean manufacturing initiative and the adoption of a strategic product plan focused on product lifecycle acceleration. Inventory carrying value is net of inventory reserves of $1,856 and $1,549 as of December 31, 2017 and 2016, respectively. Inventories consist of: December 31, December 31, Raw materials $ 3,231 $ 3,559 Work-in-process 631 531 Finished goods 2,664 4,363 $ 6,526 $ 8,453 |
Prepaid Expenses and Other Current Assets [Policy Textblock] | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets generally consist of income tax receivables, prepaid insurance, prepaid maintenance agreements and the short term portion of debt issuance costs. As of December 31, 2017, prepaid and other current assets includes $3,599 contingent asset representing the fair value of consideration shares issued in connection with the CommAgility acquisition (see Note 2) that are expected to be returned to the Company under the claw back provision of the Share Purchase Agreement. Upon execution of the claw back provisions the Company will reduce prepaid expenses and other current assets and shareholders’ equity by $3,599 and the share will no longer be considered outstanding. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are reflected at cost, less accumulated depreciation. Depreciation and amortization are provided on a straight-line basis over the estimated useful lives of the assets. The estimated useful lives for the property, plant and equipment are: Machinery and computer equipment 3-8 years Furniture and fixtures 5-7 years Transportation equipment 4 years Leasehold improvements are amortized over the shorter of the remaining term of the lease or the estimated economic life of the improvement. Repairs and maintenance are charged to operations as incurred; renewals and betterments are capitalized. |
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 evaluated for impairment annually by first performing a qualitative assessment to determine whether a quantitative goodwill test is necessary. After assessing the totality of events or circumstances, if we determine it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then we perform additional quantitative tests to determine the magnitude of any impairment. The Company’s goodwill balance of $10,260 at December 31, 2017 relates to two of the Company’s reporting units, Embedded solutions and Network solutions. The Company’s goodwill balance of $1,351 at December 31, 2016 relates to Network solutions. Management’s qualitative assessment performed in the fourth quarters of 2017 and 2016 did not indicate any impairment of goodwill as each reporting units fair value is estimated to be in excess of its carrying value. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | Intangible and Long-lived Assets Intangible assets include patents, non-competition agreements, customer relationships and trademarks. Intangible assets with finite lives 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. Intangible assets determined to have indefinite useful lives are not amortized but are tested for impairment annually and more frequently if events occur or circumstances change that indicate an asset may be impaired. |
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 (See Note 2) the Company may be required to pay additional purchase price if certain financial targets are achieved for the years ending 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 $754 (see Note 2) 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 revenues and Adjusted EBITDA, as defined, and 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 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 (“VSOE”) 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. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Freight billed to customers is recorded as revenue. The Company classifies shipping and handling costs associated with the distribution of finished product to our customers as cost of sales. |
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 weighted average spot rate for the periods presented. Translation gains or losses related to net assets located outside the U.S. are shown as a component of accumulated other comprehensive income in the Consolidated Statements of 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 Consolidated Statements of Operations and Comprehensive Loss. |
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 income and primarily includes unrealized gains and losses excluded from the Consolidated Statements of Operations and Comprehensive Loss. These unrealized gains and losses consist of changes in foreign currency translation. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are charged to operations when incurred. The amounts charged to operations for the years ended December 31, 2017 and 2016 were $4,395 and $4,046, respectively. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs Advertising expenses are charged to operations during the year in which they are incurred and aggregated $87 and $150 for the years ended December 31, 2017 and 2016, respectively. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company follows the provisions of Accounting Standards Codification (“ASC”) 718, “Compensation-Stock Compensation” which requires that compensation expense be recognized, based on the fair value of the stock awards. The fair value of the stock awards is equal to the fair value of the Company’s stock on the date of grant. The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. When performance-based options are granted, the Company takes into consideration guidance under ASC 718 and SEC Staff Accounting Bulletin No. 107 (SAB 107) when determining assumptions. The expected option life is derived from assumed exercise rates based upon historical exercise patterns and represents the period of time that options granted are expected to be outstanding. The expected volatility is based upon historical volatility of our shares using weekly price observations over an observation period that approximates the expected life of the options. The risk-free rate is based on the U.S. Treasury yield curve rate in effect at the time of grant for periods similar to the expected option life. The Company accounts for forfeitures when they occur. Management estimates are necessary in determining compensation expense for stock options with performance-based vesting criteria. Compensation expense for this type of stock-based award is recognized over the period from the date the performance conditions are determined to be probable of occurring through the implicit service period, which is the date the applicable conditions are expected to be met. If the performance conditions are not considered probable of being achieved, no expense is recognized until such time as the performance conditions are considered probable of being met, if ever. If the award is forfeited because the performance condition is not satisfied, previously recognized compensation cost is reversed. Management evaluates performance conditions on a quarterly basis. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company records deferred taxes in accordance with ASC 740, “Accounting for Income Taxes”. This ASC requires recognition of deferred tax assets and liabilities for temporary differences between tax basis of assets and liabilities and the amounts at which they are carried in the financial statements, based upon the enacted rates in effect for the year in which the differences are expected to reverse. The Company establishes a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. The Company periodically assesses the value of its deferred tax asset, a majority of which has been generated by a history of net operating losses and determines the necessity for a valuation allowance. The Company evaluates which portion, if any, will more likely than not be realized by offsetting future taxable income, taking into consideration any limitations that may exist on its use of its net operating loss carry-forwards. Under ASC 740, the Company must recognize and disclose uncertain tax positions 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 amounts recognized in the financial statements attributable to such position, if any, are recorded if there is a greater than 50% likelihood of being realized upon the ultimate resolution of the position. Based on the evaluations noted above, the Company has concluded that there are no significant uncertain tax positions requiring recognition or disclosure in its consolidated financial statements. On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (“TCJA”), which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018. As a result, the Company re-measured its U.S. deferred tax assets at the new lower corporate income tax rate. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of the Company’s foreign subsidiary as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiary, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. See Note 12 for a discussion of the impact the TCJA. |
Earnings Per Share, Policy [Policy Text Block] | Income (Loss) Per Common Share Basic income (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 income (loss) per share is calculated by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding for the period and, when dilutive, potential shares from stock options using the treasury stock method and unvested restricted shares. In periods with a net loss, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation because they are anti-dilutive. In accordance with ASC 260, “Earnings Per Share”, the following table reconciles basic shares outstanding to fully diluted shares outstanding. For the Years Ended December 31, 2017 2016 Weighted average common shares outstanding 19,984 18,464 Potentially dilutive stock options 878 706 Weighted average common shares outstanding, assuming dilution 20,862 19,170 Common stock equivalents are included in the diluted income (loss) per share calculation only when option exercise prices are lower than the average market price of the common shares for the period presented. The weighted average number of options to purchase common stock not included in diluted loss per share, because the effects are anti-dilutive, was 848 and 1,189 for 2017 and 2016, respectively. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Affecting the Company In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 removes the requirement to perform a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ASU 2017-04 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2019, and early adoption is permitted. The Company early adopted this standard as of January 1, 2017. 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” (“ASU 2016-15”), to address some questions about the presentation and classification of certain cash receipts and payments in the statement of cash flows. The update addresses eight specific issues, including contingent consideration payments made after a business combination, distribution received from equity method investees and the classification of cash receipts and payments that have aspects of more than one class of cash flows. This standard will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, “Compensation-Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). Under ASU 2016-09, companies will no longer record excess tax benefits and certain tax deficiencies in additional paid in capital (“APIC”). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement and the APIC pools will be eliminated. In addition, ASU 2016-09 eliminates the requirement that excess tax benefits be realized before companies can recognize them. ASU 2016-09 also requires companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity. Furthermore, ASU 2016-09 will increase the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation. An employer with a statutory income tax withholding obligation will now be allowed to withhold shares with the fair value up to the amount of taxes owed using the maximum statutory rate in the employee’s applicable jurisdiction(s). ASU 2016-09 requires a company to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on the statement of cash flows. Under current U.S. GAAP, it is not specified how these cash flows should be classified. In addition, companies will now have to elect whether to account for forfeitures on share-based payments by (1) recognizing forfeiture awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. The amendments of this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted but all of the guidance must be adopted in the same period. The adopted standard did not have a material impact on the Company’s financial statements. In February 2016, the FASB issued ASU 2016-02, “Leases” (“ASU 2016-02”), which creates new accounting and reporting guidelines for leasing arrangements. The new guidance requires organizations that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. Consistent with current guidance, the recognition, measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a finance or operating lease. The guidance also requires new disclosures to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, with early application permitted. The new standard is to be applied using a modified retrospective approach. The Company is in the process of evaluating the impact of ASU 2016-02 on its consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers The most significant impact of ASU 2014-09, relates to the Company’s accounting for software license agreements which have multiple deliverables. For these arrangements, the Company will recognize revenue for each deliverable at a point in time when control is transferred to the customer since each deliverable has stand-alone value and the criteria to establish VSOE of fair value has been eliminated. Under the existing guidance the Company recognized revenue at the delivery of the final software deliverable when VSOE did not exist for the undelivered element. Adoption of the new standard will generally result in an acceleration of revenues recognized for certain multiple deliverable software license arrangements primarily in the Embedded solutions segment. These multiple deliverable arrangements represented less than 2% of total consolidated revenues for the year ended December 31, 2017. Based on customer-specific contracts in effect at December 31, 2017, the Company expects to recognize a cumulative effect adjustment of approximately $400 to $425 that increases retained earnings on the Consolidated Balance Sheet. The adjustment reflects revenue that would have been recognized in 2018. For the Company’s Consolidated Balance Sheet, the adoption of ASU 2014-09 will result is some reclassifications among financial statement accounts, but these reclassifications will not materially change the total amount of net assets at December 31, 2017. Management 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. |
DESCRIPTION OF COMPANY AND SU24
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of: Inventories consist of: December 31, December 31, Raw materials $ 3,231 $ 3,559 Work-in-process 631 531 Finished goods 2,664 4,363 $ 6,526 $ 8,453 |
Property Plant and Equipment Estimated Useful Lives [Table Text Block] | The estimated useful lives for the property, plant and equipment are: Machinery and computer equipment 3-8 years Furniture and fixtures 5-7 years Transportation equipment 4 years |
Schedule of Weighted Average Number of Shares [Table Text Block] | The following table reconciles basic shares outstanding to fully diluted shares outstanding. For the Years Ended December 31, 2017 2016 Weighted average common shares outstanding 19,984 18,464 Potentially dilutive stock options 878 706 Weighted average common shares outstanding, assuming dilution 20,862 19,170 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the allocation of the purchase consideration to the fair value of assets acquired and liabilities assumed at the date of acquisition: Amounts Recognized as Measurement Period Amounts Recognized as Cash at close $ 11,318 $ - $ 11,318 Equity issued at close 6,000 - 6,000 Completion Cash Adjustment 1,382 - 1,382 Deferred Purchase Price 2,515 - 2,515 Contingent Consideration 2,700 (1,946) 754 Total Purchase Price 23,915 (1,946) 21,969 Cash 4,567 - 4,567 Accounts Receivable 2,267 (33) 2,234 Inventory 1,126 (41) 1,085 Intangible Assets 9,658 (4,541) 5,117 Contingent Asset - 3,599 3,599 Other Assets 168 - 168 Fixed Assets 304 - 304 Accounts Payable (1,172) (2) (1,174) Accrued Expenses (417) - (417) Deferred Revenue (639) - (639) Deferred Tax Liability (1,702) 867 (835) Other Long Term Liabilities (339) - (339) Net Assets Acquired 13,821 (151) 13,670 Goodwill $ 10,094 $ (1,795) $ 8,299 |
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 twelve months ended December 31, 2017: Contingent Deferred Purchase Balance at Beginning of Period $ - $ - Fair Value At Acquisition Date 2,700 2,515 Accretion of Interest 73 - Payment - (1,408 ) Measurement Period Adjustment (1,946 ) - Fair Value Adjustment (253 ) - Foreign Currency Translation 56 123 Balance as of December 31, 2017 $ 630 $ 1,230 |
Business Acquisition, Pro Forma Information [Table Text Block] | Pro-forma results for the years ended December 31, 2017 and 2016 are presented below (in thousands, except per share amounts): (Unaudited) 2017 2016 Net Revenues $ 48,130 $ 42,988 Net loss $ (1,843) $ (2,848) Basic net loss per share $ (0.09) $ (0.14) Diluted net loss per share $ (0.09) $ (0.14) |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt consists of the following: December 31, 2017 Revolver at LIBOR Plus Margin $ 1,183 Term Loan at LIBOR Plus Margin 646 Total Debt 1,829 Debt Maturing within one year (1,335) Non-current portion of long term debt $ 494 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Goodwill consists of the following: December 31, 2017 Beginning Balance $ 1,351 CommAgility Acquisition 10,094 Measurement Period Adjustments (1,795) Foreign Currency Translation 610 Ending Balance $ 10,260 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Intangible assets consist of the following: Gross Carrying Accumulated Foreign Exchange Net Carrying Customer Relationships $ 2,766 $ (494 ) $ 178 $ 2,450 Patents 615 (109 ) 39 545 Non-Compete Agreements 1,107 (334 ) 69 842 Tradename 629 - 45 674 Total $ 5,117 $ (937 ) $ 331 $ 4,511 |
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 December 31, 2017: 2018 $ 1,122 2019 1,122 2020 776 2021 726 2022 91 Total $ 3,837 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property, plant and equipment, consist of the following as of December 31: 2017 2016 Machinery & Equipment $ 7,268 $ 6,392 Furniture & Fixtures 383 140 Transportation Equipment 2 121 Leasehold Improvements 1,121 984 Gross property, plant and equipment 8,774 7,637 Less: accumulated depreciation 6,044 5,470 Net property, plant and equipment $ 2,730 $ 2,167 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Other Assets [Table Text Block] | Other assets consist of the following as of December 31: 2017 2016 Long term debt issuance costs $ 69 $ - Deferred costs 124 - Product demo assets 431 560 Security deposits 50 50 Other 49 50 Total $ 723 $ 660 |
ACCRUED EXPENSES AND OTHER CU30
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued expenses and other current liabilities consist of the following as of December 31: 2017 2016 Deferred purchase price $ 780 $ - Bonus 360 - Payroll and related benefits 594 93 Commissions 331 130 Severance 244 - Professional fees 109 195 Sales and use and VAT tax 98 113 Goods received not invoiced 73 10 Other 305 132 Total $ 2,894 $ 673 |
ACCOUNTING FOR SHARE BASED CO31
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 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 for the years ending December 31: 2017 2016 Service - based Restricted Common Stock $ 230 $ 208 Performance-based Restricted Common Stock (62) 21 Performance-based Stock Options (235) 115 Service -based Stock Options 603 355 $ 536 $ 699 |
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 December 31, 2017, and changes during the twelve months ended December 31, 2017, are presented below (in thousands, except per share amounts): 2017 2016 Non-vested Restricted Shares Number Weighted Number Weighted Non-vested as of January 1 244 $1.52 187 $2.01 Granted 150 $1.65 188 $1.38 Vested and Issued (122) ($1.73) (101) $2.22 Forfeited (113) ($1.77) (30) $1.33 Non-vested as of December 31 159 $1.64 244 $1.52 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | The following table summarizes the restricted common stock awards granted to certain directors and officers of the company during the years ended December 31, 2017 and 2016 under the 2012 Plan (in thousands, except per share amounts): Number Fair Vesting 2017 6/5/17 - Service Grant - BOD 150 $1.65 Next Annual Meeting - June 2018 2016 11/13/2016 - Service Grant - BOD 15 $1.59 Annual Meeting - June 2017 11/9/2016 - Service Grant - BOD 15 $1.64 Annual Meeting - June 2017 6/30/16 - Service Grant - CEO 8 $1.34 Quarterly Vesting through June 2020 6/8/16 - Service Grant - BOD 120 $1.33 Annual Meeting - June 2017 2016 Total 158 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The following table presents the assumptions used to estimate the fair value of stock option awards granted during the twelve months ended December 31, 2017: Number of Option Exercise Risk Free Expected Fair Expected 1/2/17 - Service Grant 100 4 $1.91 1.94 % 77.78 % $ 1.11 0 1/12/17 - Service Grant 20 4 $1.92 1.87 % 77.88 % $ 1.11 0 2/17 17 - Service Grant 100 4 $1.72 1.92 % 72.01 % $ 0.94 0 5/22/17 - Service Grant 35 4 $1.38 1.80 % 68.93 % $ 0.73 0 6/5/17 - Service Grant 350 1 $1.65 1.74 % 69.02 % $ 0.46 0 6/5/17 - Service Grant 200 4 $1.65 1.74 % 69.02 % $ 0.87 0 6/15/17 - Service Grant 40 4 $1.60 1.76 % 69.09 % $ 0.84 0 |
Performance Shares [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 year ended December 31, 2017 follows (in thousands, except per share amounts): 2017 2016 Options Weighted Options Weighted Average Outstanding as of January 1 2,165 $1.32 1,965 $1.32 Granted - - 200 $1.36 Exercised (550) $0.75 - - Forfeited (1,010) $1.69 - - Expired - - - - Outstanding as of December 31 605 $1.21 2,165 $1.32 Exercisable at December 31 320 $0.95 1,090 $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 year ended December 31, 2017 follows (in thousands, except per share amounts): 2017 2016 Options Weighted Average Options Weighted Average Outstanding as of January 1 1,198 $1.51 523 $2.23 Granted 845 $1.68 1,040 $1.41 Exercised (8) $1.61 - - Forfeited (137) $1.47 (70) $1.33 Expired (83) $3.00 (295) $2.46 Outstanding as of December 31 1,815 $1.53 1,198 $1.51 Exercisable at December 31 567 $1.38 181 $2.09 |
SEGMENT AND RELATED INFORMATI32
SEGMENT AND RELATED INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Financial information by reportable segment as of and for the years ended December 31, 2017 and 2016 is presented below: For the years ended December 31, 2017 2016 Net sales by segment: Network solutions $ 23,052 $ 20,199 Test and measurement 13,380 11,128 Embedded solutions 9,646 - Total consolidated net sales of reportable segments $ 46,078 $ 31,327 Segment income: Network solutions $ 2,935 $ 2,486 Test and measurement 431 (248 ) Embedded solutions 374 - Income from reportable segments 3,740 2,238 Other unallocated amounts: Corporate expenses (6,685 ) (4,786 ) Other (expenses) income - net (301 ) 364 Consolidated (loss) before income tax provision (benefit) $ (3,246 ) $ (2,184 ) Depreciation and amortization expense by segment: Network solutions $ 297 $ 255 Test and measurement 393 248 Embedded solutions 1,057 - Total depreciation and amortization for reportable segments $ 1,747 $ 503 Capital expenditures by segment: Network solutions $ 426 $ 464 Test and measurement 300 355 Embedded solutions 201 - Total consolidated capital expenditures by reportable segment $ 927 $ 819 December 31, December 31, Total assets by segment: Network solutions $ 10,442 $ 10,595 Test and measurement 6,163 7,851 Embedded solutions 21,733 - Total assets for reportable segments 38,338 18,446 Corporate assets, principally cash and cash equivalents and deferred income taxes 8,583 16,989 Total consolidated assets $ 46,921 $ 35,435 |
Revenue from External Customers by Geographic Areas [Table Text Block] | Net consolidated revenues from operations by region were as follows: Twelve Months Ended December 31 2017 2016 Sales by region Americas $ 33,440 $ 24,155 Europe, Middle East, Africa (EMEA) 9,506 5,132 Asia Pacific (APAC) 3,132 2,040 Total revenues $ 46,078 $ 31,327 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The components of income tax expense (benefit) related to income (loss) from operations are as follows: Years Ended December 31, 2017 2016 Current: Federal $ (4) $ - State 22 37 Foreign (166) - Deferred: Federal 1,672 (340 ) State (275) (49) Foreign (2) - Total $ 1,247 $ (352) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following is a reconciliation of the maximum statutory federal tax rate to the Company’s effective tax relative to operations: Years Ended December 31, 2017 2016 % of % of Statutory federal income tax rate (34.0) % (34.0) % Changes in tax rates 67.4 - Permanent differences 7.9 6.9 Repatriation tax - new law 4.8 - Change in valuation allowance 4.4 11.9 Research and development incentive (6.7) - State income tax net of federal tax benefit (3.5) 1.7 Foreign rate difference (1.5) - Other (0.4) (2.6) Total 38.4 % (16.1) % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of deferred income taxes are as follows: Years Ended December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 11,979 $ 12,559 Inventory 909 786 Research and development credit 648 - Stock compensation 165 - Other 108 184 Goodwill and intangible assets (1,147) (541) Fixed assets (439) (122) Gross deferred tax asset 12,223 12,866 Less valuation allowance (7,051) (5,462) Net deferred tax asset $ 5,172 $ 7,404 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | The future minimum facility lease payments are shown below: 2018 $ 528 2019 511 2020 460 2021 474 2022 488 Thereafter 123 Total $ 2,584 |
Lessee, Operating Lease, Disclosure [Table Text Block] | The future minimum operating lease payments are shown below: 2018 $ 54 2019 54 2020 54 2021 54 2022 9 Thereafter - Total $ 225 |
SELECTED QUARTERLY FINANCIAL 35
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Table Text Block] | The following is a summary of selected quarterly financial data from operations (in thousands, except per share amounts). 2017 Quarter 1st 2nd 3rd 4th Net revenues $ 9,549 $ 11,933 $ 12,560 $ 12,036 Gross Profit 4,333 3,344 6,113 5,471 Operating income (loss) (1,719) (2,269) 782 261 Net income (loss) (1,231) (1,368) 653 (2,547) Diluted net income (loss) per share ($0.06) ($0.07) $0.03 ($0.11) 2016 Quarter 1st 2nd 3rd 4th Net revenues $ 6,368 $ 7,610 $ 8,345 $ 9,004 Gross Profit 2,720 3,339 3,823 3,280 Operating income (loss) (921) (353) 268 (1,542) Net income (loss) (576) (218) 121 (1,159) Diluted net income (loss) per share ($0.03) ($0.01) $0.01 ($0.06) |
DESCRIPTION OF COMPANY AND SU36
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) shares in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Feb. 17, 2017USD ($) | Dec. 31, 2018 | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Jun. 30, 2017USD ($) |
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Number of Reportable Segments | 3 | |||||
Number of Significant Customer Respect to Accounts Receivable | 2 | 2 | ||||
Percentage Of Accounts Receivable Attributable To Significant Customer | 10.00% | |||||
Inventory Adjustments | $ 1,930 | $ 1,930 | $ 1,930 | |||
Increase Decrease in Inventory Obsolescence Reserve | 1,121 | |||||
Inventory Write-down | 809 | |||||
Inventory Valuation Reserves | 1,856 | 1,856 | $ 1,549 | |||
Goodwill | 10,260 | 10,260 | 1,351 | |||
Business combination contingent consideration fair value | $ 754 | |||||
Discount to Customers | 0 | |||||
Research and Development Expense | 4,395 | 4,046 | ||||
Advertising Expense | $ 87 | $ 150 | ||||
Percentage of Largest Benefit to Tax Benefits Recognized | 50.00% | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (34.00%) | (34.00%) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | shares | 848 | 1,189 | ||||
Deferral Effective Period | 1 year | |||||
Revenue Recognition Multiple Deliverable Arrangements, Percentage of Consolidated revenues | 2.00% | |||||
Embedded and Network Solutions [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Goodwill | 10,260 | $ 10,260 | ||||
Network Solutions [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Goodwill | $ 1,351 | |||||
Minimum [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | |||||
Minimum [Member] | Retained Earnings [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 400 | $ 400 | ||||
Maximum [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||
Maximum [Member] | Retained Earnings [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 425 | $ 425 | ||||
Scenario, Plan [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||||
CommAgility [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Business Combination, Contingent Consideration, Asset | 3,599 | 3,599 | 3,599 | |||
Goodwill | 8,299 | 8,299 | ||||
Business combination contingent consideration fair value | 754 | 2,700 | ||||
CommAgility [Member] | Restatement Adjustment [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Business Combination Contingent Consideration Asset Adjustments | $ 3,599 | $ 3,599 | $ 3,599 | |||
Customer One [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Number of Significant Customer Respect to Accounts Receivable | 1 | |||||
Percentage Of Accounts Receivable Attributable To Significant Customer | 17.80% | 16.00% | ||||
Customer One [Member] | Embedded Solution [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Number of significant customer respect to revenue | 1 | |||||
Concentration Risk, Percentage | 10.40% | |||||
Customer Two [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Percentage Of Accounts Receivable Attributable To Significant Customer | 11.20% | |||||
No Single Third Party [Member] | ||||||
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||||
Percentage Of Inventory | 10.00% | 10.00% | 10.00% |
DESCRIPTION OF COMPANY AND SU37
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of inventory current - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of inventory current [Abstract] | ||
Raw materials | $ 3,231 | $ 3,559 |
Work-in-process | 631 | 531 |
Finished goods | 2,664 | 4,363 |
$ 6,526 | $ 8,453 |
DESCRIPTION OF COMPANY AND SU38
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, plant and equipment, useful lives | 12 Months Ended |
Dec. 31, 2017 | |
Machinery and Equipment [Member] | Minimum [Member] | |
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, plant and equipment, useful lives [Line Items] | |
Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, plant and equipment, useful lives [Line Items] | |
Useful Life | 8 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, plant and equipment, useful lives [Line Items] | |
Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, plant and equipment, useful lives [Line Items] | |
Useful Life | 7 years |
Transportation Equipment [Member] | |
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Property, plant and equipment, useful lives [Line Items] | |
Useful Life | 4 years |
DESCRIPTION OF COMPANY AND SU39
DESCRIPTION OF COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of weighted average number of shares - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of weighted average number of shares [Abstract] | ||
Weighted average common shares outstanding | 19,983,747 | 18,464,022 |
Potentially dilutive stock options | 878,000 | 706,000 |
Weighted average common shares outstanding, assuming dilution | 19,983,747 | 18,464,022 |
ACQUISITION (Details)
ACQUISITION (Details) £ in Thousands, shares in Thousands, $ in Thousands | Dec. 31, 2017USD ($) | Feb. 17, 2017USD ($)shares | Feb. 17, 2017GBP (£)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 17, 2017GBP (£) |
ACQUISITION (Details) [Line Items] | ||||||
Proceeds from term loan | $ 760 | |||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | (3,246) | $ (2,184) | ||||
Sales Revenue, Goods, Net | 46,078 | $ 31,327 | ||||
Business Combination Deferred Purchase Price | $ 780 | 780 | ||||
Accrued Expense And Other Current Liabilities [Member] | ||||||
ACQUISITION (Details) [Line Items] | ||||||
Business Combination Deferred Purchase Price | 780 | 780 | ||||
Other Noncurrent Liabilities [Member] | ||||||
ACQUISITION (Details) [Line Items] | ||||||
Business Combination Deferred Purchase Price | 450 | 450 | ||||
Business Combination, Contingent Consideration, Liability | 630 | $ 630 | ||||
CommAgility [Member] | ||||||
ACQUISITION (Details) [Line Items] | ||||||
Business Acquisition, Date of Acquisition Agreement | Feb. 17, 2017 | |||||
Payments to Acquire Businesses, Gross | 11,318 | $ 11,318 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares) | shares | 3,488 | 3,488 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 6,000 | |||||
Proceeds from term loan | 760 | |||||
Proceeds From Asset Based Revolver Borrowings | 1,098 | |||||
Cash | 9,460 | |||||
Business Combination Deferred Purchase Price Payable | 2,500 | £ 2,000 | ||||
Business Combination Contingent Milestone Payment | $ 12,500 | £ 10,000 | ||||
Business Acquisition Equity Interests Issued or Issuable Number of Shares Forfeited (in Shares) | shares | 2,093 | 2,093 | ||||
Business Acquisition Equity Interests Issued or Issuable Number of Shares Forfeited Condition | (a) 2017EBITDA, as defined, generated by CommAgility is less than £2,400; or (b) 2018 EBITDA, as defined, generated by CommAgilityis less than £2,400 (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) 2017EBITDA, as defined, generated by CommAgility is less than £2,400; or (b) 2018 EBITDA, as defined, generated by CommAgilityis less than £2,400 (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, Contingent Consideration, Asset | 3,599 | $ 3,599 | $ 3,599 | |||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 1,290 | |||||
Sales Revenue, Goods, Net | 9,646 | |||||
Business Combination Deferred Purchase Price | 1,230 | 1,230 | ||||
Business Combination, Contingent Consideration, Liability | 630 | 630 | ||||
CommAgility [Member] | Restatement Adjustment [Member] | ||||||
ACQUISITION (Details) [Line Items] | ||||||
Business Combination Contingent Consideration Asset Adjustments | $ 3,599 | $ 3,599 | $ 3,599 | |||
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 | |||||
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 |
ACQUISITION (Details) - Schedul
ACQUISITION (Details) - Schedule of preliminary allocation of purchase consideration - USD ($) $ in Thousands | Dec. 31, 2017 | Feb. 17, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||
Contingent Consideration | $ 754 | |||
Goodwill | $ 10,260 | $ 10,260 | $ 1,351 | |
CommAgility [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash at close | 11,318 | 11,318 | ||
Equity issued at close | 6,000 | |||
Completion Cash Adjustment | 1,382 | |||
Deferred Purchase Price | 2,515 | |||
Contingent Consideration | 754 | 2,700 | ||
Total Purchase Price | 21,969 | |||
Cash | 4,567 | 4,567 | ||
Accounts Receivable | 2,234 | 2,234 | ||
Inventory | 1,085 | 1,085 | ||
Intangible Assets | 5,117 | 5,117 | ||
Contingent Asset | 3,599 | 3,599 | 3,599 | |
Other Assets | 168 | 168 | ||
Fixed Assets | 304 | 304 | ||
Accounts Payable | (1,174) | (1,174) | ||
Accrued Expenses | (417) | (417) | ||
Deferred Revenue | (639) | (639) | ||
Deferred Tax Liability | (835) | (835) | ||
Other Long Term Liabilities | (339) | (339) | ||
Net Assets Acquired | 13,670 | 13,670 | ||
Goodwill | 8,299 | 8,299 | ||
CommAgility [Member] | Scenario, Previously Reported [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash at close | 11,318 | |||
Equity issued at close | 6,000 | |||
Completion Cash Adjustment | 1,382 | |||
Deferred Purchase Price | 2,515 | |||
Contingent Consideration | 2,700 | |||
Total Purchase Price | 23,915 | |||
Cash | 4,567 | 4,567 | ||
Accounts Receivable | 2,267 | 2,267 | ||
Inventory | 1,126 | 1,126 | ||
Intangible Assets | 9,658 | 9,658 | ||
Other Assets | 168 | 168 | ||
Fixed Assets | 304 | 304 | ||
Accounts Payable | (1,172) | (1,172) | ||
Accrued Expenses | (417) | (417) | ||
Deferred Revenue | (639) | (639) | ||
Deferred Tax Liability | (1,702) | (1,702) | ||
Other Long Term Liabilities | (339) | (339) | ||
Net Assets Acquired | 13,821 | 13,821 | ||
Goodwill | 10,094 | 10,094 | ||
CommAgility [Member] | Restatement Adjustment [Member] | ||||
Business Acquisition [Line Items] | ||||
Contingent Consideration | (1,946) | |||
Total Purchase Price | (1,946) | |||
Accounts Receivable | (33) | |||
Inventory | (41) | |||
Intangible Assets | (4,541) | |||
Contingent Asset | 3,599 | $ 3,599 | $ 3,599 | |
Accounts Payable | (2) | |||
Deferred Tax Liability | 867 | |||
Net Assets Acquired | (151) | |||
Goodwill | $ (1,795) |
ACQUISITION (Details) - Sched42
ACQUISITION (Details) - Schedule of activity related to contingent consideration and deferred purchase price - USD ($) $ in Thousands | Dec. 31, 2017 | Feb. 17, 2017 | Dec. 31, 2017 |
ACQUISITION (Details) - Schedule of activity related to contingent consideration and deferred purchase price [Line Items] | |||
Balance, Deferred Purchase Price | $ 780 | $ 780 | |
Fair Value at Acquisition Date, Contingent Consideration | $ 754 | ||
CommAgility [Member] | |||
ACQUISITION (Details) - Schedule of activity related to contingent consideration and deferred purchase price [Line Items] | |||
Balance, Contingent Consideration | 630 | 630 | |
Balance, Deferred Purchase Price | 1,230 | 1,230 | |
Fair Value at Acquisition Date, Contingent Consideration | $ 754 | 2,700 | |
Fair Value at Acquisition Date, Deferred Purchase Price | 2,515 | ||
Accretion of Interest, Contingent Consideration | 73 | ||
Payment, Deferred Purchase Price | (1,408) | ||
Measurement Period Adjustment, Contingent Consideration | (1,946) | ||
Fair Value Adjustment, Contingent Consideration | (253) | ||
Foreign Currency Translation, Contingent Consideration | 56 | ||
Foreign Currency Translation, Deferred Purchase Price | $ 123 |
ACQUISITION (Details) - Sched43
ACQUISITION (Details) - Schedule of pro forma information - CommAgility [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
ACQUISITION (Details) - Schedule of pro forma information [Line Items] | ||
Net Revenues | $ 48,130 | $ 42,988 |
Net loss | $ (1,843) | $ (2,848) |
Basic net loss per share | $ (0.09) | $ (0.14) |
Diluted net loss per share | $ (0.09) | $ (0.14) |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Aug. 03, 2017 | Jun. 30, 2017 | Dec. 31, 2017 | Feb. 16, 2017 |
DEBT (Details) [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 85.00% | |||
Payment of Legal Fees (in Dollars) | $ 215 | |||
Debt Instrument, Covenant Description | If the Company’sFixed Charge Coverage Ratio is greater than or equal to 1.25 to 1.00, a margin of 3.25% and 2.75%, respectively, is added to LIBORrate 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 to1.00 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). | |||
Inventory Adjustments (in Dollars) | $ 1,930 | $ 1,930 | ||
Foreign Subsidiary Holding Pledged For New Credit Facility Percentage | 66.33% | 66.66% | ||
Term Loan [Member] | ||||
DEBT (Details) [Line Items] | ||||
Debt Instrument, Face Amount (in Dollars) | $ 760 | |||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | |||
Debt Instrument, Periodic Payment (in Dollars) | $ 38 | |||
Debt Instrument, Date of First Required Payment | Apr. 1, 2017 | |||
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Two (in Dollars) | $ 152 | |||
Long-term Debt, Maturities, Repayments of Principal in Rolling Year Three (in Dollars) | $ 494 | |||
Debt Instrument, Maturity Date | Nov. 16, 2019 | |||
Debt Instrument, Interest Rate, Effective Percentage | 4.88% | |||
Term Loan [Member] | Coverage Ratio Greater Than 1.25 to 1.00 [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 to 1.00 [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 | |||
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% | |||
Debt Instrument, Interest Rate, Effective Percentage | 4.38% | |||
Revolving Loan [Member] | Coverage Ratio Greater Than 1.25 to 1.00 [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 to 1.00 [Member] | ||||
DEBT (Details) [Line Items] | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | |||
Penalty for Earlier Contractual Termination In One Year [Member] | ||||
DEBT (Details) [Line Items] | ||||
Line of Credit Facility Early Termination Fee Percentage | 2.00% | |||
Penalty for Earlier Contractual Termination in Year Two [Member] | ||||
DEBT (Details) [Line Items] | ||||
Line of Credit Facility Early Termination Fee Percentage | 1.00% |
DEBT (Details) - Schedule of De
DEBT (Details) - Schedule of Debt $ in Thousands | Dec. 31, 2017USD ($) |
DEBT (Details) - Schedule of Debt [Line Items] | |
Total Debt | $ 1,829 |
Debt Maturing within one year | (1,335) |
Non-current portion of long term debt | 494 |
Revolving Loan [Member] | |
DEBT (Details) - Schedule of Debt [Line Items] | |
Total Debt | 1,183 |
Term Loan [Member] | |
DEBT (Details) - Schedule of Debt [Line Items] | |
Total Debt | $ 646 |
GOODWILL AND INTANGIBLE ASSET46
GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization of Intangible Assets | $ 937 |
GOODWILL AND INTANGIBLE ASSET47
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of Goodwill $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Schedule of Goodwill [Abstract] | |
Beginning Balance | $ 1,351 |
CommAgility Acquisition | 10,094 |
Measurement Period Adjustments | (1,795) |
Foreign Currency Translation | 610 |
Ending Balance | $ 10,260 |
GOODWILL AND INTANGIBLE ASSET48
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of intangible assets $ in Thousands | Dec. 31, 2017USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | $ 5,117 |
Accumulated Amortization | (937) |
Foreign Exchange Translation | 331 |
Net Carrying Amount | 4,511 |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 629 |
Foreign Exchange Translation | 45 |
Net Carrying Amount | 674 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 2,766 |
Accumulated Amortization | (494) |
Foreign Exchange Translation | 178 |
Net Carrying Amount | 2,450 |
Patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 615 |
Accumulated Amortization | (109) |
Foreign Exchange Translation | 39 |
Net Carrying Amount | 545 |
Noncompete Agreements [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Gross Carrying Amount | 1,107 |
Accumulated Amortization | (334) |
Foreign Exchange Translation | 69 |
Net Carrying Amount | $ 842 |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of estimated future amortization expense $ in Thousands | Dec. 31, 2017USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
2,018 | $ 1,122 |
2,019 | 1,122 |
2,020 | 776 |
2,021 | 726 |
2,022 | 91 |
Total | $ 3,837 |
PROPERTY, PLANT AND EQUIPMENT50
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 682 | $ 503 |
PROPERTY, PLANT AND EQUIPMENT51
PROPERTY, PLANT AND EQUIPMENT (Details) - Property, Plant and Equipment - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 8,774 | $ 7,637 |
Less: accumulated depreciation | 6,044 | 5,470 |
Net property, plant and equipment | 2,730 | 2,167 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 7,268 | 6,392 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 383 | 140 |
Transportation Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | 2 | 121 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment | $ 1,121 | $ 984 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Text Block Supplement [Abstract] | ||
Product demo assets, net | $ 1,129 | $ 1,001 |
Amortization of product demo intangible assets | $ 128 | $ 133 |
OTHER ASSETS (Details) - Other
OTHER ASSETS (Details) - Other assets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other Assets [Abstract] | ||
Long term debt issuance costs | $ 69 | |
Deferred costs | 124 | |
Product demo assets | 431 | $ 560 |
Security deposits | 50 | 50 |
Other | 49 | 50 |
Total | $ 723 | $ 660 |
ACCRUED EXPENSES AND OTHER CU54
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Accrued Expenses and Other Current Liabilities - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses and Other Current Liabilities [Abstract] | ||
Deferred purchase price | $ 780 | |
Bonus | 360 | |
Payroll and related benefits | 594 | $ 93 |
Commissions | 331 | 130 |
Severance | 244 | |
Professional fees | 109 | 195 |
Sales and use and VAT tax | 98 | 113 |
Goods received not invoiced | 73 | 10 |
Other | 305 | 132 |
Total | $ 2,894 | $ 673 |
STOCK REPURCHASES (Details)
STOCK REPURCHASES (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2017 | |
Disclosure Text Block Supplement [Abstract] | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 43 | 0 |
Payments For Repurchase Of Treasury Stock (in Dollars) | $ 65 | |
Sale of Stock, Price Per Share (in Dollars per share) | $ 1.52 |
ACCOUNTING FOR SHARE BASED CO56
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | Dec. 31, 2015 | Jun. 30, 2014 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Share-based Compensation | $ 536 | $ 699 | |||
Stock or Units Available for Distributions (in Shares) | 2,000 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Additional Number of Share Available for Grant (in Shares) | 1,658 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in Shares) | 26 | ||||
Employee Stock Option [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Reversed Share Based Compensation | $ 473 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | 1,147 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 569 | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 292 days | ||||
Restricted Stock [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Reversed Share Based Compensation | $ 119 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period (in Shares) | 113 | 30 | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 219 days | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 100 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 158 | ||||
Service Based Stock Options [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | 137 | 70 | |||
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 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 1,642 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | 594 | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercised Aggregate Intrinsic Value | $ 12 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 1.38 | $ 2.09 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ 1.53 | $ 1.51 | $ 2.23 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 845 | 1,040 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term | 8 years 328 days | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 8 years 146 days | ||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price (in Dollars per share) | $ 1.53 | ||||
Service Based Stock Options [Member] | Minimum [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit (in Dollars per share) | 0.75 | ||||
Service Based Stock Options [Member] | Maximum [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit (in Dollars per share) | $ 3.75 | ||||
Performance Shares [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period (in Shares) | 1,010 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 10 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 741 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 474 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 109 days | ||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercised Aggregate Intrinsic Value | $ 924 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 0.95 | $ 0.96 | |||
Share based Compensation Arrangement By Share based Payment Award Options Exercisable Weighted Average Remaining Contractual Term 3 | 5 years | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ 1.21 | $ 1.32 | $ 1.32 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 285 | 200 | 320 | ||
Performance Shares [Member] | Minimum [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 0.75 | ||||
Performance Shares [Member] | Maximum [Member] | |||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 3.02 |
ACCOUNTING FOR SHARE BASED CO57
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share Based Compensation | $ 536 | $ 699 |
Restricted Stock [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share Based Compensation | 230 | 208 |
Performance Based Restricted Common Stock [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share Based Compensation | (62) | 21 |
Performance Shares [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share Based Compensation | (235) | 115 |
Service Based Stock Options [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense [Line Items] | ||
Share Based Compensation | $ 603 | $ 355 |
ACCOUNTING FOR SHARE BASED CO58
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of non-vested restricted stock activity - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of non-vested restricted stock activity [Line Items] | ||
Non-vested as of January 1 | 244 | 187 |
Non-vested as of January 1 | $ 1.52 | $ 2.01 |
Granted | 150 | 188 |
Granted | $ 1.65 | $ 1.38 |
Vested and Issued | (122) | (101) |
Vested and Issued | $ (1.73) | $ 2.22 |
Forfeited | (113) | (30) |
Forfeited | $ (1.77) | $ 1.33 |
Non-vested as of December 31 | 159 | 244 |
Non-vested as of December 31 | $ 1.64 | $ 1.52 |
ACCOUNTING FOR SHARE BASED CO59
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of restricted common stock awards granted - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Restricted Stock [Member] | ||
2,017 | ||
Number of Shares Granted | 158 | |
6/5/17 Service Grant [Member] | ||
2,017 | ||
Fair Market Value per Granted Share (in Dollars per share) | $ 0.46 | |
6/5/17 Service Grant [Member] | Restricted Stock [Member] | Director [Member] | ||
2,017 | ||
Number of Shares Granted | 150 | |
Fair Market Value per Granted Share (in Dollars per share) | $ 1.65 | |
Vesting | Next Annual Meeting - June 2018 | |
11/13/2016 Service Grant [Member] | Restricted Stock [Member] | Director [Member] | ||
2,017 | ||
Number of Shares Granted | 15 | |
Fair Market Value per Granted Share (in Dollars per share) | $ 1.59 | |
Vesting | Annual Meeting - June 2017 | |
11/9/2016 Service Grant [Member] | Restricted Stock [Member] | Director [Member] | ||
2,017 | ||
Number of Shares Granted | 15 | |
Fair Market Value per Granted Share (in Dollars per share) | $ 1.64 | |
Vesting | Annual Meeting - June 2017 | |
6/30/16 Service Grant [Member] | Restricted Stock [Member] | Chief Executive Officer [Member] | ||
2,017 | ||
Number of Shares Granted | 8 | |
Fair Market Value per Granted Share (in Dollars per share) | $ 1.34 | |
Vesting | Quarterly Vesting through June 2020 | |
6/8/16 Service Grant [Member] | Restricted Stock [Member] | Director [Member] | ||
2,017 | ||
Number of Shares Granted | 120 | |
Fair Market Value per Granted Share (in Dollars per share) | $ 1.33 | |
Vesting | Annual Meeting - June 2017 |
ACCOUNTING FOR SHARE BASED CO60
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of performance-based stock option activity, and related information - Performance Shares [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2013 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of performance-based stock option activity, and related information [Line Items] | |||
Outstanding as of January 1 | 2,165 | 1,965 | |
Outstanding as of January 1 | $ 1.32 | $ 1.32 | |
Granted | 285 | 200 | 320 |
Granted | $ 1.36 | ||
Exercised | (550) | ||
Exercised | $ 0.75 | ||
Forfeited | (1,010) | ||
Forfeited | $ 1.69 | ||
Outstanding as of December 31 | 605 | 2,165 | |
Outstanding as of December 31 | $ 1.21 | $ 1.32 | |
Exercisable at December 31 | 320 | 1,090 | |
Exercisable at December 31 | $ 0.95 | $ 0.96 |
ACCOUNTING FOR SHARE BASED CO61
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of service-based stock option activity, and related Information - Service Based Stock Options [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of service-based stock option activity, and related Information [Line Items] | ||
Outstanding as of January 1 | 1,198 | 523 |
Outstanding as of January 1 | $ 1.51 | $ 2.23 |
Granted | 845 | 1,040 |
Granted | $ 1.68 | $ 1.41 |
Exercised | (8) | |
Exercised | $ 1.61 | |
Forfeited | (137) | (70) |
Forfeited | $ 1.47 | $ 1.33 |
Expired | (83) | (295) |
Expired | $ 3 | $ 2.46 |
Outstanding as of December 31 | 1,815 | 1,198 |
Outstanding as of December 31 | $ 1.53 | $ 1.51 |
Exercisable at December 31 | 567 | 181 |
Exercisable at December 31 | $ 1.38 | $ 2.09 |
ACCOUNTING FOR SHARE BASED CO62
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
1/2/17 Service Grant [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted [Line Items] | |
Number of Options (in thousands) (in Shares) | shares | 100 |
Option Term (in years) | 4 years |
Exercise Price (in Dollars per share) | $ 1.91 |
Risk Free Interest Rate | 1.94% |
Expected Volatility | 77.78% |
Fair Value at Grant Date (in Dollars per share) | $ 1.11 |
Expected Dividend Yield | 0.00% |
1/12/17 Service Grant [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted [Line Items] | |
Number of Options (in thousands) (in Shares) | shares | 20 |
Option Term (in years) | 4 years |
Exercise Price (in Dollars per share) | $ 1.92 |
Risk Free Interest Rate | 1.87% |
Expected Volatility | 77.88% |
Fair Value at Grant Date (in Dollars per share) | $ 1.11 |
Expected Dividend Yield | 0.00% |
2/17/17 Service Grant [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted [Line Items] | |
Number of Options (in thousands) (in Shares) | shares | 100 |
Option Term (in years) | 4 years |
Exercise Price (in Dollars per share) | $ 1.72 |
Risk Free Interest Rate | 1.92% |
Expected Volatility | 72.01% |
Fair Value at Grant Date (in Dollars per share) | $ 0.94 |
Expected Dividend Yield | 0.00% |
5/22/17 Service Grant [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted [Line Items] | |
Number of Options (in thousands) (in Shares) | shares | 35 |
Option Term (in years) | 4 years |
Exercise Price (in Dollars per share) | $ 1.38 |
Risk Free Interest Rate | 1.80% |
Expected Volatility | 68.93% |
Fair Value at Grant Date (in Dollars per share) | $ 0.73 |
Expected Dividend Yield | 0.00% |
6/5/17 Service Grant [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted [Line Items] | |
Number of Options (in thousands) (in Shares) | shares | 350 |
Option Term (in years) | 1 year |
Exercise Price (in Dollars per share) | $ 1.65 |
Risk Free Interest Rate | 1.74% |
Expected Volatility | 69.02% |
Fair Value at Grant Date (in Dollars per share) | $ 0.46 |
Expected Dividend Yield | 0.00% |
6/5/17 Service Grant [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted [Line Items] | |
Number of Options (in thousands) (in Shares) | shares | 200 |
Option Term (in years) | 4 years |
Exercise Price (in Dollars per share) | $ 1.65 |
Risk Free Interest Rate | 1.74% |
Expected Volatility | 69.02% |
Fair Value at Grant Date (in Dollars per share) | $ 0.87 |
Expected Dividend Yield | 0.00% |
6/15/17 Service Grant [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of assumptions used to estimate the fair value of stock option awards granted [Line Items] | |
Number of Options (in thousands) (in Shares) | shares | 40 |
Option Term (in years) | 4 years |
Exercise Price (in Dollars per share) | $ 1.60 |
Risk Free Interest Rate | 1.76% |
Expected Volatility | 69.09% |
Fair Value at Grant Date (in Dollars per share) | $ 0.84 |
Expected Dividend Yield | 0.00% |
SEGMENT AND RELATED INFORMATI63
SEGMENT AND RELATED INFORMATION (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
SEGMENT AND RELATED INFORMATION (Details) [Line Items] | ||||||||||
Number of Reportable Segments | 3 | |||||||||
Revenue, Net | $ 12,036 | $ 12,560 | $ 11,933 | $ 9,549 | $ 9,004 | $ 8,345 | $ 7,610 | $ 6,368 | ||
United States [Member] | ||||||||||
SEGMENT AND RELATED INFORMATION (Details) [Line Items] | ||||||||||
Revenue, Net | $ 31,924 | $ 23,269 | ||||||||
UNITED KINGDOM | ||||||||||
SEGMENT AND RELATED INFORMATION (Details) [Line Items] | ||||||||||
Revenue, Net | 5,634 | 769 | ||||||||
Germany [Member] | ||||||||||
SEGMENT AND RELATED INFORMATION (Details) [Line Items] | ||||||||||
Revenue, Net | 878 | 716 | ||||||||
Israel [Member] | ||||||||||
SEGMENT AND RELATED INFORMATION (Details) [Line Items] | ||||||||||
Revenue, Net | 789 | 1,178 | ||||||||
China [Member] | ||||||||||
SEGMENT AND RELATED INFORMATION (Details) [Line Items] | ||||||||||
Revenue, Net | $ 963 | $ 1,104 |
SEGMENT AND RELATED INFORMATI64
SEGMENT AND RELATED INFORMATION (Details) - Schedule of segment reporting financial information including total assets by segment - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales by segment: | ||
Net sales by segment | $ 46,078 | $ 31,327 |
Segment income: | ||
Segment income | 3,740 | 2,238 |
Other unallocated amounts: | ||
Corporate expenses | (6,685) | (4,786) |
Other (expenses) income - net | (301) | 364 |
Consolidated (loss) before income tax provision (benefit) | (3,246) | (2,184) |
Depreciation and amortization expense by segment: | ||
Depreciation and amortization by segment | 1,747 | 503 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 927 | 819 |
Total assets by segment: | ||
Total assets by segment | 38,338 | 18,446 |
Corporate assets, principally cash and cash equivalents and deferred income taxes | 8,583 | 16,989 |
Total consolidated assets | 46,921 | 35,435 |
Network Solutions [Member] | ||
Net sales by segment: | ||
Net sales by segment | 23,052 | 20,199 |
Segment income: | ||
Segment income | 2,935 | 2,486 |
Depreciation and amortization expense by segment: | ||
Depreciation and amortization by segment | 297 | 255 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 426 | 464 |
Total assets by segment: | ||
Total assets by segment | 10,442 | 10,595 |
Test and Measurement [Member] | ||
Net sales by segment: | ||
Net sales by segment | 13,380 | 11,128 |
Segment income: | ||
Segment income | 431 | (248) |
Depreciation and amortization expense by segment: | ||
Depreciation and amortization by segment | 393 | 248 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 300 | 355 |
Total assets by segment: | ||
Total assets by segment | 6,163 | $ 7,851 |
Embedded Solution [Member] | ||
Net sales by segment: | ||
Net sales by segment | 9,646 | |
Segment income: | ||
Segment income | 374 | |
Depreciation and amortization expense by segment: | ||
Depreciation and amortization by segment | 1,057 | |
Capital expenditures by segment: | ||
Capital expenditures by segment | 201 | |
Total assets by segment: | ||
Total assets by segment | $ 21,733 |
SEGMENT AND RELATED INFORMATI65
SEGMENT AND RELATED INFORMATION (Details) - Schedule of net consolidated sales from operations by region - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
SEGMENT AND RELATED INFORMATION (Details) - Schedule of net consolidated sales from operations by region [Line Items] | ||
Revenues | $ 46,078 | $ 31,327 |
Americas [Member] | ||
SEGMENT AND RELATED INFORMATION (Details) - Schedule of net consolidated sales from operations by region [Line Items] | ||
Revenues | 33,440 | 24,155 |
Europe, Middle East, Africa [Member] | ||
SEGMENT AND RELATED INFORMATION (Details) - Schedule of net consolidated sales from operations by region [Line Items] | ||
Revenues | 9,506 | 5,132 |
Asia Pacific [Member] | ||
SEGMENT AND RELATED INFORMATION (Details) - Schedule of net consolidated sales from operations by region [Line Items] | ||
Revenues | $ 3,132 | $ 2,040 |
RETIREMENT PLAN (Details)
RETIREMENT PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | ||
Payment for Pension Benefits | $ 255 | $ 378 |
INCOME TAXES (Details)
INCOME TAXES (Details) € in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017EUR (€) | |
INCOME TAXES (Details) [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (34.00%) | (34.00%) | ||
Tax Cuts And Jobs Act Of 2017 Change In Tax Rate Income Tax Expense Benefit | $ 1,247 | |||
Tax Cuts And Jobs Act Of 2017 Change In Tax Rate Revaluation Of Deferred Tax Assets | $ 2,481 | |||
Operating Loss Carryforwards Expiration Period | 2,029 | |||
Federal Ministry of Finance, Germany [Member] | ||||
INCOME TAXES (Details) [Line Items] | ||||
Operating Loss Carryforwards | € | € 12,845 | |||
Scenario, Plan [Member] | ||||
INCOME TAXES (Details) [Line Items] | ||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||
Domestic Tax Authority [Member] | ||||
INCOME TAXES (Details) [Line Items] | ||||
Operating Loss Carryforwards | $ 19,537 | |||
Foreign Tax Authority [Member] | ||||
INCOME TAXES (Details) [Line Items] | ||||
Operating Loss Carryforwards | 44,998 | |||
Operating Loss Carryforwards, Valuation Allowance | $ 7,051 | $ 5,462 |
INCOME TAXES (Details) - Schedu
INCOME TAXES (Details) - Schedule of income tax expense (benefit) related to income (loss) from operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
Federal | $ (4) | |
State | 22 | $ 37 |
Foreign | (166) | |
Deferred: | ||
Federal | 1,672 | (340) |
State | (275) | (49) |
Foreign | (2) | |
Total | $ 1,247 | $ (352) |
INCOME TAXES (Details) - Sche69
INCOME TAXES (Details) - Schedule of reconciliation of the maximum statutory federal tax rate to the company's effective tax relative to operations | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of reconciliation of the maximum statutory federal tax rate to the company's effective tax relative to operations [Abstract] | ||
Statutory federal income tax rate | (34.00%) | (34.00%) |
Changes in tax rates | 67.40% | |
Permanent differences | 7.90% | 6.90% |
Repatriation tax - new law | 4.80% | |
Change in valuation allowance | 4.40% | 11.90% |
Research and development incentive | (6.70%) | |
State income tax net of federal tax benefit | (3.50%) | 1.70% |
Foreign rate difference | (1.50%) | |
Other | (0.40%) | (2.60%) |
Total | 38.40% | (16.10%) |
INCOME TAXES (Details) - Sche70
INCOME TAXES (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 11,979 | $ 12,559 |
Inventory | 909 | 786 |
Research and development credit | 648 | |
Stock compensation | 165 | |
Other | 108 | 184 |
Goodwill and intangible assets | (1,147) | (541) |
Fixed assets | (439) | (122) |
Gross deferred tax asset | 12,223 | 12,866 |
Less valuation allowance | (7,051) | (5,462) |
Net deferred tax asset | $ 5,172 | $ 7,404 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (253) |
CommAgility [Member] | |
FAIR VALUE MEASUREMENTS (Details) [Line Items] | |
Business Combination Contingent Consideration Liability Fair Value | 754 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 253 |
Business Combination Contingent Consideration Arrangements Significant Inputs Discount Rate | 15.00% |
Business Combination, Contingent Consideration, Liability | $ 630 |
COMMITMENTS AND CONTINGENCIES72
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Operating Leases Area (in Square Feet) | ft² | 45,700 | |
Lease Expiration Date | Mar. 31, 2023 | |
Monthly Leases Minimum Payments Due In Year One | $ 33 | |
Monthly Leases Maximum Payments Due In Year Eight | 41 | |
Allowance Received For Improvement | $ 300 | |
Description of Lessor Leasing Arrangements, Operating Leases | The lease can be renewed at the Company’s option for one five-yearperiod at fair market value to be determined at term expiration. | |
Lease Renewal Option | 1 | |
Lease Renewable Term | 5 years | |
Lease Expense Included In Continuing Operations | $ 796 | $ 585 |
Accrual for Environmental Loss Contingencies, Charges to Expense for New Losses | 1 | $ 18 |
Environmental Costs Recognized, Capitalized | 41 | |
Security Deposit Liability | $ 485 | |
Minimum [Member] | ||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Warranties Period of Product | 1 year | |
Maximum [Member] | ||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Warranties Period of Product | 3 years | |
Leicestershire England [Member] | ||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Land (in Square Feet) | ft² | 4,900 | |
Lease Expiration Period | 2020-11 | |
Duisburg Germany [Member] | ||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | ||
Area of Land (in Square Feet) | ft² | 7,446 | |
Lessee, Operating Lease, Renewal Term | 3 months |
COMMITMENTS AND CONTINGENCIES73
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future minimum lease payments - Building [Member] $ in Thousands | Dec. 31, 2017USD ($) |
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future minimum lease payments [Line Items] | |
2,018 | $ 528 |
2,019 | 511 |
2,020 | 460 |
2,021 | 474 |
2,022 | 488 |
Thereafter | 123 |
Total | $ 2,584 |
COMMITMENTS AND CONTINGENCIES74
COMMITMENTS AND CONTINGENCIES (Details) - Schedule of future lease payments relative to continuing operations - Equipment [Member] $ in Thousands | Dec. 31, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2,018 | $ 54 |
2,019 | 54 |
2,020 | 54 |
2,021 | 54 |
2,022 | 9 |
Total | $ 225 |
SELECTED QUARTERLY FINANCIAL 75
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Details) - Summary of selected quarterly financial data - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of selected quarterly financial data [Abstract] | ||||||||||
Net revenues | $ 12,036 | $ 12,560 | $ 11,933 | $ 9,549 | $ 9,004 | $ 8,345 | $ 7,610 | $ 6,368 | ||
Gross Profit | 5,471 | 6,113 | 3,344 | 4,333 | 3,280 | 3,823 | 3,339 | 2,720 | $ 19,261 | $ 13,162 |
Operating income (loss) | 261 | 782 | (2,269) | (1,719) | (1,542) | 268 | (353) | (921) | $ (2,945) | $ (2,548) |
Net income (loss) | $ (2,547) | $ 653 | $ (1,368) | $ (1,231) | $ (1,159) | $ 121 | $ (218) | $ (576) | ||
Diluted net income (loss) per share (in Dollars per share) | $ (0.11) | $ 0.03 | $ (0.07) | $ (0.06) | $ (0.06) | $ 0.01 | $ (0.01) | $ (0.03) |