Document and Entity Information
v3.10.0.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2019
May 01, 2019
Document and Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2019  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2019  
Entity Registrant Name COMMUNICATIONS SYSTEMS INC  
Entity Central Index Key 0000022701  
Current Fiscal Year End Date --12-31  
Trading Symbol JCS  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   9,316,576

Condensed Consolidated Balance Sheets
v3.10.0.1
Condensed Consolidated Balance Sheets - USD ($)
Mar. 31, 2019
Dec. 31, 2018
CURRENT ASSETS:    
Cash and cash equivalents $ 9,490,706 $ 11,056,426
Trade accounts receivable, less allowance for doubtful accounts of $168,000 and $136,000, respectively 13,272,257 13,401,042
Inventories 15,353,018 16,175,616
Prepaid income taxes 146,013 148,036
Other current assets 1,643,156 1,553,972
Current assets held for sale 1,029,111  
TOTAL CURRENT ASSETS 40,934,261 42,335,092
PROPERTY, PLANT AND EQUIPMENT, net 9,933,199 10,962,239
OTHER ASSETS:    
Deferred income taxes 19,068 19,068
Operating lease right of use asset 449,995  
Other assets, net 2,017 4,765
Non-current assets held for sale 852,581  
TOTAL OTHER ASSETS 1,323,661 23,833
TOTAL ASSETS 52,191,121 53,321,164
CURRENT LIABILITIES:    
Accounts payable 4,253,169 5,394,981
Accrued compensation and benefits 2,255,964 2,892,199
Operating lease liability 89,435  
Other accrued liabilities 2,917,235 3,168,049
Dividends payable 185,482 184,541
TOTAL CURRENT LIABILITIES 9,701,285 11,639,770
LONG TERM LIABILITIES:    
Long-term compensation plans 40,551  
Uncertain tax positions   28,267
Operating lease liability 348,020  
TOTAL LONG-TERM LIABILITIES 388,571 28,267
COMMITMENTS AND CONTINGENCIES (Footnote 9)
STOCKHOLDERS' EQUITY    
Preferred stock, par value $1.00 per share; 3,000,000 shares authorized; none issued
Common stock, par value $.05 per share; 30,000,000 shares authorized; 9,308,520 and 9,158,438 shares issued and outstanding, respectively 465,426 457,922
Additional paid-in capital 43,036,333 42,680,499
Accumulated deficit (677,819) (734,001)
Accumulated other comprehensive loss (722,675) (751,293)
TOTAL STOCKHOLDERS' EQUITY 42,101,265 41,653,127
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 52,191,121 $ 53,321,164

Condensed Consolidated Balance Sheets (Parenthetical)
v3.10.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Condensed Consolidated Balance Sheets [Abstract]    
Trade accounts receivable, allowance for doubtful accounts $ 168 $ 136
Preferred stock, par value $ 1.00 $ 1.00
Preferred stock, shares authorized 3,000,000 3,000,000
Preferred stock, shares issued 0 0
Common stock, par value $ 0.05 $ 0.05
Common stock, shares authorized 30,000,000 30,000,000
Common stock, shares issued 9,308,520 9,158,438
Common stock, shares outstanding 9,308,520 9,158,438

Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
v3.10.0.1
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) [Abstract]    
Sales $ 16,723,294 $ 16,773,685
Cost of sales 10,296,329 11,595,066
Gross profit 6,426,965 5,178,619
Operating expenses:    
Selling, general and administrative expenses 6,246,330 7,152,840
Total operating expenses 6,246,330 7,152,840
Operating income (loss) 180,635 (1,974,221)
Other income (expenses):    
Investment and other income 44,890 104,121
(Loss) gain on sale of assets (935) 27,531
Interest and other expense (9,444) (9,706)
Other income, net 34,511 121,946
Income (Loss) from operations before income taxes 215,146 (1,852,275)
Income tax (benefit) expense (24,967) 7,570
Net income (loss) 240,113 (1,859,845)
Other comprehensive income (loss), net of tax:    
Unrealized loss (gain) on available-for-sale securities   (6,432)
Foreign currency translation adjustment 28,618 34,094
Total other comprehensive income 28,618 27,662
Comprehensive income (loss) $ 268,731 $ (1,832,183)
Basic net income (loss) per share: $ 0.03 $ (0.21)
Diluted net income (loss) per share: $ 0.03 $ (0.21)
Weighted Average Basic Shares Outstanding 9,176,093 9,000,185
Weighted Average Dilutive Shares Outstanding 9,176,093 9,000,185
Dividends declared per share $ 0.02 $ 0.04

Condensed Consolidated Statements of Changes in Stockholders' Equity
v3.10.0.1
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
Common Stock [Member]
Additional Paid-In Capital [Member]
Retained Earnings [Member]
Accumulated Other Comprehensive Loss [Member]
Total
BALANCE at Dec. 31, 2017 $ 448,685 $ 42,006,750 $ 7,328,671 $ (613,379) $ 49,170,727
BALANCE, Shares at Dec. 31, 2017 8,973,708        
Net income (loss)     (1,859,845)   (1,859,845)
Issuance of common stock under Employee Stock Purchase Plan $ 398 27,922     28,320
Issuance of common stock under Employee Stock Purchase Plan, Shares 7,955        
Issuance of common stock to Employee Stock Ownership Plan $ 5,982 419,908     425,890
Issuance of common stock to Employee Stock Ownership Plan, Shares 119,632        
Issuance of common stock under Executive Stock Plan $ 1,485       1,485
Issuance of common stock under Executive Stock Plan, Shares 29,708        
Share based compensation   84,577     84,577
Other share retirements $ (401) (37,387) 9,325   (28,463)
Other share retirements, Shares 8,017        
Shareholder dividends     (365,132)   (365,132)
Other comprehensive income (loss)       27,662 27,662
BALANCE at Mar. 31, 2018 $ 456,149 42,501,770 5,113,019 (585,717) 47,485,221
BALANCE, Shares at Mar. 31, 2018 9,122,986        
BALANCE at Dec. 31, 2018 $ 457,922 42,680,499 (734,001) (751,293) 41,653,127
BALANCE, Shares at Dec. 31, 2018 9,158,438        
Net income (loss)     240,113   240,113
Issuance of common stock under Employee Stock Purchase Plan $ 671 26,574     27,245
Issuance of common stock under Employee Stock Purchase Plan, Shares 13,421        
Issuance of common stock to Employee Stock Ownership Plan $ 6,641 262,995     269,636
Issuance of common stock to Employee Stock Ownership Plan, Shares 132,826        
Issuance of common stock under Executive Stock Plan $ 229       229
Issuance of common stock under Executive Stock Plan, Shares 4,575        
Share based compensation   69,687     69,687
Other share retirements $ (37) (3,422) 1,494   (1,965)
Other share retirements, Shares 740        
Shareholder dividends     (185,425)   (185,425)
Other comprehensive income (loss)       28,618 28,618
BALANCE at Mar. 31, 2019 $ 465,426 $ 43,036,333 $ (677,819) $ (722,675) $ 42,101,265
BALANCE, Shares at Mar. 31, 2019 9,308,520        

Condensed Consolidated Statements of Changes In Stockholders' Equity (Parenthetical)
v3.10.0.1
Condensed Consolidated Statements of Changes In Stockholders' Equity (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Condensed Consolidated Statements of Changes in Stockholders' Equity [Abstract]    
Shareholder dividends per share $ 0.02 $ 0.04

Condensed Consolidated Statements of Cash Flows
v3.10.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income (loss) $ 240,113 $ (1,859,845)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:    
Depreciation and amortization 421,563 631,512
Share based compensation 69,687 84,577
Loss (gain) on sale of assets 935 (27,531)
Changes in assets and liabilities:    
Trade accounts receivable 138,418 427,806
Inventories 849,494 (218,697)
Prepaid income taxes 3,300 52,064
Other assets, net (1,115,523) (591,025)
Accounts payable (1,169,546) 433,148
Accrued compensation and benefits (327,617) 249,526
Other accrued liabilities (273,469) 1,057,571
Income taxes payable (28,267) 408
Net cash (used in) provided by operating activities (1,190,912) 239,514
CASH FLOWS FROM INVESTING ACTIVITIES:    
Capital expenditures (226,302) (263,867)
Purchases of investments   (3,488,793)
Proceeds from the sale of property, plant and equipment 9,000 29,013
Proceeds from the sale of investments   3,004,602
Net cash used in investing activities (217,302) (719,045)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Cash dividends paid (184,484) (390,738)
Proceeds from issuance of common stock, net of shares withheld 25,509 1,342
Net cash used in financing activities (158,975) (389,396)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH 1,469 7,374
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,565,720) (861,553)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,056,426 12,453,663
CASH AND CASH EQUIVALENTS AT END OF PERIOD 9,490,706 11,592,110
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:    
Income taxes refunded   (44,902)
Interest paid 9,369 9,382
Dividends declared not paid 185,482 371,545
Capital expenditures in accounts payable $ 21,701 $ 61,304

Summary of Significant Accounting Policies
v3.10.0.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2019
Summary of Significant Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Description of Business



Communications Systems, Inc. (herein collectively referred to as “CSI,” “our,” “we” or the “Company”) is a Minnesota corporation organized in 1969 that operates directly and through its subsidiaries located in the United States (U.S.) and the United Kingdom (U.K.). CSI is principally engaged through its Transition Networks, Inc. (“Transition Networks” or “Transition”) subsidiary and business unit in the manufacture and sale of core media conversion products, Ethernet switches, and other connectivity and data transmission products, and through its Suttle, Inc. (“Suttle”) subsidiary and business unit in the manufacture and sale of connectivity infrastructure products for broadband and voice communications. Through its JDL Technologies, Inc. (“JDL Technologies” or “JDL”) business unit, CSI provides technology solutions including virtualization, managed services, wired and wireless network design and implementation, and hybrid cloud infrastructure and deployment. Through its Net2Edge Limited (“Net2Edge”) U.K.-based business unit, the Company develops, manufactures and sells Ethernet-based edge network access products to telecommunications carriers.



The Company classifies its businesses into four segments corresponding to the Transition Networks, Suttle, JDL Technologies, and Net2Edge business units. Non-allocated general and administrative expenses are separately accounted for as “Other” in the Company’s segment reporting. Intersegment revenues are eliminated upon consolidation.



Financial Statement Presentation



The condensed consolidated balance sheets and condensed consolidated statement of changes in stockholders’ equity as of March 31, 2019 and the related condensed consolidated statements of income (loss) and comprehensive income (loss), and the condensed consolidated statements of cash flows for the periods ended March 31, 2019 and 2018 have been prepared by Company management.  In the opinion of management, all adjustments (which include only normal recurring adjustments, except where noted) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2019 and 2018 and for the periods then ended have been made.



Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted.  We recommend these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2018 Annual Report to Shareholders on Form 10-K.  The results of operations for the period ended March 31, 2019 are not necessarily indicative of operating results for the entire year.



The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period.  The estimates and assumptions used in the accompanying condensed consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the time of the financial statements.  Actual results could differ from those estimates.



Except to the extent updated or described below, the significant accounting policies set forth in Note 1 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, appropriately represent, in all material respects, the current status of accounting policies, and are incorporated herein by reference.



Accumulated Other Comprehensive Loss



The components of accumulated other comprehensive loss, net of tax, are as follows:







 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Foreign Currency Translation

 

Unrealized (loss)/gain on securities

 

Accumulated Other Comprehensive Loss

December 31, 2018

 

$

(764,000)

 

$

13,000 

 

$

(751,000)



 

 

 

 

 

 

 

 

 

Net current period change

 

 

28,000 

 

 

 

 

28,000 



 

 

 

 

 

 

 

 

 

March 31, 2019

 

$

(736,000)

 

$

13,000 

 

$

(723,000)



 


Summary of Significant Accounting Policies (Policy)
v3.10.0.1
Summary of Significant Accounting Policies (Policy)
3 Months Ended
Mar. 31, 2019
Summary of Significant Accounting Policies [Abstract]  
Description of Business

Description of Business



Communications Systems, Inc. (herein collectively referred to as “CSI,” “our,” “we” or the “Company”) is a Minnesota corporation organized in 1969 that operates directly and through its subsidiaries located in the United States (U.S.) and the United Kingdom (U.K.). CSI is principally engaged through its Transition Networks, Inc. (“Transition Networks” or “Transition”) subsidiary and business unit in the manufacture and sale of core media conversion products, Ethernet switches, and other connectivity and data transmission products, and through its Suttle, Inc. (“Suttle”) subsidiary and business unit in the manufacture and sale of connectivity infrastructure products for broadband and voice communications. Through its JDL Technologies, Inc. (“JDL Technologies” or “JDL”) business unit, CSI provides technology solutions including virtualization, managed services, wired and wireless network design and implementation, and hybrid cloud infrastructure and deployment. Through its Net2Edge Limited (“Net2Edge”) U.K.-based business unit, the Company develops, manufactures and sells Ethernet-based edge network access products to telecommunications carriers.



The Company classifies its businesses into four segments corresponding to the Transition Networks, Suttle, JDL Technologies, and Net2Edge business units. Non-allocated general and administrative expenses are separately accounted for as “Other” in the Company’s segment reporting. Intersegment revenues are eliminated upon consolidation.

Financial Statement Presentation

Financial Statement Presentation



The condensed consolidated balance sheets and condensed consolidated statement of changes in stockholders’ equity as of March 31, 2019 and the related condensed consolidated statements of income (loss) and comprehensive income (loss), and the condensed consolidated statements of cash flows for the periods ended March 31, 2019 and 2018 have been prepared by Company management.  In the opinion of management, all adjustments (which include only normal recurring adjustments, except where noted) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2019 and 2018 and for the periods then ended have been made.



Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted.  We recommend these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2018 Annual Report to Shareholders on Form 10-K.  The results of operations for the period ended March 31, 2019 are not necessarily indicative of operating results for the entire year.



The presentation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the balance sheet date, and the reported amounts of revenues and expenses during the reporting period.  The estimates and assumptions used in the accompanying condensed consolidated financial statements are based upon management’s evaluation of the relevant facts and circumstances as of the time of the financial statements.  Actual results could differ from those estimates.



Except to the extent updated or described below, the significant accounting policies set forth in Note 1 to the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2018, appropriately represent, in all material respects, the current status of accounting policies, and are incorporated herein by reference.

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss



The components of accumulated other comprehensive loss, net of tax, are as follows:







 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Foreign Currency Translation

 

Unrealized (loss)/gain on securities

 

Accumulated Other Comprehensive Loss

December 31, 2018

 

$

(764,000)

 

$

13,000 

 

$

(751,000)



 

 

 

 

 

 

 

 

 

Net current period change

 

 

28,000 

 

 

 

 

28,000 



 

 

 

 

 

 

 

 

 

March 31, 2019

 

$

(736,000)

 

$

13,000 

 

$

(723,000)




Summary of Significant Accounting Policies (Tables)
v3.10.0.1
Summary of Significant Accounting Policies (Tables)
3 Months Ended
Mar. 31, 2019
Summary of Significant Accounting Policies [Abstract]  
Components of Accumulated Other Comprehensive Loss



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



 

Foreign Currency Translation

 

Unrealized (loss)/gain on securities

 

Accumulated Other Comprehensive Loss

December 31, 2018

 

$

(764,000)

 

$

13,000 

 

$

(751,000)



 

 

 

 

 

 

 

 

 

Net current period change

 

 

28,000 

 

 

 

 

28,000 



 

 

 

 

 

 

 

 

 

March 31, 2019

 

$

(736,000)

 

$

13,000 

 

$

(723,000)




Summary of Significant Accounting Policies (Narrative) (Details)
v3.10.0.1
Summary of Significant Accounting Policies (Narrative) (Details)
3 Months Ended
Mar. 31, 2019
segment
Summary of Significant Accounting Policies [Abstract]  
Number of segments 4

Summary of Significant Accounting Policies (Components of Accumulated Other Comprehensive Loss) (Details)
v3.10.0.1
Summary of Significant Accounting Policies (Components of Accumulated Other Comprehensive Loss) (Details)
3 Months Ended
Mar. 31, 2019
USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]  
BALANCE $ 41,653,127
BALANCE 42,101,265
Foreign Currency Translation [Member]  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
BALANCE (764,000)
Net current period change 28,000
BALANCE (736,000)
Unrealized (Loss)/Gain On Securities [Member]  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
BALANCE 13,000
Net current period change 0
BALANCE 13,000
Accumulated Other Comprehensive Loss [Member]  
Accumulated Other Comprehensive Income (Loss) [Line Items]  
BALANCE (751,293)
Net current period change 28,000
BALANCE $ (722,675)

Revenue Recognition
v3.10.0.1
Revenue Recognition
3 Months Ended
Mar. 31, 2019
Revenue Recognition [Abstract]  
Revenue Recognition

NOTE 2 – REVENUE RECOGNITION



Transition Networks & Suttle, Inc.



The Company has determined that the revenue recognition for its Suttle and Transition Networks divisions occurs upon delivery of the Company’s connectivity infrastructure and data transmission products. To determine when revenue should be recognized, it is important to determine when the transfer of control has occurred. The Company has determined that control transfers for these products upon shipment or delivery to the customer, in accordance with the agreed upon shipping terms. As such, the timing of revenue recognition occurs at a specific point in time.



JDL Technologies, Inc.



The Company has determined that the following performance obligations identified in its JDL Technologies, Inc. division are transferred over time: managed services and professional services (time and materials (“T&M”) and fixed price). JDL’s managed services performance obligation is a bundled solution, a series of distinct services that are substantially the same and that have the same pattern of transfer to the customer and are recognized evenly over the term of the contract. T&M professional services arrangements are measured over time with an input method based on hours expended towards satisfying this performance obligation. Fixed price professional service arrangements under a relatively longer-term service will also be measured over time with an input method based on hours expended.



The Company has also identified the following performance obligations within its JDL Technologies division that are recognized at a point in time which include resale of third-party hardware and software, installation, arranging for another party to transfer services to the customer, and certain professional services. The resale of third-party hardware and software is recognized at a point in time, when the goods are shipped or delivered to the customer’s location, in accordance with the shipping terms. Installation services are recognized at a point in time when the services are completed. The service the Company provides to arrange for another party to transfer services to the customer is satisfied at a point in time as the Company has transferred control upon the service first being made available to the customer by the third party vendor, which are required to be presented on a net basis. Depending on the nature of the service, certain professional services transfer control at a point in time. The Company evaluates these circumstances on a case by case basis to determine if revenue should be recognized over time or at a point in time.



Net2Edge Limited



The Company’s Net2Edge division manufactures and markets Ethernet based edge network access devices. The Company principally sells these products through approved partners and integrators outside the United States. The Company has determined that the performance obligation in the Net2Edge division is recognized at a point in time, upon the delivery of its connectivity infrastructure and data transmission products.



Disaggregation of revenue



Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that best reflects the consideration we expect to receive in exchange for those goods or services. In accordance with ASC 606-10-50-5, the following tables present how we disaggregate our revenues, which is different for each segment.



For Transition Networks, we analyze revenue by region and product group, which is as follows for the three months ended March 31, 2019 and 2018:





 

 

 

 

 



 

 

 

 

 



Transition Networks Sales by Region



Three Months Ended March 31



 

2019

 

 

2018

North America

$

6,910,000 

 

$

7,641,000 

Rest of World

 

725,000 

 

 

975,000 

Europe, Middle East, Africa ("EMEA")

 

1,255,000 

 

 

537,000 



$

8,890,000 

 

$

9,153,000 



 

 

 

 

 







 

 

 

 

 



 

 

 

 

 



Transition Networks Sales by Product Group



Three Months Ended March 31



 

2019

 

 

2018

Media converters

$

5,378,000 

 

$

5,184,000 

Ethernet switches and adapters

 

2,000,000 

 

 

2,260,000 

Other products

 

1,512,000 

 

 

1,709,000 



$

8,890,000 

 

$

9,153,000 



 

 

 

 

 



For Suttle, we analyze revenues by product and customer group, which is as follows for the three months ended March 31, 2019 and 2018:





 

 

 

 

 



 

 

 

 

 



Suttle Sales by Product Group



Three Months Ended March 31



 

2019

 

 

2018

Structured cabling and connecting system products

$

5,077,000 

 

$

6,573,000 

DSL and other products

 

444,000 

 

 

400,000 



$

5,521,000 

 

$

6,973,000 



 

 

 

 

 







 

 

 

 

 



 

 

 

 

 



Suttle Sales by Customer Group



Three Months Ended March 31



 

2019

 

 

2018

Communication service providers

$

4,591,000 

 

$

5,947,000 

International

 

400,000 

 

 

580,000 

Distributors

 

530,000 

 

 

446,000 



$

5,521,000 

 

$

6,973,000 



 

 

 

 

 



For JDL, we analyze revenue by customer group, which is as follows for the three months ended March 31, 2019 and 2018:





 

 

 

 

 



 

 

 

 

 



JDL Revenue by Customer Group



Three Months Ended March 31



 

2019

 

 

2018

Education

$

1,473,000 

 

$

109,000 

Healthcare and commercial clients

 

735,000 

 

 

601,000 



$

2,208,000 

 

$

710,000 



 

 

 

 

 

 





The Company does not currently analyze revenue for Net2Edge on a disaggregated basis. Revenues from Net2Edge were $448,000 and $165,000 for the three months ended March 31, 2019 and 2018, respectively.




Revenue Recognition (Tables)
v3.10.0.1
Revenue Recognition (Tables)
3 Months Ended
Mar. 31, 2019
Revenue Recognition [Abstract]  
Schedule of Disaggregation of Revenues

For Transition Networks, we analyze revenue by region and product group, which is as follows for the three months ended March 31, 2019 and 2018:





 

 

 

 

 



 

 

 

 

 



Transition Networks Sales by Region



Three Months Ended March 31



 

2019

 

 

2018

North America

$

6,910,000 

 

$

7,641,000 

Rest of World

 

725,000 

 

 

975,000 

Europe, Middle East, Africa ("EMEA")

 

1,255,000 

 

 

537,000 



$

8,890,000 

 

$

9,153,000 



 

 

 

 

 







 

 

 

 

 



 

 

 

 

 



Transition Networks Sales by Product Group



Three Months Ended March 31



 

2019

 

 

2018

Media converters

$

5,378,000 

 

$

5,184,000 

Ethernet switches and adapters

 

2,000,000 

 

 

2,260,000 

Other products

 

1,512,000 

 

 

1,709,000 



$

8,890,000 

 

$

9,153,000 



 

 

 

 

 



For Suttle, we analyze revenues by product and customer group, which is as follows for the three months ended March 31, 2019 and 2018:





 

 

 

 

 



 

 

 

 

 



Suttle Sales by Product Group



Three Months Ended March 31



 

2019

 

 

2018

Structured cabling and connecting system products

$

5,077,000 

 

$

6,573,000 

DSL and other products

 

444,000 

 

 

400,000 



$

5,521,000 

 

$

6,973,000 



 

 

 

 

 







 

 

 

 

 



 

 

 

 

 



Suttle Sales by Customer Group



Three Months Ended March 31



 

2019

 

 

2018

Communication service providers

$

4,591,000 

 

$

5,947,000 

International

 

400,000 

 

 

580,000 

Distributors

 

530,000 

 

 

446,000 



$

5,521,000 

 

$

6,973,000 



 

 

 

 

 



For JDL, we analyze revenue by customer group, which is as follows for the three months ended March 31, 2019 and 2018:





 

 

 

 

 



 

 

 

 

 



JDL Revenue by Customer Group



Three Months Ended March 31



 

2019

 

 

2018

Education

$

1,473,000 

 

$

109,000 

Healthcare and commercial clients

 

735,000 

 

 

601,000 



$

2,208,000 

 

$

710,000 



 

 

 

 

 

 




Revenue Recognition (Narrative) (Details)
v3.10.0.1
Revenue Recognition (Narrative) (Details) - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Segment Reporting Information [Line Items]    
Sales $ 16,723,294 $ 16,773,685
Net2Edge [Member]    
Segment Reporting Information [Line Items]    
Sales $ 448,000 $ 165,000

Revenue Recognition (Schedule of Disaggregation of Revenues) (Details)
v3.10.0.1
Revenue Recognition (Schedule of Disaggregation of Revenues) (Details) - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Disaggregation of Revenue [Line Items]    
Revenues $ 16,723,294 $ 16,773,685
Transition Networks [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 8,890,000 9,153,000
Transition Networks [Member] | North America [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 6,910,000 7,641,000
Transition Networks [Member] | Rest of World [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 725,000 975,000
Transition Networks [Member] | Europe, Middle East, Africa ("EMEA") [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 1,255,000 537,000
Transition Networks [Member] | Media Converters [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 5,378,000 5,184,000
Transition Networks [Member] | Ethernet Switches and Adapters [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 2,000,000 2,260,000
Transition Networks [Member] | Other Products [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 1,512,000 1,709,000
Suttle [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 5,521,000 6,973,000
Suttle [Member] | Communication Service Providers [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 4,591,000 5,947,000
Suttle [Member] | International [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 400,000 580,000
Suttle [Member] | Distributors [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 530,000 446,000
Suttle [Member] | Structured Cabling and Connecting System Products [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 5,077,000 6,573,000
Suttle [Member] | DSL and Other Products [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 444,000 400,000
JDL Technologies [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 2,208,000 710,000
JDL Technologies [Member] | Education [Member]    
Disaggregation of Revenue [Line Items]    
Revenues 1,473,000 109,000
JDL Technologies [Member] | Healthcare and Commercial Clients [Member]    
Disaggregation of Revenue [Line Items]    
Revenues $ 735,000 $ 601,000

Leases
v3.10.0.1
Leases
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Leases

NOTE 3 – LEASES



In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases  (ASC Topic 842), which is intended to improve financial reporting of leasing transactions by requiring organizations that lease assets to recognize assets and liabilities for the rights and obligations created by leases that extend more than twelve months on the balance sheet. This accounting update also requires additional disclosures surrounding the amount, timing, and uncertainty of cash flows arising from leases. This standard is effective for financial statements issued for annual and interim periods beginning after December 15, 2018 for public business entities.



The Company adopted this standard with a cumulative-effect adjustment as of January 1, 2019, the beginning of the period of adoption. The Company has elected the package of practical expedients permitted in ASC Topic 842. Adoption of the new standard resulted in the recording of right of use (“ROU”) assets and lease liabilities of approximately $280,000 and $259,000, respectively as of January 1, 2019. ROU assets represent our right to use an underlying asset for the lease term, while lease liabilities represent our obligation to make lease payments arising from the lease. Lease ROU assets and liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term. Because the rate implicit in each individual lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Adoption of the standard did not materially impact the Company’s condensed consolidated balance sheets, consolidated statement of income (loss) and comprehensive income (loss) or condensed consolidated statements of cash flows.



The Company has entered into operating leases for two office locations, including one in February 2019These leases have remaining lease terms of 5 to 8 years.  One of the leases includes two options to extend the lease for 5 years each, and the other lease includes an option to terminate the lease in 2022One of the leases includes a 3% rent adjustment on each anniversary of the lease. As of March 31, 2019, total ROU assets and operating lease liabilities were $450,000 and $437,000, respectively. All operating lease expense is recognized on a straight-line basis over the lease term. In the three months ended March 31, 2019, the Company recognized $29,000 in lease expense.



Information related to the Company’s ROU assets and related lease liabilities were as follows:





 

 



 

 



 

Three Months Ended March 31, 2019



 

 

Cash paid for operating leases

$

17,000 

Right-of-use assets obtained in exchange for new operating lease obligations (1)

 

450,000 

Weighted-average remaining lease term

 

4 years

Weighted-average discount rate

 

4.5% 



 

 

(1)

Includes $262,000 for operating leases existing on January 1, 2019 and $188,000 for operating leases that commenced in the first quarter of 2019.



Maturities of lease liabilities as of March 31, 2019 were as follows:







 

 



 

 

Q2 - Q4 2019

$

93,000 

2020

 

126,000 

2021

 

131,000 

2022

 

89,000 

2023

 

47,000 

Thereafter

 

4,000 

Total lease payments

 

490,000 

Less imputed interest

 

(53,000)

Total operating lease liabilities

$

437,000 



 

 

Future minimum lease commitments under operating leases based on accounting standards applicable as of December 31, 2018 were as follows:





 

 

 



 

 

 

Year Ending December 31:

 

 

 

2019

 

$  

106,000 

2020

 

 

86,000 

2021

 

 

86,000 

2022

 

 

50,000 



 

328,000 



 

 

 



As of March 31, 2019, the Company does not have any additional future operating lease obligations that have not yet commenced.


Leases (Tables)
v3.10.0.1
Leases (Tables)
3 Months Ended
Mar. 31, 2019
Leases [Abstract]  
Information Related to ROU Assets and Related Lease Liabilities





 

 



 

 



 

Three Months Ended March 31, 2019



 

 

Cash paid for operating leases

$

17,000 

Right-of-use assets obtained in exchange for new operating lease obligations (1)

 

450,000 

Weighted-average remaining lease term

 

4 years

Weighted-average discount rate

 

4.5% 



 

 

(1)

Includes $262,000 for operating leases existing on January 1, 2019 and $188,000 for operating leases that commenced in the first quarter of 2019.

Maturities of Lease Liabilities



 

 



 

 

Q2 - Q4 2019

$

93,000 

2020

 

126,000 

2021

 

131,000 

2022

 

89,000 

2023

 

47,000 

Thereafter

 

4,000 

Total lease payments

 

490,000 

Less imputed interest

 

(53,000)

Total operating lease liabilities

$

437,000 



 

 



Future Minimum Lease Commitments under Operating Leases based on ASC 840



 

 

 



 

 

 

Year Ending December 31:

 

 

 

2019

 

$  

106,000 

2020

 

 

86,000 

2021

 

 

86,000 

2022

 

 

50,000 



 

328,000 



 

 

 




Leases (Narrative) (Details)
v3.10.0.1
Leases (Narrative) (Details)
1 Months Ended 3 Months Ended
Feb. 28, 2019
item
Mar. 31, 2019
USD ($)
item
Jan. 01, 2019
USD ($)
Operating lease right of use asset | $   $ 449,995 $ 280,000
Lease liability | $   $ 437,000 $ 259,000
Number of locations 1 2  
Lease expense | $   $ 29,000  
Lease 1 [Member]      
Lease term   5 years  
Number of leases with option to extend   1  
Number of options to extend   2  
Lease renewal term   5 years  
Lease 2 [Member]      
Lease term   8 years  
Date of option to terminate   2022  
Number of leases with annual payment adjustment   1  
Percentage of annual rent adjustment   3.00%  

Leases (Information Related to ROU Assets and Related Lease Liabilities) (Details)
v3.10.0.1
Leases (Information Related to ROU Assets and Related Lease Liabilities) (Details) - USD ($)
3 Months Ended
Mar. 31, 2019
Jan. 01, 2019
Cash paid for operating leases $ 17,000  
Right-of-use assets obtained in exchange for new operating lease obligations $ 450,000  
Weighted-average remaining lease term 4 years  
Weighted-average discount rate 4.50%  
Operating lease right of use asset $ 449,995 $ 280,000
Accounting Standards Update 2016-02 [Member]    
Operating lease right of use asset 262,000  
Commenced During Period [Member]    
Operating lease right of use asset $ 188,000  

Leases (Maturities of Lease Liabilities) (Details)
v3.10.0.1
Leases (Maturities of Lease Liabilities) (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Jan. 01, 2019
Leases [Abstract]    
Q2 - Q4 2019 $ 93  
2020 126  
2021 131  
2022 89  
2023 47  
Thereafter 4  
Total lease payments 490  
Less imputed interest (53)  
Total operating lease liabilities $ 437 $ 259

Leases (Future Minimum Lease Commitments under Operating Leases based on ASC 840) (Details)
v3.10.0.1
Leases (Future Minimum Lease Commitments under Operating Leases based on ASC 840) (Details)
$ in Thousands
Dec. 31, 2018
USD ($)
Leases [Abstract]  
2019 $ 106
2020 86
2021 86
2022 50
Total minimum future lease commitments $ 328

Cash Equivalents and Investments
v3.10.0.1
Cash Equivalents and Investments
3 Months Ended
Mar. 31, 2019
Cash Equivalents and Investments [Abstract]  
Cash Equivalents and Investments

NOTE 4 – CASH EQUIVALENTS AND INVESTMENTS



The following tables show the Company’s cash equivalents amortized cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents as of March 31, 2019 and December 31, 2018:  





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019



Amortized Cost

 

Gross Unrealized Gains

 

Gross Unrealized Losses

 

Fair Value

 

Cash Equivalents

 

Short-Term Investments

 

Long-Term Investments



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market funds

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 

 

$

6,974,000 

 

$

 -

 

$

 -

Total

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 

 

$

6,974,000 

 

$

 -

 

$

 -













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018



Amortized Cost

 

Gross Unrealized Gains

 

Gross Unrealized Losses

 

Fair Value

 

Cash Equivalents

 

Short-Term Investments

 

Long-Term Investments



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market funds

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 

 

$

8,428,000 

 

$

 -

 

$

 -

Total

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 

 

$

8,428,000 

 

$

 -

 

$

 -



The Company tests for other than temporary losses on a quarterly basis. The Company intends to hold the investments until it can recover the full principal amount and has the ability to do so based on other sources of liquidity. The Company expects such recoveries to occur prior to the contractual maturities. The Company did not have any unrealized losses as of March 31, 2019.



The Company did not recognize any gross realized gains or losses during either of the three month periods ending March 31, 2019 or 2018, respectively. If the Company had realized gains or losses, they would be included within investment and other income in the accompanying condensed consolidated statement of income (loss) and comprehensive income (loss).

 


Cash Equivalents and Investments (Tables)
v3.10.0.1
Cash Equivalents and Investments (Tables)
3 Months Ended
Mar. 31, 2019
Cash Equivalents and Investments [Abstract]  
Schedule of Cash Equivalents and Available-for-Sale Securities



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2019



Amortized Cost

 

Gross Unrealized Gains

 

Gross Unrealized Losses

 

Fair Value

 

Cash Equivalents

 

Short-Term Investments

 

Long-Term Investments



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market funds

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 

 

$

6,974,000 

 

$

 -

 

$

 -

Total

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 

 

$

6,974,000 

 

$

 -

 

$

 -













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2018



Amortized Cost

 

Gross Unrealized Gains

 

Gross Unrealized Losses

 

Fair Value

 

Cash Equivalents

 

Short-Term Investments

 

Long-Term Investments



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money Market funds

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 

 

$

8,428,000 

 

$

 -

 

$

 -

Total

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 

 

$

8,428,000 

 

$

 -

 

$

 -




Cash Equivalents and Investments (Narrative) (Details)
v3.10.0.1
Cash Equivalents and Investments (Narrative) (Details) - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Cash Equivalents and Investments [Abstract]    
Gross unrealized losses $ 0  
Gross realized gains (losses) $ 0 $ 0

Cash Equivalents and Investments (Schedule of Cash Equivalents and Available-for-Sale Securities) (Details)
v3.10.0.1
Cash Equivalents and Investments (Schedule of Cash Equivalents and Available-for-Sale Securities) (Details) - USD ($)
Mar. 31, 2019
Dec. 31, 2018
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost $ 6,974,000 $ 8,428,000
Gross Unrealized Losses 0  
Fair Value 6,974,000 8,428,000
Cash Equivalents 6,974,000 8,428,000
Short-Term Investments
Long-Term Investments
Cash Equivalents [Member] | Money Market Funds [Member]    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 6,974,000 8,428,000
Fair Value 6,974,000 8,428,000
Cash Equivalents 6,974,000 8,428,000
Short-Term Investments
Long-Term Investments

Stock-Based Compensation
v3.10.0.1
Stock-Based Compensation
3 Months Ended
Mar. 31, 2019
Stock-Based Compensation [Abstract]  
Stock-Based Compensation

NOTE 5 - STOCK-BASED COMPENSATION



Employee Stock Purchase Plan



Under the Company’s Employee Stock Purchase Plan (“ESPP”), employees are able to acquire shares of common stock at 85% of the price at the end of each current quarterly plan term.  The most recent term ended March 31, 2019.  The ESPP is considered compensatory under current Internal Revenue Service rules.  At March 31, 2019, after giving effect to the shares issued as of that date, 10,170 shares remain available for future issuance under the ESPP.



2011 Executive Incentive Compensation Plan



On March 28, 2011 the Board adopted and on May 19, 2011 the Company’s shareholders approved the Company’s 2011 Executive Incentive Compensation Plan (“2011 Incentive Plan”).  The 2011 Incentive Plan authorizes incentive awards to officers, key employees and non-employee directors in the form of options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance stock units (“deferred stock”), performance cash units, and other awards in stock, cash, or a combination of stock and cash.  The 2011 Incentive Plan, as amended, allows the issuance of up to 2,500,000 shares of common stock. 



During 2019, stock options covering 50,769 shares have been awarded to key executive employees and directors. These options expire seven years from the date of award and generally vest 25% each year beginning one year after the date of award.  The Company also granted deferred stock awards of 157,907 shares to key employees during the first quarter of 2019 under the Company’s long-term incentive plan. These awards vest over three years with the first vesting date being March 28, 2020. 



At March 31, 2019,  213,130 shares have been issued under the 2011 Incentive Plan, 1,649,926 shares are subject to currently outstanding options, deferred stock awards, and unvested restricted stock units, and 636,944 shares are eligible for grant under future awards.



Stock Option Plan for Directors



Shares of common stock are reserved for issuance to non-employee directors under options granted by the Company prior to 2011 under its Stock Option Plan for Non-Employee Directors (the “Director Plan”).  Under the Director Plan nonqualified stock options to acquire shares of common stock were automatically granted to each non-employee director concurrent with annual meetings of shareholders in 2010 and earlier years, with the exercise price of options granted being the fair market value of the common stock on the date of the respective shareholder meetings.  Options granted under the Director Plan expire 10 years from date of grant. No options have been granted under the Director Plan since 2011 when the Company amended the Director Plan to prohibit future option grants.  As of March 31, 2019, there were 36,000 shares subject to outstanding options under the Director Plan.



Changes in Stock Options Outstanding



The following table summarizes changes in the number of outstanding stock options under the 2011 Incentive Plan and the Director Plan over the period December 31, 2018 to March 31, 2019:  





 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

Weighted average



 

 

Weighted average

 

remaining



 

 

exercise price

 

contractual term



Options

 

per share

 

in years

Outstanding – December 31, 2018

1,380,492 

 

$

 

7.56 

 

4.18 

Awarded

50,769 

 

 

 

2.64 

 

 

Exercised

 -

 

 

 

 -

 

 

Forfeited

(120,171)

 

 

 

11.27 

 

 

Outstanding – March 31, 2019

1,311,090 

 

 

 

7.03 

 

4.24 



 

 

 

 

 

 

 

Exercisable at March 31, 2019

933,496 

 

$

 

8.34 

 

3.58 

Expected to vest March 31, 2019

1,311,090 

 

 

 

7.03 

 

4.24 



The aggregate intrinsic value of all options (the amount by which the market price of the stock on the last day of the period exceeded the market price of the stock on the date of grant) outstanding at March 31, 2019 was $7,000.  The intrinsic value of all options exercised during the three months ended March 31, 2019 was $0. Net cash proceeds from the exercise of all stock options were $0 in each of the three month periods ended March 31, 2019 and 2018.



Changes in Deferred Stock Outstanding



The following table summarizes the changes in the number of deferred stock shares under the 2011 Incentive Plan over the period December 31, 2018 to March 31, 2019:





 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

 

Weighted Average



 

 

 

 

Grant Date



 

 

Shares

 

Fair Value

Outstanding – December 31, 2018

 

 

270,066 

 

$

4.48 

Granted

 

 

157,907 

 

 

2.64 

Vested

 

 

(4,575)

 

 

4.56 

Forfeited

 

 

(48,562)

 

 

4.40 

Outstanding – March 31, 2019

 

 

374,836 

 

 

3.34 



Compensation Expense



Share-based compensation expense recognized for the three months ended March 31, 2019 was $70,000 before income taxes and $55,000 after income taxes. Share-based compensation expense recognized for the three months ended March 31,  2018 was $85,000 before income taxes and $67,000 after income taxes.  Unrecognized compensation expense for the Company’s plans was $582,000 at March 31, 2019 and is expected to be recognized over a weighted-average period of 2.8 years.  Share-based compensation expense is recorded as a part of selling, general and administrative expenses.

 


Stock-Based Compensation (Tables)
v3.10.0.1
Stock-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2019
Stock-Based Compensation [Abstract]  
Schedule of Changes in Number of Outstanding Stock Options Under Director Plan, Stock Plan and 2011 Incentive Plan



 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

Weighted average



 

 

Weighted average

 

remaining



 

 

exercise price

 

contractual term



Options

 

per share

 

in years

Outstanding – December 31, 2018

1,380,492 

 

$

 

7.56 

 

4.18 

Awarded

50,769 

 

 

 

2.64 

 

 

Exercised

 -

 

 

 

 -

 

 

Forfeited

(120,171)

 

 

 

11.27 

 

 

Outstanding – March 31, 2019

1,311,090 

 

 

 

7.03 

 

4.24 



 

 

 

 

 

 

 

Exercisable at March 31, 2019

933,496 

 

$

 

8.34 

 

3.58 

Expected to vest March 31, 2019

1,311,090 

 

 

 

7.03 

 

4.24 



Schedule of Changes in the Number of Deferred Stock Shares Under the Incentive Plan



 

 

 

 

 

 



 

 

 

 

 

 



 

 

 

 

Weighted Average



 

 

 

 

Grant Date



 

 

Shares

 

Fair Value

Outstanding – December 31, 2018

 

 

270,066 

 

$

4.48 

Granted

 

 

157,907 

 

 

2.64 

Vested

 

 

(4,575)

 

 

4.56 

Forfeited

 

 

(48,562)

 

 

4.40 

Outstanding – March 31, 2019

 

 

374,836 

 

 

3.34 




Stock-Based Compensation (Narrative) (Details)
v3.10.0.1
Stock-Based Compensation (Narrative) (Details) - USD ($)
1 Months Ended 3 Months Ended 4 Months Ended 84 Months Ended
Aug. 31, 2011
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2011
Dec. 31, 2018
May 19, 2011
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of options outstanding   1,311,090     1,380,492  
Aggregate intrinsic value of options outstanding   $ 7,000        
Intrinsic value of all options exercised   $ 0        
Number of options exercised          
Net cash proceeds from exercise of stock options   $ 0 $ 0      
Share based compensation expense before income taxes   70,000 85,000      
Share based compensation expense after income taxes   55,000 $ 67,000      
Unrecognized compensation expense for awards   $ 582,000        
Recognition period for unrecognized compensation expense   2 years 9 months 18 days        
2011 Executive Incentive Compensation Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of awards authorized           2,500,000
Shares issued under Plan   213,130        
Number of options outstanding   1,649,926        
Awards eligible for grant   636,944        
2011 Executive Incentive Compensation Plan [Member] | Share-based Compensation Award, Tranche One [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Award vesting percentage   25.00%        
Stock Option Plan For Directors [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of options granted 0 0   0 0  
Award expiration period   10 years        
Number of options outstanding   36,000        
Employee Stock Purchase Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Percentage of price of common stock at which employees are able to acquire   85.00%        
Shares available   10,170        
Key Employees [Member] | 2011 Executive Incentive Compensation Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Deferred stock awards granted   157,907        
Key Executive Employees [Member] | 2011 Executive Incentive Compensation Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of options granted   50,769        
Award expiration period   7 years        

Stock-Based Compensation (Schedule of Changes in Number of Outstanding Stock Options Under Director Plan, Stock Plan and 2011 Incentive Plan) (Details)
v3.10.0.1
Stock-Based Compensation (Schedule of Changes in Number of Outstanding Stock Options Under Director Plan, Stock Plan and 2011 Incentive Plan) (Details) - $ / shares
3 Months Ended 12 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Stock-Based Compensation [Abstract]    
Options, Outstanding - December 31, 2018 1,380,492  
Options, Awarded 50,769  
Options, Exercised  
Options, Forfeited (120,171)  
Options, Outstanding - March 31, 2019 1,311,090 1,380,492
Options, Exercisable at March 31, 2019 933,496  
Options, Expected to vest March 31, 2019 1,311,090  
Weighted average exercise price per share, Outstanding - December 31, 2018 $ 7.56  
Weighted average exercise price per share, Awarded 2.64  
Weighted average exercise price per share, Exercised  
Weighted average exercise price per share, Forfeited 11.27  
Weighted average exercise price per share, Outstanding - March 31, 2019 7.03 $ 7.56
Weighted average exercise price per share, Exercisable at March 31, 2019 8.34  
Weighted average exercise price per share, Expected to vest March 31, 2019 $ 7.03  
Options, Outstanding - Weighted average remaining contractual term (in years) 4 years 2 months 27 days 4 years 2 months 5 days
Options, Exercisable - Weighted average remaining contractual term (in years) 3 years 6 months 29 days  
Options, Expected to vest - Weighted average remaining contractual term (in years) 4 years 2 months 27 days  

Stock-Based Compensation (Schedule of Changes in the Number of Deferred Stock Shares Under the Incentive Plan) (Details)
v3.10.0.1
Stock-Based Compensation (Schedule of Changes in the Number of Deferred Stock Shares Under the Incentive Plan) (Details) - Performance Units [Member]
3 Months Ended
Mar. 31, 2019
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Shares, Outstanding - December 31, 2018 | shares 270,066
Shares, Granted | shares 157,907
Shares, Vested | shares (4,575)
Shares, Forfeited | shares (48,562)
Shares, Outstanding - March 31, 2019 | shares 374,836
Weighted Average Grant Date Fair Value, Outstanding - December 31, 2018 | $ / shares $ 4.48
Weighted Average Grant Date Fair Value, Granted | $ / shares 2.64
Weighted Average Grant Date Fair Value, Vested | $ / shares 4.56
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 4.40
Weighted Average Grant Date Fair Value, Outstanding - March 31, 2019 | $ / shares $ 3.34

Inventories
v3.10.0.1
Inventories
3 Months Ended
Mar. 31, 2019
Inventories [Abstract]  
Inventories

NOTE 6 - INVENTORIES



Inventories summarized below are priced at the lower of first-in, first-out cost or net realizable value:





 

 

 

 

 

 



 

 

 

 

 

 



 

March 31

 

December 31



 

2019

 

2018

Finished goods

 

$         

9,656,000 

 

$

9,608,000 

Raw and processed materials

 

 

5,697,000 

 

 

6,568,000 



 

$

15,353,000 

 

$

16,176,000 

 


Inventories (Tables)
v3.10.0.1
Inventories (Tables)
3 Months Ended
Mar. 31, 2019
Inventories [Abstract]  
Schedule of Inventories



 

 

 

 

 

 



 

 

 

 

 

 



 

March 31

 

December 31



 

2019

 

2018

Finished goods

 

$         

9,656,000 

 

$

9,608,000 

Raw and processed materials

 

 

5,697,000 

 

 

6,568,000 



 

$

15,353,000 

 

$

16,176,000 




Inventories (Schedule of Inventories) (Details)
v3.10.0.1
Inventories (Schedule of Inventories) (Details) - USD ($)
Mar. 31, 2019
Dec. 31, 2018
Inventories [Abstract]    
Finished goods $ 9,656,000 $ 9,608,000
Raw and processed materials 5,697,000 6,568,000
Inventories $ 15,353,018 $ 16,175,616

Intangible Assets
v3.10.0.1
Intangible Assets
3 Months Ended
Mar. 31, 2019
Intangible Assets [Abstract]  
Intangible Assets

NOTE 7 –INTANGIBLE ASSETS



The Company’s identifiable intangible assets with finite lives, included in other assets, net on the condensed consolidated balance sheets, are being amortized over their estimated useful lives and were as follows:





 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

March 31, 2019



 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Impairment loss

 

Foreign Currency Translation

 

Net



 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

$

98,000 

$

(78,000)

$

 -

$

(18,000)

$

2,000 

Customer relationships

 

 

491,000 

 

(230,000)

 

(154,000)

 

(107,000)

 

 -

Technology

 

 

229,000 

 

(189,000)

 

 -

 

(40,000)

 

 -



 

$

818,000 

$

(497,000)

$

(154,000)

$

(165,000)

$

2,000 







 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

December 31, 2018



 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Impairment loss

 

Foreign Currency Translation

 

Net



 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

$

98,000 

$

(74,000)

$

 -

$

(19,000)

$

5,000 

Customer relationships

 

 

491,000 

 

(230,000)

 

(154,000)

 

(107,000)

 

 -

Technology

 

 

229,000 

 

(178,000)

 

 -

 

(51,000)

 

 -



 

$

818,000 

$

(482,000)

$

(154,000)

$

(177,000)

$

5,000 





Amortization expense on these identifiable intangible assets was $3,000 for both the three months ended March 31, 2019 and 2018, respectively. The amortization expense is included in selling, general and administrative expenses. At March 31, 2019, the estimated future amortization expense for definite-lived intangible assets for the remainder of 2019 and all of the following four fiscal years is as follows:







 

 

 



 

 

 

Year Ending December 31:

 

 

 

2019

 

$  

2,000 



 


Intangible Assets (Tables)
v3.10.0.1
Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2019
Intangible Assets [Abstract]  
Schedule of Finite-Lived Intangible Assets



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

March 31, 2019



 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Impairment loss

 

Foreign Currency Translation

 

Net



 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

$

98,000 

$

(78,000)

$

 -

$

(18,000)

$

2,000 

Customer relationships

 

 

491,000 

 

(230,000)

 

(154,000)

 

(107,000)

 

 -

Technology

 

 

229,000 

 

(189,000)

 

 -

 

(40,000)

 

 -



 

$

818,000 

$

(497,000)

$

(154,000)

$

(165,000)

$

2,000 







 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

 

December 31, 2018



 

 

Gross Carrying Amount

 

Accumulated Amortization

 

Impairment loss

 

Foreign Currency Translation

 

Net



 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

$

98,000 

$

(74,000)

$

 -

$

(19,000)

$

5,000 

Customer relationships

 

 

491,000 

 

(230,000)

 

(154,000)

 

(107,000)

 

 -

Technology

 

 

229,000 

 

(178,000)

 

 -

 

(51,000)

 

 -



 

$

818,000 

$

(482,000)

$

(154,000)

$

(177,000)

$

5,000 



Schedule of Estimated Future Amortization Expense



 

 

 



 

 

 

Year Ending December 31:

 

 

 

2019

 

$  

2,000 




Intangible Assets (Narrative) (Details)
v3.10.0.1
Intangible Assets (Narrative) (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Intangible Assets [Abstract]    
Amortization expense $ 3 $ 3

Intangible Assets (Schedule of Finite-Lived Intangible Assets) (Details)
v3.10.0.1
Intangible Assets (Schedule of Finite-Lived Intangible Assets) (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 818 $ 818
Accumulated Amortization (497) (482)
Impairment loss (154) (154)
Foreign Currency Translation (165) (177)
Net 2 5
Trademarks [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 98 98
Accumulated Amortization (78) (74)
Impairment loss
Foreign Currency Translation (18) (19)
Net 2 5
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 491 491
Accumulated Amortization (230) (230)
Impairment loss (154) (154)
Foreign Currency Translation (107) (107)
Net
Technology [Member]    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 229 229
Accumulated Amortization (189) (178)
Impairment loss
Foreign Currency Translation (40) (51)
Net

Intangible Assets (Schedule of Estimated Future Amortization Expense) (Details)
v3.10.0.1
Intangible Assets (Schedule of Estimated Future Amortization Expense) (Details)
Mar. 31, 2019
USD ($)
Intangible Assets [Abstract]  
2019 $ 2,000

Warranty
v3.10.0.1
Warranty
3 Months Ended
Mar. 31, 2019
Warranty [Abstract]  
Warranty

NOTE 8 – WARRANTY



We provide reserves for the estimated cost of product warranties at the time revenue is recognized.  We estimate the costs of our warranty obligations based on our warranty policy or applicable contractual warranty, historical experience of known product failure rates, and use of materials and service delivery costs incurred in correcting product failures.  Management reviews the estimated warranty liability on a quarterly basis to determine its adequacy.  The actual warranty expense could differ from the estimates made by the Company based on product performance. The warranty liability is included in other accrued liabilities on the condensed consolidated balance sheet.



The following table presents the changes in the Company’s warranty liability for the three month periods ended March 31, 2019 and 2018, respectively, the majority of which relates to a five-year obligation to provide for potential future liabilities for network equipment sales.





 

 

 

 

 

 



 

 

 

 

 



 

 

2019

 

 

2018

Beginning balance

 

$

594,000 

 

$

603,000 

Amounts charged (credited) to expense

 

 

(13,000)

 

 

79,000 

Actual warranty costs paid

 

 

(11,000)

 

 

(25,000)

Ending balance

 

$

570,000 

 

$

657,000 

 


Warranty (Tables)
v3.10.0.1
Warranty (Tables)
3 Months Ended
Mar. 31, 2019
Warranty [Abstract]  
Schedule of Warranty



 

 

 

 

 

 



 

 

 

 

 



 

 

2019

 

 

2018

Beginning balance

 

$

594,000 

 

$

603,000 

Amounts charged (credited) to expense

 

 

(13,000)

 

 

79,000 

Actual warranty costs paid

 

 

(11,000)

 

 

(25,000)

Ending balance

 

$

570,000 

 

$

657,000 




Warranty (Details)
v3.10.0.1
Warranty (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Warranty [Abstract]    
Product warranty period 5 years  
Beginning balance $ 594 $ 603
Amounts charged (credited) to expense (13) 79
Actual warranty costs paid (11) (25)
Ending balance $ 570 $ 657

Contingencies
v3.10.0.1
Contingencies
3 Months Ended
Mar. 31, 2019
Contingencies [Abstract]  
Contingencies

NOTE 9 – CONTINGENCIES



In the ordinary course of business, the Company is exposed to legal actions and claims and incurs costs to defend against these actions and claims. Company management is not aware of any outstanding or pending legal actions or claims that could materially affect the Company’s financial position or results of operations.

 


Debt
v3.10.0.1
Debt
3 Months Ended
Mar. 31, 2019
Debt [Abstract]  
Debt

NOTE 10 – DEBT



Line of Credit

The Company has a $15,000,000 line of credit from Wells Fargo Bank, N.A..  The Company had no outstanding borrowings against the line of credit at March 31, 2019 and December 31, 2018. Due to the revolving nature of loans under our credit facility, additional borrowings and periodic repayments and re-borrowings may be made until the maturity date. The total amount available for borrowings under our credit facility at March 31, 2019 was $7,871,000, based on the borrowing base calculation. Interest on borrowings on the credit line is at LIBOR plus 2.0%  (4.5% at March 31, 2019). The credit agreement expires August 12, 2021 and is secured by assets of the Company.  Our credit agreement contains financial covenants including a minimum liquidity balance of $10,000,000. Liquidity is calculated as the sum of unrestricted cash, marketable securities and the availability on the line of credit. The Company was in compliance with its financial covenants at March 31, 2019.  

 


Debt (Narrative) (Details)
v3.10.0.1
Debt (Narrative) (Details) - Line of Credit [Member] - USD ($)
3 Months Ended
Mar. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Line of credit, maximum borrowing capacity $ 15,000,000  
Line of credit, amount outstanding 0 $ 0
Line of credit, remaining borrowing capacity $ 7,871,000  
Line of credit facility, interest rate at period end 4.50%  
Line of credit, expiration date Aug. 12, 2021  
Minimum liquidity $ 10,000,000  
LIBOR [Member]    
Debt Instrument [Line Items]    
Line of credit, basis spread on variable rate 2.00%  

Income Taxes
v3.10.0.1
Income Taxes
3 Months Ended
Mar. 31, 2019
Income Taxes [Abstract]  
Income Taxes

NOTE 11 – INCOME TAXES

 

In the preparation of the Company’s consolidated financial statements, management calculates income taxes based upon the estimated effective rate applicable to operating results for the full fiscal year. This includes estimating the current tax liability as well as assessing differences resulting from different treatment of items for tax and book accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded on the balance sheet. Management analyzes these assets and liabilities regularly and assesses the likelihood that deferred tax assets will be recovered from future taxable income.

  

At March 31, 2019 there was $100,000 of net uncertain tax benefit positions that would reduce the effective income tax rate if recognized.  The Company records interest and penalties related to income taxes as income tax expense in the condensed consolidated statements of income (loss) and comprehensive income (loss).



The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The tax years 2015-2018 remain open to examination by the Internal Revenue Service and the years 2014-2018 remain open to examination by various state tax departments. The tax years from 2015-2018 remain open in Costa Rica.

 

The Company’s effective income tax rate was (11.6%) for the first three months of 2019. The effective tax rate differs from the federal tax rate of 21% due to state income taxes, foreign tax rate differences, foreign losses not deductible for U.S. income tax purposes, the effect of uncertain income tax positions, stock compensation shortfalls, provision true-ups, and changes in valuation allowances related to deferred tax assets. The foreign operating losses may ultimately be deductible in the countries in which they occurred; however the Company has not recorded a deferred tax asset for these losses due to uncertainty regarding the eventual realization of the benefit.  The effect of the foreign operations was an overall rate decrease of approximately 7.5% for the three months ended March 31, 2019. There were no additional uncertain tax positions identified in the first three months of 2019.  The Company's effective income tax rate for the three months ended March 31,  2018 was (0.4%), and differed from the federal tax rate due to state income taxes, foreign tax rate differences, foreign losses not deductible for U.S. income tax purposes, changes in the reserve for uncertain income tax positions, provisions for interest charges for uncertain income tax positions, stock compensation shortfalls, provision true-ups, and changes in valuation allowances related to deferred tax assets.

 


Income Taxes (Narrative) (Details)
v3.10.0.1
Income Taxes (Narrative) (Details) - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Income Taxes [Abstract]    
Uncertain tax benefit positions that would reduce the effective income tax rate if recognized $ 100,000  
Effective tax rate (11.60%) 0.40%
Federal tax rate 21.00%  
Foreign net operating loss carry-forwards and credits $ 0  
Foreign income taxes, net of foreign tax credits 7.50%  
Uncertain tax positions $ 0  

Segment Information
v3.10.0.1
Segment Information
3 Months Ended
Mar. 31, 2019
Segment Information [Abstract]  
Segment Information

NOTE 12 – SEGMENT INFORMATION



Effective January 1, 2019, the Company realigned the financial reporting for its business units. As a result of this realignment, certain corporate general and administrative expenses that were previously included within the business unit level as fully allocated costs are now categorized as “Other”. The Company classifies its businesses into the four segments as follows:



·

Transition Networks manufactures media converters, NIDs, NICs, Ethernet switches and other connectivity products that offer customers the ability to affordably integrate the benefits of fiber optics into any data network;

·

Suttle manufactures and markets connectivity infrastructure products for broadband and voice communications;

·

JDL Technologies provides technology solutions that address prevalent IT challenges, including virtualization and cloud solutions, managed services, wired and wireless network design and implementation, and converged infrastructure configuration and deployment; and

·

Net2Edge develops, manufactures and sells edge network access products to telecommunications carriers.



Management has chosen to organize the Company and disclose reportable segments based on our products and services. Intersegment revenues are eliminated upon consolidation. In order to conform to the 2019 presentation, the Company has reclassified the 2018 Corporate expenses previously allocated to reportable segments to the “Other” section.



Information concerning the Company’s continuing operations in the various segments for the three month periods ended March 31, 2019 and 2018 is as follows:







 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Transition

 

 

 

JDL

 

 

 

 

 

Intersegment

 

 



 

Networks

 

Suttle

 

Technologies

 

Net2Edge

 

Other

 

Eliminations

 

Total

Three Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

$

8,890,000 

$

5,521,000 

$

2,208,000 

$

448,000 

$

 -

$

(344,000)

$

16,723,000 

Cost of sales

 

5,136,000 

 

3,720,000 

 

1,341,000 

 

227,000 

 

 -

 

(128,000)

 

10,296,000 

Gross profit

 

3,754,000 

 

1,801,000 

 

867,000 

 

221,000 

 

 -

 

(216,000)

 

6,427,000 

Selling, general and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  administrative expenses

 

3,695,000 

 

1,058,000 

 

376,000 

 

748,000 

 

585,000 

 

(216,000)

 

6,246,000 

Operating income (loss)

 

59,000 

 

743,000 

 

491,000 

 

(527,000)

 

(585,000)

 

 -

 

181,000 

Other income (expense)

 

 -

 

9,000 

 

(10,000)

 

(1,000)

 

36,000 

 

 -

 

34,000 

Income (loss) before income tax

$

59,000 

$

752,000 

$

481,000 

$

(528,000)

$

(549,000)

$

 -

$

215,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

$

79,000 

$

295,000 

$

28,000 

$

20,000 

$

 -

$

 -

$

422,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

 -

$

16,000 

$

36,000 

$

7,000 

$

167,000 

$

 -

$

226,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

$

17,668,000 

$

12,236,000 

$

3,814,000 

$

2,863,000 

$

15,637,000 

$

(27,000)

$

52,191,000 









 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Transition

 

 

 

JDL

 

 

 

 

 

Intersegment

 

 



 

Networks

 

Suttle

 

Technologies

 

Net2Edge

 

Other

 

Eliminations

 

Total

Three Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

$

9,153,000 

$

6,973,000 

$

710,000 

$

165,000 

$

 -

$

(227,000)

$

16,774,000 

Cost of sales

 

5,226,000 

 

5,598,000 

 

728,000 

 

62,000 

 

 -

 

(19,000)

 

11,595,000 

Gross profit (loss)

 

3,927,000 

 

1,375,000 

 

(18,000)

 

103,000 

 

 -

 

(208,000)

 

5,179,000 

Selling, general and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  administrative expenses

 

3,466,000 

 

1,975,000 

 

424,000 

 

904,000 

 

592,000 

 

(208,000)

 

7,153,000 

Operating (loss) income

 

461,000 

 

(600,000)

 

(442,000)

 

(801,000)

 

(592,000)

 

 -

 

(1,974,000)

Other income (expense)

 

(2,000)

 

24,000 

 

 -

 

(8,000)

 

108,000 

 

 -

 

122,000 

Income (loss) before income tax

$

459,000 

$

(576,000)

$

(442,000)

$

(809,000)

$

(484,000)

$

 -

$

(1,852,000)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

$

141,000 

$

414,000 

$

63,000 

$

14,000 

$

 -

$

 -

$

632,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

20,000 

$

227,000 

$

 -

$

17,000 

$

 -

$

 -

$

264,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

$

13,813,000 

$

17,025,000 

$

1,243,000 

$

1,732,000 

$

23,950,000 

$

(27,000)

$

57,736,000 



 




Segment Information (Tables)
v3.10.0.1
Segment Information (Tables)
3 Months Ended
Mar. 31, 2019
Segment Information [Abstract]  
Schedule of Segment Information



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Transition

 

 

 

JDL

 

 

 

 

 

Intersegment

 

 



 

Networks

 

Suttle

 

Technologies

 

Net2Edge

 

Other

 

Eliminations

 

Total

Three Months Ended March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

$

8,890,000 

$

5,521,000 

$

2,208,000 

$

448,000 

$

 -

$

(344,000)

$

16,723,000 

Cost of sales

 

5,136,000 

 

3,720,000 

 

1,341,000 

 

227,000 

 

 -

 

(128,000)

 

10,296,000 

Gross profit

 

3,754,000 

 

1,801,000 

 

867,000 

 

221,000 

 

 -

 

(216,000)

 

6,427,000 

Selling, general and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  administrative expenses

 

3,695,000 

 

1,058,000 

 

376,000 

 

748,000 

 

585,000 

 

(216,000)

 

6,246,000 

Operating income (loss)

 

59,000 

 

743,000 

 

491,000 

 

(527,000)

 

(585,000)

 

 -

 

181,000 

Other income (expense)

 

 -

 

9,000 

 

(10,000)

 

(1,000)

 

36,000 

 

 -

 

34,000 

Income (loss) before income tax

$

59,000 

$

752,000 

$

481,000 

$

(528,000)

$

(549,000)

$

 -

$

215,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

$

79,000 

$

295,000 

$

28,000 

$

20,000 

$

 -

$

 -

$

422,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

 -

$

16,000 

$

36,000 

$

7,000 

$

167,000 

$

 -

$

226,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

$

17,668,000 

$

12,236,000 

$

3,814,000 

$

2,863,000 

$

15,637,000 

$

(27,000)

$

52,191,000 









 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Transition

 

 

 

JDL

 

 

 

 

 

Intersegment

 

 



 

Networks

 

Suttle

 

Technologies

 

Net2Edge

 

Other

 

Eliminations

 

Total

Three Months Ended March 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales

$

9,153,000 

$

6,973,000 

$

710,000 

$

165,000 

$

 -

$

(227,000)

$

16,774,000 

Cost of sales

 

5,226,000 

 

5,598,000 

 

728,000 

 

62,000 

 

 -

 

(19,000)

 

11,595,000 

Gross profit (loss)

 

3,927,000 

 

1,375,000 

 

(18,000)

 

103,000 

 

 -

 

(208,000)

 

5,179,000 

Selling, general and

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  administrative expenses

 

3,466,000 

 

1,975,000 

 

424,000 

 

904,000 

 

592,000 

 

(208,000)

 

7,153,000 

Operating (loss) income

 

461,000 

 

(600,000)

 

(442,000)

 

(801,000)

 

(592,000)

 

 -

 

(1,974,000)

Other income (expense)

 

(2,000)

 

24,000 

 

 -

 

(8,000)

 

108,000 

 

 -

 

122,000 

Income (loss) before income tax

$

459,000 

$

(576,000)

$

(442,000)

$

(809,000)

$

(484,000)

$

 -

$

(1,852,000)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

$

141,000 

$

414,000 

$

63,000 

$

14,000 

$

 -

$

 -

$

632,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

20,000 

$

227,000 

$

 -

$

17,000 

$

 -

$

 -

$

264,000 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

$

13,813,000 

$

17,025,000 

$

1,243,000 

$

1,732,000 

$

23,950,000 

$

(27,000)

$

57,736,000 



 














Segment Information (Narrative) (Details)
v3.10.0.1
Segment Information (Narrative) (Details)
3 Months Ended
Mar. 31, 2019
segment
Segment Information [Abstract]  
Number of segments 4

Segment Information (Schedule of Segment Information) (Details)
v3.10.0.1
Segment Information (Schedule of Segment Information) (Details) - USD ($)
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Dec. 31, 2018
Segment Reporting Information [Line Items]      
Sales $ 16,723,294 $ 16,773,685  
Cost of sales 10,296,329 11,595,066  
Gross profit 6,426,965 5,178,619  
Selling, general and administrative expenses 6,246,330 7,152,840  
Operating income (loss) 180,635 (1,974,221)  
Other income (expense) 34,511 121,946  
Income (Loss) from operations before income taxes 215,146 (1,852,275)  
Depreciation and amortization 421,563 631,512  
Capital expenditures 226,000 264,000  
Assets 52,191,121 57,736,000 $ 53,321,164
Intersegment Eliminations [Member]      
Segment Reporting Information [Line Items]      
Sales (344,000) (227,000)  
Cost of sales (128,000) (19,000)  
Gross profit (216,000) (208,000)  
Selling, general and administrative expenses (216,000) (208,000)  
Depreciation and amortization    
Capital expenditures    
Assets (27,000) (27,000)  
Transition Networks [Member]      
Segment Reporting Information [Line Items]      
Sales 8,890,000 9,153,000  
Cost of sales 5,136,000 5,226,000  
Gross profit 3,754,000 3,927,000  
Selling, general and administrative expenses 3,695,000 3,466,000  
Operating income (loss) 59,000 461,000  
Other income (expense)   (2,000)  
Income (Loss) from operations before income taxes 59,000 459,000  
Depreciation and amortization 79,000 141,000  
Capital expenditures 20,000  
Assets 17,668,000 13,813,000  
Suttle [Member]      
Segment Reporting Information [Line Items]      
Sales 5,521,000 6,973,000  
Cost of sales 3,720,000 5,598,000  
Gross profit 1,801,000 1,375,000  
Selling, general and administrative expenses 1,058,000 1,975,000  
Operating income (loss) 743,000 (600,000)  
Other income (expense) 9,000 24,000  
Income (Loss) from operations before income taxes 752,000 (576,000)  
Depreciation and amortization 295,000 414,000  
Capital expenditures 16,000 227,000  
Assets 12,236,000 17,025,000  
JDL Technologies [Member]      
Segment Reporting Information [Line Items]      
Sales 2,208,000 710,000  
Cost of sales 1,341,000 728,000  
Gross profit 867,000 (18,000)  
Selling, general and administrative expenses 376,000 424,000  
Operating income (loss) 491,000 (442,000)  
Other income (expense) (10,000)    
Income (Loss) from operations before income taxes 481,000 (442,000)  
Depreciation and amortization 28,000 63,000  
Capital expenditures 36,000    
Assets 3,814,000 1,243,000  
Net2Edge [Member]      
Segment Reporting Information [Line Items]      
Sales 448,000 165,000  
Cost of sales 227,000 62,000  
Gross profit 221,000 103,000  
Selling, general and administrative expenses 748,000 904,000  
Operating income (loss) (527,000) (801,000)  
Other income (expense) (1,000) (8,000)  
Income (Loss) from operations before income taxes (528,000) (809,000)  
Depreciation and amortization 20,000 14,000  
Capital expenditures 7,000 17,000  
Assets 2,863,000 1,732,000  
Other [Member]      
Segment Reporting Information [Line Items]      
Sales    
Cost of sales    
Gross profit    
Selling, general and administrative expenses 585,000 592,000  
Operating income (loss) (585,000) (592,000)  
Other income (expense) 36,000 108,000  
Income (Loss) from operations before income taxes (549,000) (484,000)  
Depreciation and amortization  
Capital expenditures 167,000  
Assets $ 15,637,000 $ 23,950,000  

Net Income (Loss) Per Share
v3.10.0.1
Net Income (Loss) Per Share
3 Months Ended
Mar. 31, 2019
Net Income (Loss) Per Share [Abstract]  
Net Income (Loss) Per Share

NOTE 13 – NET INCOME (LOSS) PER SHARE



Basic net income (loss) per common share is based on the weighted average number of common shares outstanding during each period and year. Diluted net income per common share takes into effect the dilutive effect of potential common shares outstanding.  The Company’s only potential common shares outstanding are stock options and shares associated with the long-term incentive compensation plans, which resulted in no dilutive effect for the three month periods ended March 31, 2019 and 2018, respectively. The Company calculates the dilutive effect of outstanding options using the treasury stock method. Options totaling 1,311,090 and 1,332,272 were excluded from the calculation of diluted earnings per share for the three months ended March 31, 2019 and 2018 because the exercise price was greater than the average market price of common stock during the period and deferred stock awards totaling 216,929 and 309,819 shares would not have been included for the three months ended March 31, 2019 and 2018 because of unmet performance conditions.

 


Net Income (Loss) Per Share (Narrative) (Details)
v3.10.0.1
Net Income (Loss) Per Share (Narrative) (Details) - shares
3 Months Ended
Mar. 31, 2019
Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Dilutive effect of outstanding stock options and shares associated with long-term incentive compensation plans 0 0
Stock Compensation Plan [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Shares not included in the computation of diluted earnings per share 1,311,090 1,332,272
Performance Units [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Shares not included in the computation of diluted earnings per share 216,929 309,819

Fair Value Measurements
v3.10.0.1
Fair Value Measurements
3 Months Ended
Mar. 31, 2019
Fair Value Measurements [Abstract]  
Fair Value Measurements

NOTE 14 – FAIR VALUE MEASUREMENTS

The accounting guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

Level 1 – Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access at the measurement date.

Level 2 – Observable inputs such as quoted prices for similar instruments and quoted prices in markets that are not active, and inputs that are directly observable or can be corroborated by observable market data. The types of assets and liabilities included in Level 2 are typically either comparable to actively traded securities or contracts, such as treasury securities with pricing interpolated from recent trades of similar securities, or priced with models using highly observable inputs, such as commodity options priced using observable forward prices and volatilities.

Level 3 – Significant inputs to pricing that have little or no observability as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as the complex and subjective models and forecasts used to determine the fair value of financial instruments.

Financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018, are summarized below:





 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

March 31, 2019

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Level 1

 

Level 2

 

Level 3

 

Total Fair Value



 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money Market Funds

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 

Total

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 







 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

December 31, 2018

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Level 1

 

Level 2

 

Level 3

 

Total Fair Value



 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money Market Funds

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 

Total

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 



We record transfers between levels of the fair value hierarchy, if necessary, at the end of the reporting period. There were no transfers between levels during the three months ended March 31, 2019.

 


Fair Value Measurements (Tables)
v3.10.0.1
Fair Value Measurements (Tables)
3 Months Ended
Mar. 31, 2019
Fair Value Measurements [Abstract]  
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis



 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

March 31, 2019

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Level 1

 

Level 2

 

Level 3

 

Total Fair Value



 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money Market Funds

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 

Total

$

6,974,000 

 

$

 -

 

$

 -

 

$

6,974,000 







 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 



 

December 31, 2018

 

 

 



 

 

 

 

 

 

 

 

 

 

 



Level 1

 

Level 2

 

Level 3

 

Total Fair Value



 

 

 

 

 

 

 

 

 

 

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Money Market Funds

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 

Total

$

8,428,000 

 

$

 -

 

$

 -

 

$

8,428,000 




Fair Value Measurements (Narrative) (Details)
v3.10.0.1
Fair Value Measurements (Narrative) (Details)
3 Months Ended
Mar. 31, 2019
USD ($)
Fair Value Measurements [Abstract]  
Transfers between levels $ 0

Fair Value Measurements (Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details)
v3.10.0.1
Fair Value Measurements (Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($)
$ in Thousands
Mar. 31, 2019
Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets (Liabilities) Net, fair value $ 6,974 $ 8,428
Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets (Liabilities) Net, fair value 6,974 8,428
Money Market Funds [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 6,974 8,428
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member]    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents $ 6,974 $ 8,428

General Commitments
v3.10.0.1
General Commitments
3 Months Ended
Mar. 31, 2019
Contingencies [Abstract]  
General Commitments

NOTE 15 – GENERAL COMMITMENTS



On August 2, 2018, the Company entered into a purchase agreement with Launch Properties, LLC for the sale of the Company’s building located at 10900 Red Circle Drive, Minnetonka, MN for $10,000,000. The building currently includes the Company’s corporate administrative offices, as well as some operations for Transition Networks, Suttle and JDL Technologies. The closing of the transaction is subject to a number of closing conditions, including the buyer’s ability to complete due diligence within 180 days and the buyer’s ability to obtain regulatory approval for its intended use of the property. The due diligence period lapsed on January 29, 2019 and the buyer met certain required obligations.  If the sale proceeds, the Company currently expects the transaction to close in the second half of 2019 or early 2020.




General Commitments (Narrative) (Details)
v3.10.0.1
General Commitments (Narrative) (Details)
Aug. 02, 2018
USD ($)
Contingencies [Abstract]  
Sale of building, purchase agreement, consideration amount $ 10,000,000
Purchase agreement, buyer to complete due diligence, period 180 days

Assets Held for Sale
v3.10.0.1
Assets Held for Sale
3 Months Ended
Mar. 31, 2019
Assets Held for Sale [Abstract]  
Assets Held for Sale



NOTE 16 – ASSETS HELD FOR SALE



On April 5, 2019, the Company sold its Suttle FutureLink™ Fiber business line, including inventory, equipment, and customer relationships, to PPC Broadband Inc. (“PPC”).  The transaction was structured as an Asset Purchase Agreement with a simultaneous signing and closing.  The sale price was $5,000,000 cash. The proceeds will be used for general corporate purposes.  Concurrent with the closing of the transaction, Suttle and PPC entered into a Transition Services Agreement under which Suttle will continue to manufacture products related to the FutureLink™ Fiber business line until September 30, 2019, to ensure seamless supply to the customer base.  Inventory and capital equipment sold under the agreement have been recorded as current and non-current assets held for sale at March 31, 2019. 




Assets Held for Sale (Narrative) (Details)
v3.10.0.1
Assets Held for Sale (Narrative) (Details)
Apr. 05, 2019
USD ($)
Subsequent Event [Member]  
Proceeds from sale $ 5,000,000

Recent Accounting Pronouncements
v3.10.0.1
Recent Accounting Pronouncements
3 Months Ended
Mar. 31, 2019
Recent Accounting Pronouncements [Abstract]  
Recent Accounting Pronouncements



NOTE 17 – RECENT ACCOUNTING PRONOUNCEMENTS



In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”, which amends existing guidance and requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period, and early adoption is permitted. The Company adopted the accounting standard effective January 1, 2019. Please see Note 3 for the required disclosures related to the impact of adopting this standard.



In June 2016, FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments."  The amendments in this update replace the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses. This ASU is intended to provide financial statement users with more decision-useful information about the expected credit losses and is effective for annual periods and interim periods for those annual periods beginning after December 15, 2019, which for us is the first quarter ending March 31, 2020.  Entities may early adopt beginning after December 15, 2018.  We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements.






Subsequent Events
v3.10.0.1
Subsequent Events
3 Months Ended
Mar. 31, 2019
Subsequent Events [Abstract]  
Subsequent Events

NOTE 18 – SUBSEQUENT EVENTS



The Company has evaluated subsequent events through the date of this filing. We do not believe there are any material subsequent events other than those disclosed in the footnotes to these financial statements that require further disclosure.