10-Q 1 lgl-10q_20190930.htm 10-Q lgl-10q_20190930.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File No. 001-00106

THE LGL GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

38-1799862

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer Identification No.)

 

 

2525 Shader Rd., Orlando, Florida

32804

(Address of principal executive offices)

(Zip Code)

 

(407) 298-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01

 

LGL

 

NYSE American

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

Emerging growth company

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes      No  

 

As of November 11, 2019, the registrant had 4,913,678 shares of common stock, $0.01 par value per share, outstanding.

 

 


 

 

THE LGL GROUP, INC.

Quarterly Report on Form 10-Q for the Quarterly Period Ended September 30, 2019

INDEX

 

 

 

 

 


 

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements.

The LGL Group, Inc.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except par value and share amounts)

 

 

September 30,

2019

 

 

December 31,

2018

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

11,161

 

 

$

15,508

 

Marketable securities

 

 

8,954

 

 

 

3,775

 

Accounts receivable, net of allowances of $83 and $40, respectively

 

 

4,902

 

 

 

3,394

 

Inventories, net

 

 

6,476

 

 

 

4,466

 

Prepaid expenses and other current assets

 

 

352

 

 

 

242

 

Total Current Assets

 

 

31,845

 

 

 

27,385

 

Property, plant and equipment:

 

 

 

 

 

 

 

 

Land

 

 

536

 

 

 

536

 

Buildings and improvements

 

 

4,570

 

 

 

4,029

 

Machinery and equipment

 

 

17,272

 

 

 

17,012

 

Gross property, plant and equipment

 

 

22,378

 

 

 

21,577

 

Less:  accumulated depreciation

 

 

(19,775

)

 

 

(19,491

)

Net property, plant, and equipment

 

 

2,603

 

 

 

2,086

 

Intangible assets, net

 

 

421

 

 

 

477

 

Deferred income taxes, net

 

 

3,433

 

 

 

127

 

Right-of-use lease asset

 

 

364

 

 

 

 

Total Assets

 

$

38,666

 

 

$

30,075

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable

 

$

2,266

 

 

$

1,418

 

Accrued compensation and commissions

 

 

1,783

 

 

 

1,143

 

Other accrued expenses

 

 

836

 

 

 

191

 

Total Current Liabilities

 

 

4,885

 

 

 

2,752

 

Commitments and Contingencies (Note L)

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Common stock, $0.01 par value - 10,000,000 shares authorized;

   4,995,262 shares issued and 4,913,678 shares outstanding at

   September 30, 2019, and 4,912,762 shares issued and 4,831,178 shares

   outstanding at December 31, 2018

 

 

49

 

 

 

49

 

Additional paid-in capital

 

 

41,430

 

 

 

41,023

 

Accumulated deficit

 

 

(7,118

)

 

 

(13,169

)

Treasury stock, 81,584 shares held in treasury at cost at September 30, 2019

   and December 31, 2018

 

 

(580

)

 

 

(580

)

Total Stockholders' Equity

 

 

33,781

 

 

 

27,323

 

Total Liabilities and Stockholders' Equity

 

$

38,666

 

 

$

30,075

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

1


 

The LGL Group, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

REVENUES

 

$

8,588

 

 

$

6,338

 

 

$

23,058

 

 

$

18,440

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Manufacturing cost of sales

 

 

5,049

 

 

 

3,833

 

 

 

13,970

 

 

 

11,143

 

Engineering, selling and administrative

 

 

2,417

 

 

 

2,028

 

 

 

6,676

 

 

 

6,173

 

OPERATING INCOME

 

 

1,122

 

 

 

477

 

 

 

2,412

 

 

 

1,124

 

Other Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest (expense) income, net

 

 

-

 

 

 

(5

)

 

 

1

 

 

 

1

 

Other income, net

 

 

82

 

 

 

73

 

 

 

352

 

 

 

164

 

Total Other Income, Net

 

 

82

 

 

 

68

 

 

 

353

 

 

 

165

 

INCOME BEFORE INCOME TAXES

 

 

1,204

 

 

 

545

 

 

 

2,765

 

 

 

1,289

 

Income tax (benefit) expense

 

 

(3,326

)

 

 

67

 

 

 

(3,286

)

 

 

146

 

NET INCOME

 

$

4,530

 

 

$

478

 

 

$

6,051

 

 

$

1,143

 

Basic per share information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

4,901,698

 

 

 

4,772,674

 

 

 

4,872,461

 

 

 

4,722,597

 

Net income

 

$

0.92

 

 

$

0.10

 

 

$

1.24

 

 

$

0.24

 

Diluted per share information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

4,965,808

 

 

 

4,889,550

 

 

 

4,965,989

 

 

 

4,837,785

 

Net income

 

$

0.91

 

 

$

0.10

 

 

$

1.22

 

 

$

0.24

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

2


 

The LGL Group, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

(In thousands, except share amounts)

 

 

Shares of

Common

Stock

Outstanding

 

 

Common

Stock

 

 

Additional

Paid-In

Capital

 

 

Accumulated

Deficit

 

 

Treasury

Stock

 

 

Accumulated Other Comprehensive Income

 

 

Total

 

Balance at December 31, 2018

 

 

4,831,178

 

 

$

49

 

 

$

41,023

 

 

$

(13,169

)

 

$

(580

)

 

$

-

 

 

$

27,323

 

Net income, Q1, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

582

 

 

 

 

 

 

 

 

 

 

 

582

 

Exercise of stock options

 

 

14,250

 

 

 

 

 

 

71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

71

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

Balance at March 31, 2019

 

 

4,845,428

 

 

$

49

 

 

$

41,100

 

 

$

(12,587

)

 

$

(580

)

 

$

-

 

 

$

27,982

 

Net income, Q2, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

939

 

 

 

 

 

 

 

 

 

 

 

939

 

Exercise of stock options

 

 

41,050

 

 

 

 

 

 

197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

197

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

Balance at June 30, 2019

 

 

4,886,478

 

 

$

49

 

 

$

41,303

 

 

$

(11,648

)

 

$

(580

)

 

$

-

 

 

$

29,124

 

Net income, Q3, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,530

 

 

 

 

 

 

 

 

 

 

 

4,530

 

Exercise of stock options

 

 

27,200

 

 

 

 

 

 

122

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

122

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Balance at September 30, 2019

 

 

4,913,678

 

 

$

49

 

 

$

41,430

 

 

$

(7,118

)

 

$

(580

)

 

$

-

 

 

$

33,781

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2017

 

 

4,692,893

 

 

$

47

 

 

$

40,035

 

 

$

(14,609

)

 

$

(580

)

 

$

35

 

 

$

24,928

 

Net income, Q1, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

193

 

 

 

 

 

 

 

 

 

 

 

193

 

Cumulative effect adjustment from

adoption of ASU 2016-01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

35

 

 

 

 

 

 

 

(35

)

 

 

 

Exercise of stock options

 

 

5,500

 

 

 

 

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

Balance at March 31, 2018

 

 

4,698,393

 

 

$

47

 

 

$

40,064

 

 

$

(14,381

)

 

$

(580

)

 

$

-

 

 

$

25,150

 

Net income, Q2, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

472

 

 

 

 

 

 

 

 

 

 

 

472

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

Issuance costs for rights offering

 

 

 

 

 

 

 

 

 

 

(28

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28

)

Balance at June 30, 2018

 

 

4,698,393

 

 

$

47

 

 

$

40,042

 

 

$

(13,909

)

 

$

(580

)

 

$

-

 

 

$

25,600

 

Net income, Q3, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

478

 

 

 

 

 

 

 

 

 

 

 

478

 

Stock-based compensation

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

Exercise of stock options

 

 

3,876

 

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

Repurchase of shares exercised

 

 

(1,200

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of warrants

 

 

123,593

 

 

 

2

 

 

 

925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

927

 

Balance at September 30, 2018

 

 

4,824,662

 

 

$

49

 

 

$

40,978

 

 

$

(13,431

)

 

$

(580

)

 

$

-

 

 

$

27,016

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

3


 

The LGL Group, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net income

 

$

6,051

 

 

$

1,143

 

Adjustments to reconcile net income to net cash provided by

   operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

309

 

 

 

315

 

Amortization of finite-lived intangible assets

 

 

56

 

 

 

56

 

Recovery of note receivable

 

 

 

 

 

(4

)

Stock-based compensation

 

 

17

 

 

 

19

 

Unrealized gain on marketable securities

 

 

(179

)

 

 

(183

)

Deferred income tax (benefit) expense

 

 

(3,306

)

 

 

28

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Increase in accounts receivable, net

 

 

(1,508

)

 

 

(712

)

Increase in inventories, net

 

 

(2,010

)

 

 

(542

)

(Increase) decrease in prepaid expenses and other assets

 

 

(110

)

 

 

21

 

Increase in accounts payable, accrued compensation and

   commissions and other accrued liabilities

 

 

1,769

 

 

 

548

 

Net cash provided by operating activities

 

 

1,089

 

 

 

689

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of marketable securities, net

 

 

(5,000

)

 

 

(12,275

)

Capital expenditures

 

 

(826

)

 

 

(232

)

Net cash used in investing activities

 

 

(5,826

)

 

 

(12,507

)

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from warrant exercise

 

 

 

 

 

927

 

Proceeds from stock option exercise

 

 

390

 

 

 

27

 

Net cash provided by financing activities

 

 

390

 

 

 

954

 

Decrease in cash and cash equivalents

 

 

(4,347

)

 

 

(10,864

)

Cash and cash equivalents at beginning of period

 

 

15,508

 

 

 

13,250

 

Cash and cash equivalents at end of period

 

$

11,161

 

 

$

2,386

 

Supplemental Disclosure:

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

6

 

 

$

23

 

Cash paid for income taxes

 

$

72

 

 

$

45

 

Non-Cash Disclosure:

 

 

 

 

 

 

 

 

Right-of-use assets offset by operating lease liabilities

 

$

364

 

 

$

 

See Accompanying Notes to Condensed Consolidated Financial Statements.

4


 

The LGL Group, Inc.

Notes to Condensed Consolidated Financial Statements (Unaudited)

A.

Subsidiaries of the Registrant

The LGL Group, Inc. (the “Company”), incorporated in 1928 under the laws of the State of Indiana and reincorporated under the laws of the State of Delaware in 2007, is a diversified holding company with subsidiaries engaged in the designing, manufacturing and marketing of highly-engineered, high reliability frequency and spectrum control products used to control the frequency or timing of signals in electronic circuits, and in the design of high performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications.

As of September 30, 2019, the subsidiaries of the Company were as follows:

 

 

Owned By

The LGL

Group, Inc.

 

LGL Systems Acquisition Holdings Company, LLC

 

 

100.0

%

LGL Systems Acquisition Corp.

 

 

100.0

%

M-tron Systems Holdings, LLC

 

 

100.0

%

M-tron Industries, Inc.

 

 

100.0

%

Piezo Technology, Inc.

 

 

100.0

%

Piezo Technology India Private Ltd.

 

 

99.9

%

M-tron Asia, LLC

 

 

100.0

%

M-tron Industries, Ltd.

 

 

100.0

%

GC Opportunities Ltd.

 

 

100.0

%

M-tron Services, Ltd.

 

 

100.0

%

Precise Time and Frequency, LLC

 

 

100.0

%

Lynch Systems, Inc.

 

 

100.0

%

 

The Company operates through its two principal subsidiaries, M-tron Industries, Inc. (“MtronPTI”), which includes the operations of Piezo Technology, Inc. (“PTI”) and M-tron Asia, LLC (“Mtron”), and Precise Time and Frequency, LLC (“PTF”). The Company operates in two identified segments. The first segment, the electronic components segment, is focused on the design and manufacture of highly-engineered, high reliability frequency and spectrum control products. These electronic components ensure reliability and security in aerospace and defense communications, low noise and base accuracy for laboratory instruments, and synchronous data transfers throughout the wireless and Internet infrastructure. The second segment, the electronic instruments segment, is focused on the design and manufacture of high performance Frequency and Time Reference Standards that form the basis for timing and synchronization in various applications. The Company has operations in Orlando, Florida, Yankton, South Dakota, Wakefield, Massachusetts and Noida, India and sales offices in Austin, Texas and Hong Kong.

The Company recently added three subsidiaries as part of an effort to reorganize the subsidiaries and to plan potential available strategies for acquisitions. These were Mtron Systems Holdings, LLC, LGL Systems Acquisition Holdings Company, LLC (formerly: Mtron Systems Acquisition Holdings Company, LLC), and LGL Systems Acquisition Corp. (formerly: Mtron Systems Acquisition Corp.). LGL Systems Acquisition Holding Company, LLC, is the sponsor (the “Sponsor”) of LGL Systems Acquisition Corp., a special purpose acquisition company, commonly referred to as a “SPAC”, or blank check company, formed for the purpose of effecting a business combination in the aerospace, defense and communications industries (the “SPAC”).

B.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2019.

This interim information should be read in conjunction with the audited consolidated financial statements and related notes thereto set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2019. The accompanying unaudited condensed consolidated financial statements should also be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations contained in this Quarterly Report on Form 10-Q.

5


 

Revenue Recognition

The Company recognizes revenue from the sale of its products in accordance with the criteria in Accounting Standards Codification (“ASC”) 606, Revenue From Contracts with Customers, which are:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company meets these conditions upon the Company’s satisfaction of the performance obligation, usually at the time of shipment to the customer, because control passes to the customer at that time. Our standard terms for customers are net due within 30 days, with a few exceptions, none regularly exceeding 60 days.

The Company provides disaggregated revenue details by segment in Note J – Segment Information, and geographic markets in Note K – Domestic and Foreign Revenues.

The Company offers a limited right of return and/or authorized price protection provisions in its agreements with certain electronic component distributors who resell the Company's products to original equipment manufacturers or electronic manufacturing services companies. As a result, the Company estimates and records a reserve for future returns and other charges against revenue at the time of shipment consistent with the terms of sale. The reserve is estimated based on historical experience with each respective distributor. These reserves and charges are immaterial as the Company does not have a history of significant price protection adjustments or returns. The Company provides a standard assurance warranty that does not create a performance obligation.

Practical Expedients:

 

-

The Company applies the practical expedient for shipping and handling as fulfillment costs.

 

-

The Company expenses sales commissions as sales and marketing expenses in the period they are incurred.

Income Taxes

The Company periodically undertakes a review of its valuation allowance and it evaluates all positive and negative factors that may affect whether it is more likely than not that the Company would realize its future tax benefits from its deferred tax balances. Pursuant to ASC 740, Income Taxes, the Company determined in a previous quarter that it is more likely than not that certain deferred tax assets generated from foreign net operating losses would be utilized in the foreseeable future and a valuation allowance for these assets was no longer required. During the current quarter, we also determined that it is more likely than not that substantially all of our U.S. deferred tax assets including net operating loss carryforwards (“NOL’s”) and tax credits can be utilized in the foreseeable future and that a previously recorded valuation allowance should necessarily be reduced to record deferred tax assets at their expected net realizable value.

Other Comprehensive Income

Our comprehensive income for the nine months ended September 30, 2019 and September 30, 2018 consisted entirely of net income. Therefore a consolidated statement of comprehensive income is not presented for the nine months ended September 30, 2019 and September 30, 2018.

Recent Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, “Leases (Topic 842)”, to require lessees to recognize all leases, with limited exceptions, on the balance sheet. The objective of this update is to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Subsequently, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842”, ASU 2018-11, “Targeted Improvements”, ASU 2018-20, “Narrow-Scope Improvements for Lessors”, and ASU 2019-01, “Codification Improvements”, to clarify and amend the guidance in ASU 2016-02. The Company’s adoption of the ASUs effective January 1, 2019 resulted in the recording of lease assets and lease liabilities of $142,000 on the consolidated balance sheet during the first quarter of 2019 and did not have a material impact on the condensed consolidated statements of operations or the condensed consolidated statements of cash flows. During the second quarter, an operating lease was renewed that was material, resulting in changes to the Company’s condensed consolidated balance sheet and requiring the additional lease related disclosures found within Note N.

C.

Related Party Transactions

Certain balances held and invested in various mutual funds managed by g.research, (the "Fund Manager"). Marc Gabelli, our non-executive chairman of the board, who is also a greater than 10% stockholder, currently serves as an executive officer of the Fund Manager. The brokerage and fund transactions in 2019 and 2018 were directed solely at the discretion of the Company’s management.

6


 

As of September 30, 2019, the balance with the Fund Manager totaled $17,816,000, including $8,874,000 which is classified within cash and cash equivalents on the accompanying unaudited consolidated balance sheets, and $8,941,000 which is classified within marketable securities on the accompanying unaudited consolidated balance sheets. Amounts invested generated $346,000 and $182,000 of realized and unrealized investment income during 2019 and 2018, respectively that is included within other income, net on the accompanying unaudited consolidated statements of operations. Fund management fees are anticipated to average less than 0.35% of the asset balances under management on an annual basis.

As of December 31, 2018, the balance with the Fund Manager totaled $16,270,000, including $12,506,000 which is classified within cash and cash equivalents on the accompanying unaudited consolidated balance sheets, and $3,764,000 which is classified as marketable securities on the accompanying unaudited consolidated balance sheets.

Please see Note O for additional disclosures on related parties from a subsequent event.

D.

Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value guidance identifies three primary valuation techniques: the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts such as cash flows or earnings, to a single present amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The maximization of observable inputs and the minimization of the use of unobservable inputs are required.

Classification within the fair value hierarchy is based upon the objectivity of the inputs that are significant to the valuation of an asset or liability as of the measurement date. The three levels within the fair value hierarchy are characterized as follows:

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs for the asset or liability for which there is little, if any, market activity for the asset or liability at the measurement date. Unobservable inputs reflect the Company's own assumptions about what market participants would use to price the asset or liability. These inputs may include internally developed pricing models, discounted cash flow methodologies, as well as instruments for which the fair value determination requires significant management judgment.

Assets

To estimate the market value of its marketable securities, the Company obtains current market pricing from quoted market sources or uses pricing for identical securities. Assets measured at fair value on a recurring basis are summarized below (in thousands).

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total at September 30,

2019

 

Marketable Equity Security

 

$

12

 

 

$

 

 

$

 

 

$

12

 

Equity Mutual Fund

 

 

 

 

 

8,942

 

 

 

 

 

 

8,942

 

U.S. Treasury Mutual Fund

 

 

8,874

 

 

 

 

 

 

 

 

 

8,874

 

 

 

$

8,886

 

 

$

8,942

 

 

$

 

 

$

17,828

 

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total at December 31, 2018

 

Marketable Equity Security

 

$

11

 

 

$

 

 

$

 

 

$

11

 

Equity Mutual Fund

 

 

 

 

 

3,764

 

 

 

 

 

 

3,764

 

U.S. Treasury Mutual Fund

 

 

12,506

 

 

 

 

 

 

 

 

 

12,506

 

 

 

$

12,517

 

 

$

3,764

 

 

$

 

 

$

16,281

 

 

7


 

There were no transfers from level 2 to level 3 during the periods presented. There were no level 3 assets as of September 30, 2019 or December 31, 2018. The Company also has assets that may be subject to measurement at fair value on a non-recurring basis, including goodwill and intangible assets, and other long-lived assets. There were no liabilities subject to fair value on a non-recurring or recurring basis as of September 30, 2019 or December 31, 2018.

The Company reviews goodwill and the carrying value of long-lived assets at least annually or whenever events and circumstances indicate that the carrying amounts of the assets may not be recoverable. If it is determined that the assets are impaired, the carrying value would be reduced to estimated fair value.

E.Inventories

Inventories are valued at the lower of cost or net realizable value using the FIFO (first-in, first-out) method. The Company reduces the value of its inventories to net realizable value when the net realizable value is believed to be less than the cost of the item. The inventory reserve for obsolescence as of September 30, 2019 and December 31, 2018 was $1,484,000 and $1,266,000, respectively.

Inventories are comprised of the following (in thousands):

 

 

 

September 30,

2019

 

 

December 31,

2018

 

Raw materials

 

$

2,552

 

 

$

1,719

 

Work in process

 

 

2,703

 

 

 

1,807

 

Finished goods

 

 

1,221

 

 

 

940

 

Total Inventories, net

 

$

6,476

 

 

$

4,466

 

 

F.

Intangible Assets

Intangible assets are recorded at cost less accumulated amortization which is included in engineering, selling and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. Amortization is computed for financial reporting purposes using the straight-line method over the estimated useful lives of the assets, which range up to 10 years. The intangible assets consist of intellectual property and goodwill. The net carrying value of the amortizable intangible assets was $381,000 and $437,000 as of September 30, 2019 and December 31, 2018, respectively. Goodwill, which is not amortizable, was $40,000 as of both September 30, 2019 and December 31, 2018.

G.

Stock-Based Compensation

The Company measures the cost of employee services in exchange for an award of equity instruments based on the grant-date fair value of the award and recognizes the cost over the requisite service period, typically the vesting period.

The Company estimates the fair value of stock options on the grant date using the Black-Scholes-Merton option-pricing model. The Black-Scholes-Merton option-pricing model requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. There is no expected dividend rate. Historical Company information was the basis for the expected volatility assumption as the Company believes that the historical volatility is indicative of expected volatility over the life of the option. The risk-free interest rate is based on the U.S. Treasury zero-coupon rates with a remaining term equal to the expected term of the option.

Compensation expense related to share-based compensation is recognized over the applicable vesting periods. As of September 30, 2019, there was approximately $14,000 of total unrecognized compensation expense related to unvested share-based compensation arrangements that will be recognized over a weighted average period of 1.0 years.

H.

Earnings Per Share

The Company computes earnings per share in accordance with ASC 260, Earnings Per Share. Basic earnings per share is computed by dividing net earnings by the weighted average number of common shares outstanding during the period. Diluted earnings per share adjusts basic earnings per share for the effects of stock options and other potentially dilutive financial instruments, only in the periods in which the effects are dilutive. The dilutive effect of share-based awards is reflected in earnings per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense required under the Compensation – Stock Compensation Topic of the ASC.

For both the three and nine months ended September 30, 2018 there were 9,541 options to purchase shares, and for the nine months ended September 30, 2018, there were warrants to purchase 519,241 shares of common stock that were excluded from the diluted earnings per share computation because the impact of the assumed exercise of such stock options or warrants would have been anti-dilutive during the respective periods.

8


 

The following table reconciles basic weighted average shares outstanding to diluted weighted average shares outstanding for the three and nine months ended September 30, 2019 and 2018:

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Weighted average shares outstanding - basic

 

 

4,901,698

 

 

 

4,772,674

 

 

 

4,872,461

 

 

 

4,722,597

 

Effect of diluted securities

 

 

64,110

 

 

 

116,876

 

 

 

93,528

 

 

 

115,188

 

Weighted average shares outstanding - diluted

 

 

4,965,808

 

 

 

4,889,550

 

 

 

4,965,989

 

 

 

4,837,785

 

 

I.

Stockholders’ Equity

Share Repurchase Program

On August 29, 2011, the Company’s board of directors (the “Board”) authorized the Company to repurchase up to 100,000 shares of its common stock in accordance with applicable securities laws. This authorization increased the total number of shares authorized and available for repurchase under the Company's existing share repurchase program to 540,000 shares, at such times, amounts and prices as the Company shall deem appropriate. As of September 30, 2019, the Company had repurchased a total of 81,584 shares of common stock at a cost of $580,000, which shares are currently held in treasury.

J.

Income Taxes

The Company periodically undertakes a review of its valuation allowance and it evaluates all positive and negative factors that may affect whether it is more likely than not that the Company would realize its future tax benefits from its deferred tax balances. In 2014, the Company introduced a number of changes, most notably the decision to exit the low-margin, high-volume telecommunications market and focus on engineered solutions in the aerospace and defense markets. This turnaround plan was engineered and executed by the Company’s current chief executive officer, with the consent of the Board of Directors and participation by management. Over the following five years, the negative factors that caused the Company to produce continuing losses in the U.S. tax jurisdiction were eliminated, with the result being sustained increases in the Company’s sales, revenues, and backlog. Margins from its new and improved products and services have continually increased and the Company maintains a strong backlog of orders with its customers to support the assertion that it is more likely than not that substantially all of its net deferred tax assets will be utilized and that associated valuation allowances should be eliminated.

The income tax provision for interim periods is generally determined based upon the expected effective income tax rate for the full year and the tax rate applicable to certain discrete transactions in the interim period. To determine the annual effective income tax rate, we must estimate both the total income (loss) before income tax for the full year and the jurisdictions in which that income (loss) is subject to tax. The actual effective income tax rate for the full year may differ from these estimates if income (loss) before income tax is greater than or less than what was estimated or if the allocation of income (loss) to jurisdictions in which it is taxed is different from the estimated allocations.

The estimated annualized effective income tax rate for the nine months ended September 30, 2019 and 2018 was 24.8% and 24.2%, respectively. Other differences between our effective income tax rate and the U.S. federal statutory rate are the impact of state taxes, foreign taxes, non-deductible expenses, and excess tax benefits or expense on share-based compensation.

The net balance of the deferred tax asset was approximately $5.2 million as of December 31, 2018, with a related valuation allowance of $5.1 million. Through the nine months ended September 30, 2019, the Company was able to realize $0.7 million of its deferred tax assets as a result of its profitable operations. At September 30, 2019, the Company wrote off $0.7 million of deferred tax assets and the related valuation allowance for certain deferred tax assets which were no longer realizable, and released $3.3 million from its valuation allowance, representing the net realizable portion of its U.S. deferred tax assets, with the balance of the valuation allowance of $0.4 million covering that portion of the Company’s U.S. deferred tax assets which are not expected to be realized.

Deferred tax assets totaled $3.4 million at September 30, 2019, which includes the tax effect of federal, state, and foreign net operating loss carryforwards and our federal tax credits. We recognize federal, state, and foreign net operating loss carryforwards and our federal tax credits as deferred tax assets, subject to valuation allowances. At each balance sheet date, we estimate the amount of carryforwards that are not expected to be used prior to expiration of the carryforward period. Our federal, state, and foreign net operating loss carryforwards expire beginning in 2026, and extending to 2037. Our tax credit carryforwards expire beginning in 2020, and extending to 2038. The tax effect of the carryforwards that are not expected to be used prior to their expiration is included in the valuation allowance. At September 30, 2019, the balance in the Company’s valuation allowance over its deferred tax assets was $388,000, consisting primarily of tax credits expiring between 2020 and 2023.

As of September 30, 2019, management assessed the balances of its deferred tax assets and liabilities and has determined that it has not taken any aggressive tax positions that may be considered uncertain under ASC 740-10.

 

9


 

K.

Segment Information

The Company has two reportable business segments from operations: electronic components, which includes all products manufactured and sold by MtronPTI, and electronic instruments, which includes all products manufactured and sold by PTF. The Company's foreign operations in Hong Kong and India are subsidiaries of MtronPTI. The following table sets forth activity broken down by reportable business segment (in thousands):

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Revenues from Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronic components

 

$

8,218

 

 

$

6,028

 

 

$

22,011

 

 

$

17,593

 

Electronic instruments

 

 

370

 

 

 

310

 

 

 

1,047

 

 

 

847

 

Total consolidated revenues

 

$

8,588

 

 

$

6,338

 

 

$

23,058

 

 

$

18,440

 

Operating Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electronic components

 

$

1,493

 

 

$

1,126

 

 

$

3,147

 

 

$

2,297

 

Electronic instruments