Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 01, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | WIRELESS TELECOM GROUP INC | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 20,979,651 | |
Amendment Flag | false | |
Entity Central Index Key | 878,828 | |
Entity Filer Category | Smaller Reporting Company | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash & cash equivalents | $ 2,240 | $ 2,458 |
Accounts receivable - net of reserves of $42 and $44, respectively | 10,747 | 9,041 |
Inventories - net of reserves of $1,732 and $1,856, respectively | 7,053 | 6,526 |
Prepaid expenses and other current assets | 1,725 | 4,733 |
TOTAL CURRENT ASSETS | 21,765 | 22,758 |
PROPERTY PLANT AND EQUIPMENT - NET | 2,639 | 2,730 |
OTHER ASSETS | ||
Goodwill | 10,598 | 10,260 |
Acquired Intangible Assets, net | 4,391 | 4,511 |
Deferred income taxes | 5,958 | 5,939 |
Other | 772 | 723 |
TOTAL OTHER ASSETS | 21,719 | 21,433 |
TOTAL ASSETS | 46,123 | 46,921 |
CURRENT LIABILITIES | ||
Short term debt | 2,747 | 1,335 |
Accounts payable | 3,922 | 4,109 |
Accrued expenses and other current liabilities | 3,884 | 2,894 |
Deferred Revenue | 808 | 629 |
TOTAL CURRENT LIABILITIES | 11,361 | 8,967 |
LONG TERM LIABILITIES | ||
Long term debt | 456 | 494 |
Other long term liabilities | 100 | 1,590 |
Deferred Tax Liability | 852 | 767 |
TOTAL LONG TERM LIABILITIES | 1,408 | 2,851 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY | ||
Preferred stock, $.01 par value, 2,000,000 shares authorized, none issued | ||
Common stock, $.01 par value, 75,000,000 shares authorized, 34,168,252 and 33,868,252 shares issued, 20,979,651 and 22,772,167 shares outstanding | 342 | 339 |
Additional paid in capital | 47,967 | 47,494 |
Retained earnings | 7,971 | 7,176 |
Treasury stock at cost, - 13,188,601 and 11,096,085 shares, respectively | (24,509) | (20,910) |
Accumulated Other Comprehensive Income | 1,583 | 1,004 |
TOTAL SHAREHOLDERS’ EQUITY | 33,354 | 35,103 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 46,123 | $ 46,921 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, net of reserves (in Dollars) | $ 42 | $ 44 |
Inventories, net of reserves (in Dollars) | $ 1,732 | $ 1,856 |
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 | 34,168,252 | 33,868,252 |
Common stock, shares outstanding | 20,979,651 | 22,772,167 |
Treasury stock, shares | 13,188,601 | 11,096,085 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
NET REVENUES | $ 13,264 | $ 9,549 |
COST OF REVENUES | 6,996 | 5,216 |
GROSS PROFIT | 6,268 | 4,333 |
Operating Expenses | ||
Research and Development | 1,157 | 1,087 |
Sales and Marketing | 1,910 | 1,552 |
General and Administrative | 2,681 | 3,412 |
Total Operating Expenses | 5,748 | 6,051 |
Operating income/(loss) | 520 | (1,718) |
Other income/(expense) | 2 | (2) |
Interest Expense | (92) | (49) |
Income/(loss) before taxes | 430 | (1,769) |
Tax Provision/(Benefit) | 56 | (538) |
Net Income/(Loss) | 374 | (1,231) |
Other Comprehensive Income/(Loss): | ||
Foreign currency translation adjustments | 579 | (59) |
Comprehensive Income/(Loss) | $ 953 | $ (1,290) |
Net Income/(Loss) per common share: | ||
Basic (in Dollars per share) | $ 0.02 | $ (0.06) |
Diluted (in Dollars per share) | $ 0.02 | $ (0.06) |
Weighted average shares outstanding: | ||
Basic (in Shares) | 20,644,409 | 20,386,678 |
Diluted (in Shares) | 21,633,117 | 20,386,678 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
CASH FLOWS PROVIDED/(USED) BY OPERATING ACTIVITIES | ||
Net Income/(loss) | $ 374 | $ (1,231) |
Adjustments to reconcile net income/(loss) to net cash (used) by operating activities: | ||
Depreciation and amortization | 626 | 414 |
Amortization of debt issuance fees | 19 | 9 |
Share-based compensation expense | 188 | 301 |
Deferred rent | 5 | 8 |
Deferred income taxes | 37 | (496) |
Provision for (recovery of) doubtful accounts | (1) | 1 |
Inventory reserves | 19 | 100 |
Changes in assets and liabilities, net of acquisition: | ||
Accounts receivable | (1,574) | (231) |
Inventories | (524) | (412) |
Prepaid expenses and other assets | (507) | 125 |
Accounts payable | (255) | 352 |
Accrued expenses and other liabilities | 635 | 160 |
Net cash (used) by operating activities | (958) | (900) |
CASH FLOWS (USED) BY INVESTING ACTIVITIES | ||
Capital expenditures | (199) | (192) |
Acquisition of business net of cash acquired | (811) | (8,596) |
Net cash (used) by investing activities | (1,010) | (8,788) |
CASH FLOWS PROVIDED/(USED) BY FINANCING ACTIVITIES | ||
Revolver borrowings | 10,603 | 3,399 |
Revolver repayments | (9,191) | (1,494) |
Term loan borrowings | 760 | |
Term loan repayments | (38) | |
Debt issuance fees | (215) | |
Proceeds from exercise of stock options | 288 | 38 |
Net cash provided/(used) by financing activities | 1,662 | 2,488 |
Effect of exchange rate changes on cash and cash equivalents | 88 | 27 |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (218) | (7,173) |
Cash and cash equivalents, at beginning of period | 2,458 | 9,351 |
CASH AND CASH EQUIVALENTS, AT END OF PERIOD | 2,240 | 2,178 |
SUPPLEMENTAL INFORMATION: | ||
Cash paid during the period for interest | 36 | 5 |
Cash paid during the period for income taxes | $ 9 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of Common Shares as Consideration | $ 5,999 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY (UNAUDITED) - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Total |
Balances at Dec. 31, 2017 | $ 339 | $ 47,494 | $ 7,176 | $ (20,910) | $ 1,004 | $ 35,103 |
Balances, shares (in Shares) at Dec. 31, 2017 | 33,868,252 | 33,868,252 | ||||
Adoption of Accounting Standard | 421 | $ 421 | ||||
Adjusted Opening Equity at Dec. 31, 2017 | $ 339 | 47,494 | 7,597 | (20,910) | 1,004 | 35,524 |
Adjusted Opening Equity, shares (in Shares) at Dec. 31, 2017 | 33,868,252 | |||||
Net Income (loss) | 374 | 374 | ||||
Issuance of shares in connection with stock options exercised | $ 3 | 285 | 288 | |||
Issuance of shares in connection with stock options exercised (in Shares) | 300,000 | |||||
Forfeiture of shares issued in connection with CommAgility acquisition | (3,599) | (3,599) | ||||
Share-based compensation expense | 188 | 188 | ||||
Cumulative translation adjustment | 579 | 579 | ||||
Balances at Mar. 31, 2018 | $ 342 | $ 47,967 | $ 7,971 | $ (24,509) | $ 1,583 | $ 33,354 |
Balances, shares (in Shares) at Mar. 31, 2018 | 34,168,252 | 34,168,252 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES 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 condensed consolidated balance sheet as of March 31, 2018, the condensed consolidated statements of operations and comprehensive income/(loss) for the three months ended March 31, 2018 and 2017, the condensed consolidated statements of cash flows for the three months ended March 31, 2018 and 2017 and the condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2018 have been prepared by the Company without audit. The condensed consolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, Noisecom, and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). All intercompany transactions and balances have been eliminated in consolidation. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s latest shareholders’ annual report (Form 10-K). Condensed Consolidated Financial Statements In the opinion of management, the accompanying condensed consolidated financial statements referred to above contain all necessary adjustments, consisting of normal accruals and recurring entries, which are necessary to fairly present the Company’s results for the interim periods being presented. The accounting policies followed by the Company are set forth in Note 1 to the Company’s financial statements included in its annual report on Form 10-K for the year ended December 31, 2017. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) have been reduced for interim periods in accordance with SEC rules. The results of operations for the three month period ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and estimated fair values of acquired assets and liabilities in business combinations) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. Concentration Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents 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 three months ended March 31, 2018, one customer accounted for approximately 16% of the Company’s consolidated revenues. For the three months ended March 31, 2017, one customer accounted for approximately 11% of the Company’s consolidated revenues. At March 31, 2018, one customer exceeded 10% of consolidated gross accounts receivable at 23% of the Company’s gross accounts receivable. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 18% and 11%, respectively. 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 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”). The financial targets for 2017 were not achieved therefore there was no earn-out payment made in the three months ended March 31, 2018. As of December 31, 2017, the Company estimated the fair value of the contingent consideration remaining to be paid based on the 2018 financial results to be $630. 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, 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. 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. As of March 31, 2018, the Company’s contingent consideration liability has been estimated at $678 and is recorded in other current liabilities in the accompanying condensed consolidated balance sheet. The Company will satisfy this obligation with a cash payment to the sellers of CommAgility upon the achievement of the financial targets for 2018. The contingent consideration liability is considered a Level 3 fair value measurement. Subsequent Events Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the consolidated financial statements through the date the financial statements were issued. |
RECENT ACCOUNTING PRONOUNCEMENT
RECENT ACCOUNTING PRONOUNCEMENTS | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS Adopted During The Three Months Ended March 31, 2018 On January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers Upon adoption, a cumulative effect adjustment of $421 was made and the impact resulted in an increase to retained earnings on the Condensed Consolidated Balance Sheet as of January 1, 2018. The adjustment was based on customer-specific contracts in effect at December 31, 2017 and reflects revenue that would have been recognized in 2018 in accordance with Accounting Standard Codification (“ASC”) 605 “Revenue Recognition” and Subtopic 985 “Software” collectively referred to as “Topic 605”. The beginning balance of deferred revenue decreased by $258 representing amounts that were invoiced to customers and not recognized and prepaid and other current assets increased by $163 representing unbilled receivables recognized under Topic 606. Further, accounts receivable increased $199 as the contra accounts receivable balance representing estimated product returns was reclassified to other current liabilities. The most significant impact of Topic 606 relates to the Company’s accounting for software license agreements which have multiple deliverables. Under Topic 605 the Company could not establish vendor specific objective evidence of fair value (“VSOE”) for its undelivered elements and therefore was not able to separate its delivered software licenses from its future undelivered software license releases. Topic 606 no longer requires separability of promised goods, such as software licenses, on the basis of VSOE. Rather, Topic 606 requires the Company to identify the performance obligations in the contract — that is, those promised goods and services (or bundles of promised goods or services) that are distinct — and allocate the transaction price of the contract to those performance obligations on the basis of estimated standalone selling prices (“SSPs”). 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 standalone value. The primary impact of adopting the new standard results in an acceleration of revenues recognized for the aforementioned multiple deliverable software license arrangements, which are 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. The timing of revenue recognition for digital signal processing hardware in the Embedded Solutions segment, radio frequency solutions in the Network Solutions segment and noise generators and components and power meters and analyzers and related services in the Test and Measurement segment remains substantially unchanged. The following line items in our Condensed Consolidated Statement of Operations and Comprehensive Income for the current reporting period and Condensed Consolidated Balance Sheet as of March 31, 2018 have been provided to reflect both the adoption of Topic 606 as well as a comparative presentation in accordance with Topic 605 previously in effect: Three Months Ended March 31, 2018 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME As Reported (in Balances Without Impact of Net sales $ 13,264 $ 12,958 $ 306 Operating income 430 124 306 Net income 374 68 306 As of March 31, 2018 CONDENSED CONSOLIDATED BALANCE SHEET As Reported (in Accordance with ASC Topic 606) Balances Without Adoption of ASC Topic 606 Impact of Adoption Higher/(Lower) CURRENT ASSETS Prepaid expenses and other current assets $ 1,725 $ 1,241 $ 484 CURRENT LIABILITIES Deferred revenue 808 1,068 (260 ) SHAREHOLDERS’ EQUITY Retained earnings 7,971 7,665 306 In January 2017, the FASB issued ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business Topic 805 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230); Classification of Certain Cash Receipts and Cash Payments Except for the change in accounting policies for revenue recognition as a result of adopting Topic 606, there have been no other changes to our significant accounting policies as described in the 2017 Form 10-K that had a material impact on our condensed consolidated financial statements and related notes. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) The Company is currently evaluating its population of leases and is continuing to assess all potential impacts of ASU 2016-02. The Company does anticipate recognition of additional assets and corresponding liabilities related to leases upon adoption, but has not yet quantified these at this time. The Company plans to adopt the standard effective January 1, 2019, but has not yet selected a transition method. |
REVENUE
REVENUE | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | NOTE 3 – REVENUE Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services. The Company’s performance obligations are satisfied either over time or at a point in time. Revenue from performance obligations that transferred at a point in time accounted for approximately 94% of the Company’s total revenue for the three months ended March 31, 2018. Nature of Products and Services Hardware The Company generally has one performance obligation in its arrangements involving the sales of radio frequency solutions in the Network Solutions segment, digital signal processing hardware in the Embedded Solutions segment and noise generators and components and power meter and analyzers in the Test and Measurement segment. When the terms of a contract include the transfer of multiple products, each distinct product is identified as a separate performance obligation. Generally, satisfaction occurs when control of the promised goods is transferred to the customer in exchange for consideration in an amount for which we expect to be entitled. Generally, control is transferred when legal title of the asset moves from the Company to the customer. · when the Company has a present right to payment for the asset · when the Company has transferred physical possession of the asset to the customer · when the customer has the significant risks and rewards of ownership of the asset · when the customer has accepted the asset Software Arrangements involving licenses of software in the Embedded Solutions segment may involve multiple performance obligations, most notably subsequent releases of the software. The Company has concluded that each software release in a multiple deliverable arrangement in the Embedded Solutions segment is a distinct performance obligation and, accordingly, transaction price is allocated to each release when the customer obtains control of the software. Performance obligations that are not distinct at contract inception are combined. Specifically, with the Company’s sales of software, contracts that include customization may result in the combination of the customization services with the license as one distinct performance obligat Services Arrangements involving calibration and repair services in the Company’s Test and Measurement segment are generally considered a single performance obligation and are recognized as the services are rendered. Shipping and Handling Shipping and handling activities performed after the customer obtains control are accounted for as fulfillment activities and recognized as cost of revenues. Significant Judgments For the Company’s more complex software and services arrangements significant judgment is required in determining whether licenses and services are distinct performance obligations that should be accounted for separately, or, are not distinct, and thus accounted for together. Further, in cases where we determine that performance obligations should be accounted for separately, judgement is required to determine the standalone selling price for each distinct performance obligation. Certain of the Company shipments include a limited return right. In accordance with Topic 606 the Company recognizes revenue net of expected returns. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers and these timing differences result in contract assets or contract liabilities (deferred revenue) on the Company’s condensed consolidated balance sheet. The Company records a contract asset when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Contract assets are recorded in prepaid expenses and other current assets and are $484 and $162 as of March 31, 2018 and December 31, 2017 (as adjusted), respectively. The increase in contract assets from December 31, 2017 is due to contract assets recognized in the current period. Deferred revenue is $808 and $371 as of March 31, 2018 and December 31, 2017 (as adjusted), respectively. Revenue recognized in the current period that was included in the opening deferred revenue balance was $163. Disaggregated Revenue We disaggregate our revenue from contracts with customers by product family and geographic location for each of our segments as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended March 31, 2018 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total RF Solutions $ 5,511 $ - $ - $ 5,511 Noise Generators and Components - 1,499 - 1,499 Power Meters and Analyzers - 1,980 - 1,980 Signal Processing Hardware - - 2,906 2,906 Software Licenses - - 483 483 Services - 284 601 885 Total Net Revenue $ 5,511 $ 3,763 $ 3,990 $ 13,264 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total Americas $ 4,159 $ 2,515 $ 1,423 $ 8,097 EMEA 941 449 2,370 3,760 APAC 411 799 197 1,407 Total Net Revenue $ 5,511 $ 3,763 $ 3,990 $ 13,264 Three Months Ended March 31, 2017 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total RF Solutions $ 5,515 $ - $ - $ 5,515 Noise Generators and Components - 1,217 - 1,217 Power Meters and Analyzers - 1,536 - 1,536 Signal Processing Hardware - - 382 382 Software Licenses - - 85 85 Services - 284 530 814 Total Net Revenue $ 5,515 $ 3,037 $ 997 $ 9,549 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total Americas 4,710 1,690 565 6,965 EMEA 572 554 397 1,523 APAC 233 793 35 1,061 Total Net Revenue 5,515 3,037 997 9,549 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
Prepaid Expenses and Other Current Assets [Text Block] | NOTE 4 – 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 included a $3,599 contingent asset representing the fair value of consideration shares issued in connection with the CommAgility acquisition. Under the claw back provision of the Share Purchase Agreement (see Note 5) the consideration shares were forfeited in March 2018 and are no longer outstanding. Accordingly, prepaid expenses and other current assets decreased by $3,599 from December 31, 2017. The forfeited shares are recorded as treasury stock in the condensed consolidated statement of shareholders’ equity as of March 31, 2018. |
ACQUISITION OF COMMAGILITY
ACQUISITION OF COMMAGILITY | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 5 – ACQUISITION OF COMMAGILITY 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 the issued shares in CommAgility Limited, (“CommAgility”) a company incorporated in England and Wales (the “Acquisition”) from CommAgility’s founders. The Acquisition was completed pursuant to the terms of a Share Purchase Agreement, dated February 17, 2017, and entered into by and among the Company, the Acquisition Subsidiary and the founders. The Company paid $11,318 in cash on acquisition date and issued 3,488 shares of newly issued Company common stock (“Consideration Shares”) with an acquisition date fair value of $6,000. Pursuant to the Share Purchase Agreement, 2,093 of the Consideration Shares were subject to forfeiture and return to the Company if (a) 2017 Adjusted EBITDA, as defined, generated by CommAgility is less than £2,400; or (b) 2018 Adjusted 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). During the three months ended March 31, 2018 all consideration shares were forfeited as the 2017 EBITDA threshold was not achieved. The fair value of these shares of $3,599 is recorded in treasury stock as of March 31, 2018. The following table summarizes the activity related to contingent consideration and deferred purchase price for the three months ended March 31, 2018: Contingent Consideration Deferred Purchase Balance at December 31, 2017 $ 630 $ 1,230 Accretion of Interest 24 - Payment - (811 ) Foreign Currency Translation 24 48 Balance as of March 31, 2018 $ 678 $ 467 As of March 31, 2018, contingent consideration liability and deferred purchase price are included in accrued expenses and other current liabilities on the condensed consolidated balance sheet. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 6 – INCOME TAXES The Company records deferred taxes in accordance with Accounting Standards Codification (“ASC”) 740, “ Accounting for Income Taxes 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 amount of deferred tax assets considered realizable is subject to adjustment in future periods if estimates of future taxable income are changed. The effective rate of income tax provision of 13% for the three months ended March 31, 2018 was lower than the statutory rates in the United States and United Kingdom primarily due to research and development deductions in the United Kingdom and non-qualified stock option deductions offset by nondeductible expenses and U.S. state income taxes. |
INCOME (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 7 - 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 Three Months 2018 2017 Weighted average common shares outstanding 20,644 20,386 Potentially dilutive stock options 989 780 Weighted average common shares outstanding, assuming dilution 21,633 21,166 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 0 and 1,413 for the three months ended March 31, 2018 and 2017, respectively. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 8 – INVENTORIES Inventory carrying value is net of inventory reserves of $1,732 and $1,856 at March 31, 2018 and December 31, 2017, respectively. Inventories consist of: March 31, December 31, Raw materials $ 3,678 $ 3,231 Work-in-process 592 631 Finished goods 2,783 2,664 $ 7,053 $ 6,526 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 9 – GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill balance of $10,598 at March 31, 2018 relates to two of the Company’s reporting units, Microlab ($1,351) and Embedded Solutions ($9,247). Management’s qualitative assessment performed in the fourth quarter of 2017 did not indicate any impairment of Microlab’s goodwill as its fair value was estimated to be in excess of its carrying value. Furthermore, no events have occurred since then that would change this assessment. Goodwill consists of the following: March 31, 2018 Beginning Balance $ 10,260 Foreign Currency Translation 338 Ending Balance $ 10,598 Intangible assets consist of the following: March 31, 2018 Gross Carrying Accumulated Foreign Exchange Net Carrying Customer Relationships $ 2,766 $ (646 ) $ 268 $ 2,388 Patents 615 (143 ) 59 531 Non Compete Agreements 1,107 (436 ) 100 771 Tradename 629 - 72 701 Total $ 5,117 $ (1,225 ) $ 499 $ 4,391 December 31, 2017 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 $287 and $200 for the three months ended March 31, 2018 and 2017, respectively. Amortization of acquired intangible assets is included as part of general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income/(loss). The estimated future amortization expense related to intangible assets is as follows as of March 31, 2018: Remainder 2018 $ 873 2019 1,165 2020 805 2021 754 2022 94 Total $ 3,691 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 10 – DEBT Debt consists of the following: March 31, 2018 Revolver at LIBOR Plus Margin $ 2,595 Term Loan at LIBOR Plus Margin 608 Total Debt 3,203 Debt Maturing within one year (2,747) Non-current portion of long term debt $ 456 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 The Company must repay the Term Loan in installments of $38 per quarter due on the first day of each fiscal quarter The Term and Revolver Loans bear interest at the LIBOR rate plus a margin. The margin on the outstanding balance of the Company’s Term Loans and Revolver Loans were fixed at 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 March 31, 2018, and the date hereof, the Company is in compliance with the covenants of the New Credit Facility. |
ACCOUNTING FOR SHARE BASED COMP
ACCOUNTING FOR SHARE BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 11 - ACCOUNTING FOR SHARE BASED COMPENSATION The Company’s results for the three months ended March 31, 2018 and 2017 include share-based compensation expense totaling $188 and $301, respectively. Such amounts have been included in the consolidated statement of operations and comprehensive income/loss within operating expenses. The Company accounts for forfeitures when they occur. 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 equity, including 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 subject to awards previously issued under the Company’s 2000 Stock Option Plan that expire, are canceled or are terminated after adoption of the Initial 2012 Plan without having been exercised in full and would have been available for subsequent grants under the 2000 Stock Option 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. The 2012 Plan provides that if awards are forfeited, expire or otherwise terminate without issuance of the shares underlying the awards, or if the award does not result in issuance of all or part of the shares underlying the award, the unissued shares are again available for awards under the 2012 Plan. As a result of certain award forfeitures and cancellations, as of March 31, 2018, there are approximately 2,500 shares available for issuance under the 2012 Plan. All service-based (time vesting) options granted have ten-year terms from the date of grant and typically vest annually and become fully exercisable after a maximum of five years. However, vesting conditions are determined on a grant by grant basis. Performance-based options granted have ten-year terms and vest and become fully exercisable when determinable performance targets are achieved. Performance targets are 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 by equity type for the respective periods: Three Months Ended 2018 2017 Service-based Restricted Common Stock $ 63 $ 57 Performance-based Restricted Common Stock - 5 Performance-based Stock Options 12 59 Service-based Stock Options 113 180 $ 188 $ 301 As of March 31, 2018, $444 of unrecognized compensation costs related to unvested stock options is expected to be recognized over a remaining weighted average period of 2.6 years and $37 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, granted under the Company’s shareholder approved equity compensation plans, as of March 31, 2018, and changes during the three months ended March 31, 2018, are presented below: Shares Weighted Average Non-vested as of December 31, 2017 159 $1.64 Granted - - Vested and Issued - $1.34 Forfeited - - Non-vested as of March 31, 2018 159 $1.64 Performance-Based Stock Option Awards: A summary of performance-based stock option activity, and related information for the three months ended March 31, 2018 follows: Shares Weighted Average Outstanding as of December 31, 2017 605 $1.21 Granted - - Exercised (300 ) $0.96 Forfeited - - Expired - - Outstanding as of March 31, 2018 305 $1.45 Exercisable at March 31, 2018 20 $0.78 The aggregate intrinsic value of performance-based stock options outstanding (regardless of whether or not such options are exercisable) as of March 31, 2018 was $303 and the weighted average remaining contractual life was 7.4 years. The aggregate intrinsic value of performance-based stock options exercisable as of March 31, 2018 was $33 and the weighted average remaining contractual life was 2.7 years. The intrinsic value of options exercised during the three months ended March 31, 2018 was $444. 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 20 options) are fully amortized. Service-Based Stock Option Awards: A summary of service-based stock option activity and related information for the three months ended March 31, 2018 follows: Shares Weighted Average Outstanding as of December 31, 2017 1,815 $1.53 Granted - - Exercised - - Forfeited - - Expired - - Outstanding as of March 31, 2018 1,815 $1.53 Exercisable at March 31, 2018 658 $1.42 The aggregate intrinsic value of service-based stock options (regardless of whether or not such options are exercisable) as of March 31, 2018 was $1,660 and the weighted average remaining contractual life was 8.6 years. The aggregate intrinsic value of service-based stock options exercisable as of March 31, 2018 was $675 and the weighted average remaining contractual life was 8.2 years. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 12 – SEGMENT INFORMATION The operating businesses of the Company are segregated into three reportable segments: (i) Network Solutions, (ii) Test and Measurement and (iii) Embedded Solutions. Network Solutions The Network Solutions segment is comprised primarily of the operations of the Company’s subsidiary, Microlab. Network Solutions designs and manufactures a wide selection of RF passive components and integrated subsystems for signal conditioning and distribution in the wireless infrastructure markets, particularly for small cell deployments, DAS, the in-building wireless solutions industry and radio base-station market. Network Solutions also offers active solution sets to assist in network timing for tunnels and in-building wireless signaling. Network Solutions external customers include telecommunications service providers, systems integrators, neutral host operators and distributors. Test and Measurement 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. Noisecom designs and produces noise generation equipment and instruments, calibrated noise sources, noise modules and diodes. Noise components and instruments are used as a method to provide wide band signals for sophisticated telecommunication and defense applications, and as a stable reference standard for instruments and systems, including radar and satellite communications. Boonton products are also used to test terrestrial and satellite communications, radar and telemetry. Certain power meter products are designed for measuring signals based on wideband modulation formats, allowing a variety of measurements to be made, including maximum power, peak power, average power and minimum power. Customers of the Test and Measurement segment include large defense contractors and the U.S. and foreign governments. Embedded Solutions The Embedded Solutions segment is comprised of the operations of CommAgility Limited which was acquired on February 17, 2017. Embedded Solutions supplies signal processing technology for network validation systems supporting LTE and emerging 5G networks. Additionally, this segment licenses, implements and configures LTE PHY layer and stack software for private LTE networks supporting satellite communications, the military and aerospace industries. Customers include wireless communication test equipment companies, defense subcontractors and global technology and services companies. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. The Company allocates resources and evaluates the performance of segments based on income or loss from operations, excluding interest, corporate expenses and other income (expenses). Financial information by reportable segment for the respective periods is set forth below: For the three months ended March 31, 2018 2017 Net sales by segment: Network Solutions $ 5,511 $ 5,515 Test and Measurement 3,763 3,037 Embedded Solutions 3,990 997 Total consolidated net sales of reportable segments $ 13,264 $ 9,549 Segment income (loss): Network Solutions $ 813 $ 908 Test and Measurement 510 25 Embedded Solutions 611 (229 ) Income (loss) from reportable segments 1,934 704 Other unallocated amounts: Corporate expenses (1,413 ) (2,422 ) Other (expenses) income - net (91 ) (51 ) Consolidated income/(loss) before Income tax provision/(benefit) $ 430 $ (1,769 ) Depreciation and amortization by segment: Network Solutions $ 136 $ 102 Test and Measurement 175 93 Embedded Solutions 315 219 Total depreciation and amortization for reportable segments $ 626 $ 414 Capital expenditures by segment: Network Solutions $ 78 $ 84 Test and Measurement 102 66 Embedded Solutions 19 42 Total consolidated capital expenditures by reportable segment $ 199 $ 192 March 31, December 31, 2018 2017 Total assets by segment: Network Solutions $ 11,046 $ 10,442 Test and Measurement 6,559 6,163 Embedded Solutions 19,628 21,733 Total assets for reportable segments 37,233 38,338 Corporate assets, principally cash and cash equivalents and deferred income taxes 8,890 8,583 Total consolidated assets $ 46,123 $ 46,921 Consolidated net sales by region were as follows: Three Months Ended 2018 2017 Sales by region Americas $ 8,097 $ 6,965 Europe, Middle East, Africa (EMEA) 3,760 1,523 Asia Pacific (APAC) 1,407 1,061 Total sales $ 13,264 $ 9,549 Net sales are attributable to a geographic area based on the destination of the product shipment. The majority of shipments in the Americas are to customers located within the United States. For the three months ended March 31, 2018 and 2017, revenues in the United States for all reportable segments amounted to $7,946 and $6,465, respectively. Shipments for the three months ended March 31, 2108 to the EMEA region for all reportable segments were largely concentrated in the UK and Luxembourg at $2,261 and $313, respectively. For the three months ended March 31, 2017 shipments were largely concentrated in United Kingdom and Germany amounting to $596 and $212 , respectively. The largest concentration of shipments in the APAC region is to China. For the three month period ending March 31, 2018 and 2017, shipments to China amounted to $956 and $650, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 13 – COMMITMENTS AND CONTINGENCIES There have been no material changes in our commitments and contingencies and risks and uncertainties as of March 31, 2018 from that as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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 condensed consolidated balance sheet as of March 31, 2018, the condensed consolidated statements of operations and comprehensive income/(loss) for the three months ended March 31, 2018 and 2017, the condensed consolidated statements of cash flows for the three months ended March 31, 2018 and 2017 and the condensed consolidated statement of shareholders’ equity for the three months ended March 31, 2018 have been prepared by the Company without audit. The condensed consolidated financial statements include the accounts of Wireless Telecom Group, Inc., doing business as and operating under the trade name, Noisecom, and its wholly owned subsidiaries including Boonton Electronics Corporation (“Boonton”), Microlab/FXR (“Microlab”), Wireless Telecommunications Ltd. and CommAgility Limited (“CommAgility”). All intercompany transactions and balances have been eliminated in consolidation. It is suggested that these interim condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements, and the notes thereto, included in the Company’s latest shareholders’ annual report (Form 10-K). |
Consolidation, Policy [Policy Text Block] | Condensed Consolidated Financial Statements In the opinion of management, the accompanying condensed consolidated financial statements referred to above contain all necessary adjustments, consisting of normal accruals and recurring entries, which are necessary to fairly present the Company’s results for the interim periods being presented. The accounting policies followed by the Company are set forth in Note 1 to the Company’s financial statements included in its annual report on Form 10-K for the year ended December 31, 2017. Specific reference is made to that report since certain information and footnote disclosures normally included in financial statements in accordance with accounting principles generally accepted in the United States of America (US GAAP) have been reduced for interim periods in accordance with SEC rules. The results of operations for the three month period ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities (including inventory valuation, accounts receivable valuation, valuation of deferred tax assets, intangible assets, estimated fair values of stock options and estimated fair values of acquired assets and liabilities in business combinations) and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. |
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. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. 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 three months ended March 31, 2018, one customer accounted for approximately 16% of the Company’s consolidated revenues. For the three months ended March 31, 2017, one customer accounted for approximately 11% of the Company’s consolidated revenues. At March 31, 2018, one customer exceeded 10% of consolidated gross accounts receivable at 23% of the Company’s gross accounts receivable. At December 31, 2017, two customers exceeded 10% of consolidated gross accounts receivable at 18% and 11%, respectively. |
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 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”). The financial targets for 2017 were not achieved therefore there was no earn-out payment made in the three months ended March 31, 2018. As of December 31, 2017, the Company estimated the fair value of the contingent consideration remaining to be paid based on the 2018 financial results to be $630. 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, 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. 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. As of March 31, 2018, the Company’s contingent consideration liability has been estimated at $678 and is recorded in other current liabilities in the accompanying condensed consolidated balance sheet. The Company will satisfy this obligation with a cash payment to the sellers of CommAgility upon the achievement of the financial targets for 2018. The contingent consideration liability is considered a Level 3 fair value measurement. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events Management has evaluated subsequent events and determined that there were no subsequent events or transactions requiring recognition or disclosure in the consolidated financial statements through the date the financial statements were issued. |
RECENT ACCOUNTING PRONOUNCEME21
RECENT ACCOUNTING PRONOUNCEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The following line items in our Condensed Consolidated Statement of Operations and Comprehensive Income for the current reporting period and Condensed Consolidated Balance Sheet as of March 31, 2018 have been provided to reflect both the adoption of Topic 606 as well as a comparative presentation in accordance with Topic 605 previously in effect: Three Months Ended March 31, 2018 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME As Reported (in Balances Without Impact of Net sales $ 13,264 $ 12,958 $ 306 Operating income 430 124 306 Net income 374 68 306 As of March 31, 2018 CONDENSED CONSOLIDATED BALANCE SHEET As Reported (in Accordance with ASC Topic 606) Balances Without Adoption of ASC Topic 606 Impact of Adoption Higher/(Lower) CURRENT ASSETS Prepaid expenses and other current assets $ 1,725 $ 1,241 $ 484 CURRENT LIABILITIES Deferred revenue 808 1,068 (260 ) SHAREHOLDERS’ EQUITY Retained earnings 7,971 7,665 306 |
REVENUE (Tables)
REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | We disaggregate our revenue from contracts with customers by product family and geographic location for each of our segments as we believe it best depicts how the nature, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended March 31, 2018 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total RF Solutions $ 5,511 $ - $ - $ 5,511 Noise Generators and Components - 1,499 - 1,499 Power Meters and Analyzers - 1,980 - 1,980 Signal Processing Hardware - - 2,906 2,906 Software Licenses - - 483 483 Services - 284 601 885 Total Net Revenue $ 5,511 $ 3,763 $ 3,990 $ 13,264 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total Americas $ 4,159 $ 2,515 $ 1,423 $ 8,097 EMEA 941 449 2,370 3,760 APAC 411 799 197 1,407 Total Net Revenue $ 5,511 $ 3,763 $ 3,990 $ 13,264 Three Months Ended March 31, 2017 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total RF Solutions $ 5,515 $ - $ - $ 5,515 Noise Generators and Components - 1,217 - 1,217 Power Meters and Analyzers - 1,536 - 1,536 Signal Processing Hardware - - 382 382 Software Licenses - - 85 85 Services - 284 530 814 Total Net Revenue $ 5,515 $ 3,037 $ 997 $ 9,549 Total Net Revenues Network Solutions Test and Measurement Embedded Solutions Total Americas 4,710 1,690 565 6,965 EMEA 572 554 397 1,523 APAC 233 793 35 1,061 Total Net Revenue 5,515 3,037 997 9,549 |
ACQUISITION OF COMMAGILITY (Tab
ACQUISITION OF COMMAGILITY (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions by Acquisition Contingent Consideration and Deferred Purchase Price [Table Text Block] | The following table summarizes the activity related to contingent consideration and deferred purchase price for the three months ended March 31, 2018: Contingent Consideration Deferred Purchase Balance at December 31, 2017 $ 630 $ 1,230 Accretion of Interest 24 - Payment - (811 ) Foreign Currency Translation 24 48 Balance as of March 31, 2018 $ 678 $ 467 |
INCOME (LOSS) PER COMMON SHARE
INCOME (LOSS) PER COMMON SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Number of Shares [Table Text Block] | For the Three Months 2018 2017 Weighted average common shares outstanding 20,644 20,386 Potentially dilutive stock options 989 780 Weighted average common shares outstanding, assuming dilution 21,633 21,166 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consist of: March 31, December 31, Raw materials $ 3,678 $ 3,231 Work-in-process 592 631 Finished goods 2,783 2,664 $ 7,053 $ 6,526 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | Goodwill consists of the following: March 31, 2018 Beginning Balance $ 10,260 Foreign Currency Translation 338 Ending Balance $ 10,598 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Intangible assets consist of the following: March 31, 2018 Gross Carrying Accumulated Foreign Exchange Net Carrying Customer Relationships $ 2,766 $ (646 ) $ 268 $ 2,388 Patents 615 (143 ) 59 531 Non Compete Agreements 1,107 (436 ) 100 771 Tradename 629 - 72 701 Total $ 5,117 $ (1,225 ) $ 499 $ 4,391 December 31, 2017 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 March 31, 2018: Remainder 2018 $ 873 2019 1,165 2020 805 2021 754 2022 94 Total $ 3,691 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt consists of the following: March 31, 2018 Revolver at LIBOR Plus Margin $ 2,595 Term Loan at LIBOR Plus Margin 608 Total Debt 3,203 Debt Maturing within one year (2,747) Non-current portion of long term debt $ 456 |
ACCOUNTING FOR SHARE BASED CO28
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) [Line Items] | |
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | The following summarizes the components of share-based compensation expense by equity type for the respective periods: Three Months Ended 2018 2017 Service-based Restricted Common Stock $ 63 $ 57 Performance-based Restricted Common Stock - 5 Performance-based Stock Options 12 59 Service-based Stock Options 113 180 $ 188 $ 301 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | A summary of the status of the Company’s non-vested restricted common stock, granted under the Company’s shareholder approved equity compensation plans, as of March 31, 2018, and changes during the three months ended March 31, 2018, are presented below: Shares Weighted Average Non-vested as of December 31, 2017 159 $1.64 Granted - - Vested and Issued - $1.34 Forfeited - - Non-vested as of March 31, 2018 159 $1.64 |
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 three months ended March 31, 2018 follows: Shares Weighted Average Outstanding as of December 31, 2017 605 $1.21 Granted - - Exercised (300 ) $0.96 Forfeited - - Expired - - Outstanding as of March 31, 2018 305 $1.45 Exercisable at March 31, 2018 20 $0.78 |
Service Based Stock Options [Member] | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Tables) [Line Items] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of service-based stock option activity and related information for the three months ended March 31, 2018 follows: Shares Weighted Average Outstanding as of December 31, 2017 1,815 $1.53 Granted - - Exercised - - Forfeited - - Expired - - Outstanding as of March 31, 2018 1,815 $1.53 Exercisable at March 31, 2018 658 $1.42 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule Of Segment Reporting Financial Information Including Total Assets By Segment [Table Text Block] | Financial information by reportable segment for the respective periods is set forth below: For the three months ended March 31, 2018 2017 Net sales by segment: Network Solutions $ 5,511 $ 5,515 Test and Measurement 3,763 3,037 Embedded Solutions 3,990 997 Total consolidated net sales of reportable segments $ 13,264 $ 9,549 Segment income (loss): Network Solutions $ 813 $ 908 Test and Measurement 510 25 Embedded Solutions 611 (229 ) Income (loss) from reportable segments 1,934 704 Other unallocated amounts: Corporate expenses (1,413 ) (2,422 ) Other (expenses) income - net (91 ) (51 ) Consolidated income/(loss) before Income tax provision/(benefit) $ 430 $ (1,769 ) Depreciation and amortization by segment: Network Solutions $ 136 $ 102 Test and Measurement 175 93 Embedded Solutions 315 219 Total depreciation and amortization for reportable segments $ 626 $ 414 Capital expenditures by segment: Network Solutions $ 78 $ 84 Test and Measurement 102 66 Embedded Solutions 19 42 Total consolidated capital expenditures by reportable segment $ 199 $ 192 |
Schedule Of Segment Reporting Information Total Assets By Segment [Table Text Block] | March 31, December 31, 2018 2017 Total assets by segment: Network Solutions $ 11,046 $ 10,442 Test and Measurement 6,559 6,163 Embedded Solutions 19,628 21,733 Total assets for reportable segments 37,233 38,338 Corporate assets, principally cash and cash equivalents and deferred income taxes 8,890 8,583 Total consolidated assets $ 46,123 $ 46,921 |
Revenue from External Customers by Geographic Areas [Table Text Block] | Consolidated net sales by region were as follows: Three Months Ended 2018 2017 Sales by region Americas $ 8,097 $ 6,965 Europe, Middle East, Africa (EMEA) 3,760 1,523 Asia Pacific (APAC) 1,407 1,061 Total sales $ 13,264 $ 9,549 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017 | Dec. 31, 2017USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | |||
Number of Significant Customer Respect to Accounts Receivable | 1 | 2 | |
Percentage Of Accounts Receivable Attributable To Significant Customer | 10.00% | 10.00% | |
Earn Out Payment (in Dollars) | $ 0 | ||
Business combination contingent consideration fair value (in Dollars) | $ 630 | ||
Customer One [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | |||
Number of significant customer respect to revenue | 1 | 1 | |
Concentration Risk, Percentage | 16.00% | 11.00% | |
Percentage Of Accounts Receivable Attributable To Significant Customer | 23.00% | 18.00% | |
Customer Two [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | |||
Percentage Of Accounts Receivable Attributable To Significant Customer | 11.00% | ||
Other Current Liabilities [Member] | CommAgility [Member] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES AND POLICIES (Details) [Line Items] | |||
Business Combination, Contingent Consideration, Liability (in Dollars) | $ 678 |
RECENT ACCOUNTING PRONOUNCEME31
RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
RECENT ACCOUNTING PRONOUNCEMENTS (Details) [Line Items] | ||
Cumulative Effect on Retained Earnings, Net of Tax | $ 421 | |
Maximum [Member] | ||
RECENT ACCOUNTING PRONOUNCEMENTS (Details) [Line Items] | ||
Revenue Recognition Multiple Deliverable Arrangements, Percentage of Consolidated revenues | 2.00% | |
Retained Earnings [Member] | ||
RECENT ACCOUNTING PRONOUNCEMENTS (Details) [Line Items] | ||
Cumulative Effect on Retained Earnings, Net of Tax | 421 | |
Deferred Revenue [Member] | Accounting Standards Update 2014-09 [Member] | ||
RECENT ACCOUNTING PRONOUNCEMENTS (Details) [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | (258) | |
Prepaid Expenses and Other Current Assets [Member] | Accounting Standards Update 2014-09 [Member] | ||
RECENT ACCOUNTING PRONOUNCEMENTS (Details) [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 163 | |
Accounts Receivable [Member] | Accounting Standards Update 2014-09 [Member] | ||
RECENT ACCOUNTING PRONOUNCEMENTS (Details) [Line Items] | ||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 199 |
RECENT ACCOUNTING PRONOUNCEME32
RECENT ACCOUNTING PRONOUNCEMENTS (Details) - Condensed Consolidated Financial Statements - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | $ 13,264 | $ 9,549 | |
Operating income | 430 | (1,769) | |
Net income | 374 | $ (1,231) | |
CURRENT ASSETS | |||
Prepaid expenses and other current assets | 1,725 | ||
CURRENT LIABILITIES | |||
Deferred revenue | 808 | $ 629 | |
SHAREHOLDERS’ EQUITY | |||
Retained earnings | 7,971 | 7,176 | |
Accounting Standards Update 2014-09 [Member] | |||
CURRENT LIABILITIES | |||
Deferred revenue | 808 | $ 371 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | 12,958 | ||
Operating income | 124 | ||
Net income | 68 | ||
CURRENT ASSETS | |||
Prepaid expenses and other current assets | 1,241 | ||
CURRENT LIABILITIES | |||
Deferred revenue | 1,068 | ||
SHAREHOLDERS’ EQUITY | |||
Retained earnings | 7,665 | ||
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net sales | 306 | ||
Operating income | 306 | ||
Net income | 306 | ||
CURRENT ASSETS | |||
Prepaid expenses and other current assets | 484 | ||
CURRENT LIABILITIES | |||
Deferred revenue | (260) | ||
SHAREHOLDERS’ EQUITY | |||
Retained earnings | $ 306 |
REVENUE (Details)
REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
REVENUE (Details) [Line Items] | ||
Prepaid Expense and Other Assets, Current | $ 1,725 | $ 4,733 |
Deferred Revenue, Current | 808 | 629 |
Deferred Revenue, Revenue Recognized | $ 163 | |
Sales Revenue, Goods, Net [Member] | ||
REVENUE (Details) [Line Items] | ||
Revenue Performance Obligation, Percentage | 94.00% | |
Accounting Standards Update 2014-09 [Member] | ||
REVENUE (Details) [Line Items] | ||
Deferred Revenue, Current | $ 808 | 371 |
Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | Accounting Standards Update 2014-09 [Member] | ||
REVENUE (Details) [Line Items] | ||
Prepaid Expense and Other Assets, Current | 484 | $ 162 |
Deferred Revenue, Current | $ (260) |
REVENUE (Details) - Schedule of
REVENUE (Details) - Schedule of Disaggregated Revenue - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 13,264 | $ 9,549 |
Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 8,097 | 6,965 |
EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,760 | 1,523 |
Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,407 | 1,061 |
Network Solutions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,511 | 5,515 |
Network Solutions [Member] | Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 4,159 | 4,710 |
Network Solutions [Member] | EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 941 | 572 |
Network Solutions [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 411 | 233 |
Test and Measurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,763 | 3,037 |
Test and Measurement [Member] | Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,515 | 1,690 |
Test and Measurement [Member] | EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 449 | 554 |
Test and Measurement [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 799 | 793 |
Embedded Solution [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 3,990 | 997 |
Embedded Solution [Member] | Americas [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,423 | 565 |
Embedded Solution [Member] | EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,370 | 397 |
Embedded Solution [Member] | Asia Pacific [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 197 | 35 |
RF Solutions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,511 | 5,515 |
RF Solutions [Member] | Network Solutions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 5,511 | 5,515 |
Noise Generators and Components [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,499 | 1,217 |
Noise Generators and Components [Member] | Test and Measurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,499 | 1,217 |
Power Meters and Analyzers [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,980 | 1,536 |
Power Meters and Analyzers [Member] | Test and Measurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 1,980 | 1,536 |
Signal Processing Hardware [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,906 | 382 |
Signal Processing Hardware [Member] | Embedded Solution [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 2,906 | 382 |
Software Licenses [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 483 | 85 |
Software Licenses [Member] | Embedded Solution [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 483 | 85 |
Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 885 | 814 |
Services [Member] | Test and Measurement [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 284 | 284 |
Services [Member] | Embedded Solution [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 601 | $ 530 |
PREPAID EXPENSES AND OTHER CU35
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - CommAgility [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) [Line Items] | ||
Business Combination, Contingent Consideration, Asset | $ 3,599 | $ 3,599 |
Restatement Adjustment [Member] | ||
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) [Line Items] | ||
Business Combination Contingent Consideration Asset Adjustments | $ (3,599) |
ACQUISITION OF COMMAGILITY (Det
ACQUISITION OF COMMAGILITY (Details) £ in Thousands, shares in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Feb. 17, 2017USD ($)shares | Feb. 17, 2017GBP (£)shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Feb. 17, 2017GBP (£) | |
ACQUISITION OF COMMAGILITY (Details) [Line Items] | ||||||
Business Acquisition, Date of Acquisition Agreement | Feb. 17, 2017 | |||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | $ 430 | $ (1,769) | ||||
CommAgility [Member] | ||||||
ACQUISITION OF COMMAGILITY (Details) [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 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 | |||||
Business Combination Deferred Purchase Price Payable | 2,500 | |||||
Business Combination Working Capital Additional Purchase Price Adjustment | $ 1,400 | |||||
Business Combination Contingent Milestone Payment (in Pounds) | £ | £ 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) 2017 Adjusted EBITDA,as defined, generated by CommAgility is less than £2,400; or (b) 2018 Adjusted 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) 2017 Adjusted EBITDA,as defined, generated by CommAgility is less than £2,400; or (b) 2018 Adjusted 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 | ||||
Maximum [Member] | Two Thousand Seventeen Adjusted EBITDA [Member] | CommAgility [Member] | ||||||
ACQUISITION OF COMMAGILITY (Details) [Line Items] | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | £ | £ 2,400 | |||||
Maximum [Member] | Two Thousand Eighteen Adjusted EBITDA [Member] | CommAgility [Member] | ||||||
ACQUISITION OF COMMAGILITY (Details) [Line Items] | ||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest (in Pounds) | £ | £ 2,400 |
ACQUISITION OF COMMAGILITY (D37
ACQUISITION OF COMMAGILITY (Details) - Schedule of activity related to contingent consideration and deferred purchase price - CommAgility [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
ACQUISITION OF COMMAGILITY (Details) - Schedule of activity related to contingent consideration and deferred purchase price [Line Items] | |
Balance, Contingent Consideration | $ 630 |
Balance, Deferred Purchase Price | 1,230 |
Accretion of Interest, Contingent Consideration | 24 |
Payment, Deferred Purchase Price | (811) |
Foreign Currency Translation, Contingent Consideration | 24 |
Foreign Currency Translation, Deferred Purchase Price | 48 |
Balance, Contingent Consideration | 678 |
Balance, Deferred Purchase Price | $ 467 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 13.00% |
INCOME (LOSS) PER COMMON SHAR39
INCOME (LOSS) PER COMMON SHARE (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 1,413 |
INCOME (LOSS) PER COMMON SHAR40
INCOME (LOSS) PER COMMON SHARE (Details) - Schedule of weighted average number of shares - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
INCOME (LOSS) PER COMMON SHARE (Details) - Schedule of weighted average number of shares [Line Items] | ||
Weighted average common shares outstanding | 20,644,409 | 20,386,678 |
Weighted average common shares outstanding, assuming dilution | 21,633,117 | 20,386,678 |
Weighted Average Common Share Oustanding Calculation [Member] | ||
INCOME (LOSS) PER COMMON SHARE (Details) - Schedule of weighted average number of shares [Line Items] | ||
Weighted average common shares outstanding | 20,644,000 | 20,386,000 |
Potentially dilutive stock options | 989,000 | 780,000 |
Weighted average common shares outstanding, assuming dilution | 21,633,000 | 21,166,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Inventory Valuation Reserves | $ 1,732 | $ 1,856 |
INVENTORIES (Details) - Schedul
INVENTORIES (Details) - Schedule of inventory, Current - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Schedule of inventory, Current [Abstract] | ||
Raw materials | $ 3,678 | $ 3,231 |
Work-in-process | 592 | 631 |
Finished goods | 2,783 | 2,664 |
$ 7,053 | $ 6,526 |
GOODWILL AND INTANGIBLE ASSET43
GOODWILL AND INTANGIBLE ASSETS (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
GOODWILL AND INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill | $ 10,598 | $ 10,260 | |
Number of Reporting Units | 2 | ||
Amortization of Intangible Assets | $ 287 | $ 200 | |
Microlab [Member] | |||
GOODWILL AND INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill | 1,351 | ||
Embedded Solution [Member] | |||
GOODWILL AND INTANGIBLE ASSETS (Details) [Line Items] | |||
Goodwill | $ 9,247 |
GOODWILL AND INTANGIBLE ASSET44
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of goodwill $ in Thousands | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Schedule of goodwill [Abstract] | |
Beginning Balance | $ 10,260 |
Foreign Currency Translation | 338 |
Ending Balance | $ 10,598 |
GOODWILL AND INTANGIBLE ASSET45
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of intangible assets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,117 | $ 5,117 |
Accumulated Amortization | (1,225) | (937) |
Foreign Exchange Translation | 499 | 331 |
Net Carrying Amount | 4,391 | 4,511 |
Customer Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,766 | 2,766 |
Accumulated Amortization | (646) | (494) |
Foreign Exchange Translation | 268 | 178 |
Net Carrying Amount | 2,388 | 2,450 |
Patents [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 615 | 615 |
Accumulated Amortization | (143) | (109) |
Foreign Exchange Translation | 59 | 39 |
Net Carrying Amount | 531 | 545 |
Noncompete Agreements [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,107 | 1,107 |
Accumulated Amortization | (436) | (334) |
Foreign Exchange Translation | 100 | 69 |
Net Carrying Amount | 771 | 842 |
Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 629 | 629 |
Foreign Exchange Translation | 72 | 45 |
Net Carrying Amount | $ 701 | $ 674 |
GOODWILL AND INTANGIBLE ASSET46
GOODWILL AND INTANGIBLE ASSETS (Details) - Schedule of estimated future amortization expense $ in Thousands | Mar. 31, 2018USD ($) |
Schedule of estimated future amortization expense [Abstract] | |
Remainder 2,018 | $ 873 |
2,019 | 1,165 |
2,020 | 805 |
2,021 | 754 |
2,022 | 94 |
Total | $ 3,691 |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | 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’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 ratiois greater than or equal to 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 ratiois 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 | ||||
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, Remainder of Fiscal Year (in Dollars) | $ 114 | ||||
Long-term Debt, Maturities, Repayments of Principal in Year Two (in Dollars) | $ 494 | ||||
Debt Instrument, Maturity Date | Nov. 16, 2019 | ||||
Debt Instrument, Interest Rate, Effective Percentage | 5.25% | 4.88% | |||
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 | 4.75% | 4.38% | |||
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% | ||||
Coverage Ratio Greater Than 1.25 to 1.00 [Member] | Term Loan [Member] | |||||
DEBT (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% | ||||
Coverage Ratio Greater Than 1.25 to 1.00 [Member] | Revolving Loan [Member] | |||||
DEBT (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||
Coverage Ratio Greater Than 1.00 to 1.00 Less Than 1.25 to 1.00 [Member] | Term Loan [Member] | |||||
DEBT (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||||
Coverage Ratio Greater Than 1.00 to 1.00 Less Than 1.25 to 1.00 [Member] | Revolving Loan [Member] | |||||
DEBT (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | ||||
Coverage Ratio Less Than 1.00 to 1.00 [Member] | Term Loan [Member] | |||||
DEBT (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||
Coverage Ratio Less Than 1.00 to 1.00 [Member] | Revolving Loan [Member] | |||||
DEBT (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.25% |
DEBT (Details) - Schedule of De
DEBT (Details) - Schedule of Debt - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
DEBT (Details) - Schedule of Debt [Line Items] | ||
Total Debt | $ 3,203 | |
Debt Maturing within one year | (2,747) | |
Non-current portion of long term debt | 456 | $ 494 |
Revolving Loan [Member] | ||
DEBT (Details) - Schedule of Debt [Line Items] | ||
Total Debt | 2,595 | |
Term Loan [Member] | ||
DEBT (Details) - Schedule of Debt [Line Items] | ||
Total Debt | $ 608 |
ACCOUNTING FOR SHARE BASED CO49
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2014 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Share-based Compensation | $ 188 | $ 301 | ||||
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) | 2,500 | |||||
Service Based Stock Options [Member] | ||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration 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 | $ 1,660 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 675 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 years 73 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 8 years 219 days | |||||
Performance Shares [Member] | ||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 303 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 146 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 33 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 years 255 days | |||||
Share Based Compensation Arrangement By Share Based Payment Award Options Vested And Expected To Vest Exercised Aggregate Intrinsic Value | $ 444 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | 285 | 20 | ||||
Employee Stock Option [Member] | ||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 444 | |||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 219 days | |||||
Restricted Stock [Member] | ||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
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 | $ 37 | |||||
Incentive Compensation Plan 2012 [Member] | ||||||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) [Line Items] | ||||||
Stock Issued | $ 2,000 |
ACCOUNTING FOR SHARE BASED CO50
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity [Line Items] | ||
Share Based Compensation | $ 188 | $ 301 |
Restricted Stock [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity [Line Items] | ||
Share Based Compensation | 63 | 57 |
Performance Based Restricted Common Stock [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity [Line Items] | ||
Share Based Compensation | 5 | |
Performance Shares [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity [Line Items] | ||
Share Based Compensation | 12 | 59 |
Service Based Stock Options [Member] | ||
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of share-based compensation expense, components by equity [Line Items] | ||
Share Based Compensation | $ 113 | $ 180 |
ACCOUNTING FOR SHARE BASED CO51
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of non-vested restricted stock activity - Restricted Stock [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of non-vested restricted stock activity [Line Items] | |
Non-vested as of December 31, 2017 (in Shares) | shares | 159 |
Non-vested as of December 31, 2017 | $ 1.64 |
Vested and Issued | $ 1.34 |
Non-vested as of March 31, 2018 (in Shares) | shares | 159 |
Non-vested as of March 31, 2018 | $ 1.64 |
ACCOUNTING FOR SHARE BASED CO52
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of performance-based stock option activity, and related Information - Performance Shares [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of performance-based stock option activity, and related Information [Line Items] | |
Outstanding as of December 31, 2017 | shares | 605 |
Outstanding as of December 31, 2017 | $ / shares | $ 1.21 |
Exercised | shares | (300) |
Exercised | $ / shares | $ 0.96 |
Outstanding as of March 31, 2018 | shares | 305 |
Outstanding as of March 31, 2018 | $ / shares | $ 1.45 |
Exercisable at March 31, 2018 | shares | 20 |
Exercisable at March 31, 2018 | $ / shares | $ 0.78 |
ACCOUNTING FOR SHARE BASED CO53
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of service-based stock option activity, and related Information - Service Based Stock Options [Member] shares in Thousands | Mar. 31, 2018$ / sharesshares |
ACCOUNTING FOR SHARE BASED COMPENSATION (Details) - Schedule of service-based stock option activity, and related Information [Line Items] | |
Outstanding as of December 31, 2017 | shares | 1,815 |
Outstanding as of December 31, 2017 | $ / shares | $ 1.53 |
Outstanding as of March 31, 2018 | shares | 1,815 |
Outstanding as of March 31, 2018 | $ / shares | $ 1.53 |
Exercisable at March 31, 2018 | shares | 658 |
Exercisable at March 31, 2018 | $ / shares | $ 1.42 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
SEGMENT INFORMATION (Details) [Line Items] | ||
Number of Reportable Segments | 3 | |
Revenues | $ 13,264 | $ 9,549 |
UNITED STATES | ||
SEGMENT INFORMATION (Details) [Line Items] | ||
Revenues | 7,946 | 6,465 |
UNITED KINGDOM | ||
SEGMENT INFORMATION (Details) [Line Items] | ||
Revenues | 2,261 | 596 |
LUXEMBOURG | ||
SEGMENT INFORMATION (Details) [Line Items] | ||
Revenues | 313 | |
GERMANY | ||
SEGMENT INFORMATION (Details) [Line Items] | ||
Revenues | 212 | |
CHINA | ||
SEGMENT INFORMATION (Details) [Line Items] | ||
Revenues | $ 956 | $ 650 |
SEGMENT INFORMATION (Details) -
SEGMENT INFORMATION (Details) - Schedule of segment reporting financial information including total assets by segment - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net sales by segment: | ||
Net sales by segment | $ 13,264 | $ 9,549 |
Segment income (loss): | ||
Segment income (loss) | 1,934 | 704 |
Other unallocated amounts: | ||
Corporate expenses | (1,413) | (2,422) |
Other (expenses) income - net | (91) | (51) |
Consolidated income/(loss) before Income tax provision/(benefit) | 430 | (1,769) |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 626 | 414 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 199 | 192 |
Network Solutions [Member] | ||
Net sales by segment: | ||
Net sales by segment | 5,511 | 5,515 |
Segment income (loss): | ||
Segment income (loss) | 813 | 908 |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 136 | 102 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 78 | 84 |
Test and Measurement [Member] | ||
Net sales by segment: | ||
Net sales by segment | 3,763 | 3,037 |
Segment income (loss): | ||
Segment income (loss) | 510 | 25 |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 175 | 93 |
Capital expenditures by segment: | ||
Capital expenditures by segment | 102 | 66 |
Embedded Solution [Member] | ||
Net sales by segment: | ||
Net sales by segment | 3,990 | 997 |
Segment income (loss): | ||
Segment income (loss) | 611 | (229) |
Depreciation and amortization by segment: | ||
Depreciation and amortization by segment | 315 | 219 |
Capital expenditures by segment: | ||
Capital expenditures by segment | $ 19 | $ 42 |
SEGMENT INFORMATION (Details)56
SEGMENT INFORMATION (Details) - Schedule of segment reporting information total assets by segment - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Total assets by segment: | ||
Total assets by segments | $ 37,233 | $ 38,338 |
Corporate assets, principally cash and cash equivalents and deferred income taxes | 8,890 | 8,583 |
Total consolidated assets | 46,123 | 46,921 |
Network Solutions [Member] | ||
Total assets by segment: | ||
Total assets by segments | 11,046 | 10,442 |
Test and Measurement [Member] | ||
Total assets by segment: | ||
Total assets by segments | 6,559 | 6,163 |
Embedded Solution [Member] | ||
Total assets by segment: | ||
Total assets by segments | $ 19,628 | $ 21,733 |
SEGMENT INFORMATION (Details)57
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Sales | $ 13,264 | $ 9,549 |
Americas [Member] | ||
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Sales | 8,097 | 6,965 |
EMEA [Member] | ||
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Sales | 3,760 | 1,523 |
Asia Pacific [Member] | ||
SEGMENT INFORMATION (Details) - Schedule of net consolidated sales by region [Line Items] | ||
Sales | $ 1,407 | $ 1,061 |