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Section 1: 10-Q (FORM 10-Q)

cui20180630_10q.htm
 

 

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

 

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

 

For the quarterly period ended June 30, 2018

 

OR

 

 

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

 

For the transition period from _______ to ______

 

Commission File Number 0-29923

 

CUI Global, Inc.

(Exact name of registrant as specified in its charter)

 

Colorado

 

84-1463284

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

20050 SW 112th Avenue

Tualatin, Oregon 97062

 

(Address of principal executive offices and zip code)

 

(503) 612-2300

(Registrant’s telephone number, including area code)

 

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

YES  ☒ NO  ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES  ☒  NO ☐

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

 

Large accelerated filer  ☐

Accelerated filer ☒

Non-accelerated filer  ☐(Do not check

if a smaller reporting company)

Smaller reporting company ☐

 

Emerging growth company ☐

 

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

 

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

YES ☐  NO  ☒

 

There were 28,529,606 shares of the registrant's common stock, par value $0.001 per share, issued and outstanding as of August 6, 2018.

 

 

Table of Contents

 

 

INDEX

 

 

   

Page

Part I

     

Item 1.

Financial Statements

2
 

Condensed Consolidated Balance Sheets

2
 

Condensed Consolidated Statements of Operations (Unaudited)

3
 

Condensed Consolidated Statements of Comprehensive Income and Loss (Unaudited)

4
 

Condensed Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

5
 

Condensed Consolidated Statements of Cash Flows (Unaudited)

6
 

Notes to the Condensed Consolidated Financial Statements (Unaudited)

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

30

 

Overview

30
 

Results of Operations

31
 

Liquidity and Capital Resources

39

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

42

Item 4.

Controls and Procedures

43

Part II

     

Item 1.

Legal Proceedings

43

Item 1A.

Risk Factors

44

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds. Common Stock Issued

44

Item 5.

Other Information

44

Item 6.

Exhibits

44
 

Exhibit Index

44
 

Signatures

45

 

1

Table of Contents

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

 

CUI Global, Inc.

Condensed Consolidated Balance Sheets

 

   

June 30,

   

December 31,

 

(in thousands, except share and per share amounts)

 

2018

   

2017

 
   

(Unaudited)

         

Assets:

               

Current Assets:

               

Cash and cash equivalents

  $ 7,312     $ 12,646  

Trade accounts receivable, net of allowance of $100 and $135, respectively

    12,473       10,833  

Inventories, net of allowance of $1,047 and $946, respectively

    14,684       13,892  

Contract assets

    1,058       2,299  

Note receivable, current portion

    336       13  

Prepaid expenses and other

    1,113       1,593  

Total current assets

    36,976       41,276  
                 

Property and equipment, less accumulated depreciation of $4,631 and $4,155, respectively

    11,059       11,242  

Goodwill

    16,288       17,641  

Other intangible assets, less accumulated amortization of $12,662 and $11,900, respectively

    14,851       15,568  

Note receivable, less current portion

          317  

Restricted cash

    523        

Deposits and other assets

    1,820       1,865  

Total assets

  $ 81,517     $ 87,909  
                 

Liabilities and Stockholders' Equity:

               

Current Liabilities:

               

Accounts payable

  $ 6,796     $ 5,110  

Short-term overdraft facility

    736        

Mortgage note payable, current portion

    96       94  

Accrued expenses

    4,950       4,186  

Contract liabilities

    4,690       8,829  

Refund liabilities

    2,137       695  

Total current liabilities

    19,405       18,914  
                 

Long term mortgage note payable, less current portion

    3,207       3,256  

Long term note payable, related party

    5,304       5,304  

Derivative liability

    230       356  

Deferred tax liabilities

    1,941       2,414  

Other long-term liabilities

    181       179  

Total liabilities

    30,268       30,423  
                 

Commitments and contingencies

               
                 

Stockholders' Equity:

               

Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at June 30, 2018 or December 31, 2017

           

Common stock, par value $0.001; 325,000,000 shares authorized; 28,505,054 shares issued and outstanding at June 30, 2018 and 28,406,856 shares issued and outstanding at December 31, 2017

    28       28  

Additional paid-in capital

    169,808       169,527  

Accumulated deficit

    (114,695

)

    (108,559

)

Accumulated other comprehensive loss

    (3,892

)

    (3,510

)

Total stockholders' equity

    51,249       57,486  

Total liabilities and stockholders' equity

  $ 81,517     $ 87,909  

 

See accompanying notes to condensed consolidated financial statements

 

2

Table of Contents

 

 

CUI Global, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

 

(in thousands, except share and per share amounts)

 

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Total revenues

  $ 23,127     $ 22,500     $ 45,093     $ 40,345  
                                 

Cost of revenues

    15,492       14,276       30,881       26,437  
                                 

Gross profit

    7,635       8,224       14,212       13,908  
                                 

Operating expenses:

                               

Selling, general and administrative

    9,245       8,712       18,446       17,268  

Depreciation and amortization

    553       564       1,082       1,115  

Research and development

    783       614       1,403       1,224  

Provision (credit) for bad debt

    (40

)

    (23

)

    (34

)

    (51

)

Impairment of goodwill and intangible assets

    1,263       3       1,263       3  

Other operating expenses

          4             9  
                                 

Total operating expenses

    11,804       9,874       22,160       19,568  
                                 

Loss from operations

    (4,169

)

    (1,650

)

    (7,948

)

    (5,660

)

                                 

Other income (expense)

    (308

)

    46       22       92  

Interest expense

    (124

)

    (121

)

    (238

)

    (237

)

                                 

Loss before taxes

    (4,601

)

    (1,725

)

    (8,164

)

    (5,805

)

                                 

Income tax expense (benefit)

    164       (157

)

    (137

)

    (383

)

                                 

Net loss

  $ (4,765

)

  $ (1,568

)

  $ (8,027

)

  $ (5,422

)

                                 
                                 

Basic and diluted weighted average common shares outstanding

    28,506,154       20,967,957       28,497,146       20,958,656  
                                 

Basic and diluted loss per common share

  $ (0.17

)

  $ (0.07

)

  $ (0.28

)

  $ (0.26

)

 

See accompanying notes to condensed consolidated financial statements

 

3

Table of Contents

 

 

CUI Global, Inc.

Condensed Consolidated Statements of Comprehensive Income and Loss

(Unaudited)

 

(in thousands)

 

For the Three Months Ended June 30,

   

For the Six Months Ended June 30,

 
   

2018

   

2017

   

2018

   

2017

 

Net loss

  $ (4,765

)

  $ (1,568

)

  $ (8,027

)

  $ (5,422

)

                                 

Other comprehensive income (loss)

                               

Foreign currency translation adjustment

    (822

)

    911       (382

)

    1,200  

Comprehensive loss

  $ (5,587

)

  $ (657

)

  $ (8,409

)

  $ (4,222

)

 

See accompanying notes to condensed consolidated financial statements

 

4

Table of Contents

 

 

CUI Global, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Six Months Ended June 30, 2018

(Unaudited)

 

(In thousands, except share amounts)

 

Common Stock

   

Additional

   

Accumulated

   

Accumulated

Other

Comprehensive

   

Total

Stockholders'

 
   

Shares

   

Amount

    Paid-in Capital     Deficit     Loss     Equity  
                                                 

Balance, December 31, 2017

    28,406,856     $ 28     $ 169,527     $ (108,559

)

  $ (3,510

)

  $ 57,486  
                                                 

Cumulative effect of accounting change (1)

                      1,891             1,891  
                                                 

Balance at January 1, 2018, adjusted

    28,406,856       28       169,527       (106,668

)

    (3,510

)

    59,377  

Common stock issued for compensation, services, and royalty payments

    98,198             281                   281  

Net loss for the period ended June 30, 2018

                      (8,027

)

          (8,027

)

Other comprehensive loss

                            (382

)

    (382

)

Balance, June 30, 2018

    28,505,054     $ 28     $ 169,808     $ (114,695

)

  $ (3,892

)

  $ 51,249  

 

(1) Represents adjustment to accumulated deficit upon the adoption of Accounting Standards Codification Topic 606.

 

See accompanying notes to condensed consolidated financial statements

 

5

Table of Contents

 

 

CUI Global, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

(in thousands)

 

For the Six Months Ended June 30,

 
   

2018

   

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (8,027

)

  $ (5,422

)

Adjustments to reconcile net loss to net cash used in operating activities:

               

Depreciation

    541       482  

Amortization of intangibles

    962       945  

Stock issued and stock to be issued for compensation, royalties and services

    146       204  

Unrealized gain on derivative liability

    (126

)

    (35

)

Provision for (credit to) bad debt expense and returns allowances

    (34

)

    (51

)

Deferred income taxes

    (329

)

    (490

)

Inventory reserve

    123       173  

Non-cash unrealized foreign currency (gains) losses

    21       (274

)

Impairment of goodwill and intangible assets

    1,263       3  

Loss on disposal of assets

          9  

(Increase) decrease in operating assets:

               

Trade accounts receivable

    (1,625

)

    (2,039

)

Inventories

    (2,214

)

    (570

)

Contract assets

    704       1,175  

Prepaid expenses and other current assets

    396       (283

)

Deposits and other assets

    2       (27

)

Increase (decrease) in operating liabilities:

               

Accounts payable

    1,730       (391

)

Accrued expenses

    1,060       523  

Refund liabilities

    572       (30

)

Contract liabilities

    146       2,893  

NET CASH USED IN OPERATING ACTIVITIES

    (4,689

)

    (3,205

)

                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchases of property and equipment

    (511

)

    (473

)

Proceeds from sale of property and equipment

          2  

Investments in other intangible assets

    (325

)

    (339

)

Proceeds from notes receivable

          19  

NET CASH USED IN INVESTING ACTIVITIES

    (836

)

    (791

)

                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from overdraft facility

    8,458        

Payments on overdraft facility

    (7,691

)

     

Proceeds from line of credit

    1,546       9,530  

Payments on line of credit

    (1,546

)

    (8,464

)

Payments on capital lease obligations

    (2

)

    (25

)

Payments on mortgage note payable

    (47

)

    (45

)

Payments on contingent consideration

    (45

)

    (61

)

NET CASH PROVIDED BY FINANCING ACTIVITIES

    673       935  
                 

Effect of exchange rate changes on cash

    41       231  

Net decrease in cash, cash equivalents and restricted cash

    (4,811

)

    (2,830

)

Cash, cash equivalents and restricted cash at beginning of period

    12,646       4,617  
                 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

  $ 7,835     $ 1,787  

 

See accompanying notes to condensed consolidated financial statements

 

6

Table of Contents

 

CUI Global, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(Unaudited)

 

(in thousands)

 

For the Six Months Ended June 30,

 
   

2018

   

2017

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               

Income taxes paid

  $ 95     $ 93  

Interest paid, net of capitalized interest

  $ 239     $ 238  
                 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

               

Common stock issued and to be issued for royalties payable pursuant to product agreements, related party

  $ 9     $ 8  

Common stock issued and to be issued for consulting services and compensation in common stock

  $ 272     $ 339  

Partial settlement of note receivable via offset against royalty payable netted with (increase) to note receivable from accrued interest.

  $ (6

)

  $ (6

)

Accrued property and equipment purchases at June 30

  $ 18     $ 74  

Accrued investment in other intangible assets at June 30

  $ 61     $ 60  

 

See accompanying notes to condensed consolidated financial statements

 

7

Table of Contents

 

CUI Global, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Nature of Operations

CUI Global Inc. (CUI Global) is a platform company composed of two segments, the Power and Electromechanical segment and the Energy segment, along with an "Other" category.

 

The Power and Electromechanical segment consists of the wholly owned subsidiaries: CUI, Inc. (CUI), based in Tualatin, Oregon; CUI Japan, based in Tokyo, Japan; CUI-Canada, based in Toronto, Canada; and the entity holding the corporate building, CUI Properties. All three operating subsidiaries are providers of power and electromechanical components including power supplies, transformers, converters, connectors and industrial controls for Original Equipment Manufacturers (OEMs).

 

The Power and Electromechanical segment aggregates its product offerings into two categories: power solutions - including external and embedded ac-dc power supplies, dc-dc converters and basic digital point of load modules, ICE (Intelligent Control of Energy) products enabled by the VPS patented software system and offering a technology architecture that addresses power and related accessories; and components - including connectors, speakers, buzzers, and industrial control solutions including encoders and sensors. These offerings provide a technology architecture that addresses power and related accessories to industries as broadly ranging as telecommunications, consumer electronics, medical and defense.

 

The Company’s Energy segment consists of the Orbital Gas Systems Ltd subsidiary (Orbital-UK) and the Orbital Gas Systems, North America, Inc. subsidiary, collectively referred to as "Orbital." Orbital has developed a portfolio of products, services and resources to offer a diverse range of personalized gas engineering solutions to the gas utilities, power generation, emissions, manufacturing and automotive industries. Its proprietary VE® Technology enhances the capability and speed of our GasPT® Technology. VE Technology provides a superior method of penetrating the gas flow without the associated vortex vibration, thereby making it a ‘‘stand-alone’’ product for thermal sensing (thermowells) and trace-element sampling.

 

The Other category represents the remaining activities that are not included as part of the other reportable segments and primarily represents corporate activity.

 

Basis of Presentation

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information, which includes condensed consolidated financial statements. Accordingly, they do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the Company's Annual Report, Form 10-K for the year ended December 31, 2017.

 

It is management's opinion that all material adjustments (consisting of normal recurring adjustments as well as an adjustment for goodwill impairment) have been made, which are necessary for a fair financial statement presentation. Significant intercompany accounts and transactions have been eliminated in consolidation. The results for the interim period are not necessarily indicative of the results to be expected for the year ending December 31, 2018.

 

8

 

As a result of the adoption of ASC 606 (Note 2), the following items have been reclassified from the captions in the December 31, 2017 consolidated balance sheet included in our Form 10-K for the year ended December 31, 2017 to the captions in the December 31, 2017 condensed consolidated balance sheet appearing herein:

 

Captions in December 31,

2017 consolidated

balance sheet within Form 10-K

 

Reclassified to

Captions in

December 31, 2017

condensed

consolidated

balance sheet

herein

       

Costs in excess of billings

   

Contract assets

Billings in excess of costs

   

Contract liabilities

Unearned revenue

   

Contract liabilities

Unearned revenue

   

Refund liabilities

 

Changes in these accounts as reclassified are reflected on the condensed consolidated statement of cash flows for the six months ended June 30, 2018 and 2017.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates used to review the Company’s goodwill, impairments and estimations of long-lived assets, impairment of prepaid royalties, revenue recognition on cost-to-cost-method type contracts, inventory valuation, warranty reserves, refund liabilities/returns allowances, valuations of non-cash capital stock issuances and the valuation allowance on deferred tax assets. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Revision

Immaterial revision was made to the condensed consolidated statement of cash flows: for the six months ended June 30, 2017, $176 thousand was reclassified from effect of exchange rate changes on cash to non-cash unrealized foreign currency gains included as a reconciling item to cash used in operating activities. This change was related primarily to foreign currency gains on intercompany advances to Orbital-UK.

 

Reclassification

Certain reclassifications have been made to the 2017 condensed consolidated balance sheet and statement of operations in order to conform to the 2018 presentation.

 

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - UPDATE

 

Our significant accounting policies are detailed in "Note 2 Summary of Significant Accounting Policies" within Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 14, 2018. Significant changes to our accounting policies as a result of adopting Topic 606 are discussed below:

 

Revenue Recognition

On January 1, 2018, we adopted the new accounting standard ASC 606, “Revenue from Contracts with Customers” and all the related amendments (“new revenue standard"), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. This guidance includes the required steps to achieve the core principle that a company should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new revenue standard was applied using the modified retrospective method. We recognized the cumulative effect of initially applying the new revenue standard as an adjustment to accumulated deficit as of January 1, 2018. As a result of the adoption of this standard, certain changes have been made to the condensed consolidated balance sheets. We expect the ongoing impact of the adoption of the new standard to primarily affect the timing of revenue recognition. The most significant impact was on Power and Electromechanical segment revenue that was previously recorded as “sell through." This revenue was previously recorded upon the sale by our customers, who are distributors. Under the new accounting guidance, we will record the revenue upon sale to the distributor with an appropriate amount reserved for estimated returns and allowances as the Company recognizes revenue at the time the related performance obligation is satisfied by transferring a promised good or service to its customers.  For the Power and Electromechanical segment, their revenue is based upon the transfer of goods and satisfaction of its performance obligations as of a point in time. During the transition this will have the effect of having a certain amount of revenue not recorded as revenue but as part of the cumulative effect of the accounting change. In the Energy segment, for the majority of contracts, revenue will still be measured over time using the cost-to-cost method. The change that most affected the transition adjustment on Energy revenue was the requirement to limit revenue recognition on contracts without an enforceable right to payment for performance completed to date. Revenue on contracts without a specific enforceable right to payment on work performed to date was "clawed back" as part of the Company's transition adjustment. The cumulative effect adjustment recorded as of January 1, 2018 was a net $1.9 million decrease to accumulated deficit due to a $2.8 million transition adjustment from the Power and Electromechanical segment partially offset by a $(0.9) million transition adjustment from the Energy segment, net of deferred tax. See Note 3 for further discussion of our revenue recognition policies.

 

9

 

 

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

 

On January 1, 2018, we adopted ASC Topic 606 and the related amendments ("ASC 606") using the modified retrospective method applied to those contracts which were not completed as of December 31, 2017. Results for operating periods beginning after January 1, 2018 are presented under ASC 606, while comparative information has not been restated and continues to be reported in accordance with the accounting standards in effect for those periods. See Note 2 for a description of our accounting policy resulting from adoption of ASC 606. We recognized the cumulative effect of initially applying ASC 606 as an adjustment to accumulated deficit in the balance sheet as of January 1, 2018 as follows:

 

 

   

Balance at

December 31,

2017

   

Adjustments

Due to ASC

606

   

Balance at

January 1,

2018

 

(in thousands)

                       

Assets

                       

Inventories

  $ 13,892     $ (1,064

)

  $ 12,828  

Contract assets

    2,299       (516

)

    1,783  

Total current assets

    41,276       (1,580

)

    39,696  

Total assets

  $ 87,909     $ (1,580

)

  $ 86,329  
                         

Liabilities

                       

Contract liabilities

  $ 8,829     $ (4,168

)

  $ 4,661  

Refund liabilities

    695       870       1,565  

Total current liabilities

    18,914       (3,298

)

    15,616  

Deferred tax liabilities

    2,414       (173

)

    2,241  

Total liabilities

    30,423       (3,471

)

    26,952  
                         

Stockholders' Equity

                       

Accumulated deficit

    (108,559

)

    1,891       (106,668

)

Total stockholders' equity

    57,486       1,891       59,377  

Total liabilities and stockholders' equity

  $ 87,909     $ (1,580

)

  $ 86,329  

 

10

 

The impact of adoption on our condensed consolidated balance sheet and condensed consolidated statement of operations as of and for the period ended June 30, 2018 was as follows:

 

   

For the three months ended June 30, 2018

 

(in thousands except per share amounts)

 

As Reported

   

Balances

Without

Adoption of

ASC 606

   

Effect of

Change

Higher /

(Lower)

 

Statement of Operations

                       

Total revenues

  $ 23,127     $ 21,795     $ 1,332  

Cost of revenues

    15,492       14,704       788  

Gross profit

    7,635       7,091       544  

Loss from operations

    (4,169

)

    (4,713

)

    544  

Loss before taxes

    (4,601

)

    (5,145

)

    544  

Income tax benefit

    164       80       84  

Net loss

  $ (4,765

)

  $ (5,225

)

  $ 460  

Basic and diluted loss per common share

  $ (0.17

)

  $ (0.18

)

  $ 0.01  

 

 

   

For the six months ended June 30, 2018

 

(in thousands except per share amounts)

 

As Reported

   

Balances

Without

Adoption of

ASC 606

   

Effect of

Change

Higher /

(Lower)

 

Statement of Operations

                       

Total revenues

  $ 45,093     $ 43,499     $ 1,594  

Cost of revenues

    30,881       30,450       431  

Gross profit

    14,212       13,049       1,163  

Loss from operations

    (7,948

)

    (9,111

)

    1,163  

Loss before taxes

    (8,164

)

    (9,327

)

    1,163  

Income tax benefit

    (137

)

    (311

)

    174  

Net loss

  $ (8,027

)

  $ (9,016

)

  $ 989  

Basic and diluted loss per common share

  $ (0.28

)

  $ (0.32

)

  $ 0.04  

 

11

 

   

As of June 30, 2018

 
   

As Reported

   

Balances

Without

Adoption of

ASC 606

   

Effect of

Change

Higher /

(Lower)

 

(in thousands)

                       

Assets

                       

Inventories

  $ 14,684     $ 16,222     $ (1,538

)

Contract assets

    1,058       1,856       (798

)

Prepaid expenses and other

    1,113       1,113        

Total current assets

    36,976       39,312       (2,336

)

Total assets

  $ 81,517     $ 83,853     $ (2,336

)

                         

Liabilities

                       

Contract liabilities

  $ 4,690     $ 11,253     $ (6,563

)

Refund liabilities

    2,137       791       1,346  

Total current liabilities

    19,405       24,622       (5,217

)

Total liabilities

    30,268       35,485       (5,217

)

                         

Stockholders' Equity

                       

Accumulated deficit

    (114,695

)

    (117,575

)

    2,880  

Accumulated other comprehensive loss

    (3,892

)

    (3,893

)

    1  

Total stockholders' equity

    51,249       48,368       2,881  

Total liabilities and stockholders' equity

  $ 81,517     $ 83,853     $ (2,336

)

 

The adoption of ASC 606 had no impact on the Company’s cash flows from operations.

 

Power and Electromechanical segment

The Power and Electromechanical segment generates its revenue from two categories of products: power solutions - including external and embedded ac-dc power supplies, dc-dc converters and basic digital point of load modules, ICE (Intelligent Control of Energy) products enabled by the VPS patented software system and offering a technology architecture that addresses power and related accessories; and components - including connectors, speakers, buzzers, and industrial control solutions including encoders and sensors. These offerings provide a technology architecture that addresses power and related accessories to industries as broadly ranging as telecommunications, consumer electronics, medical and defense. The production and delivery of these products are considered single performance obligations. Revenue is recognized when we satisfy a performance obligation and this occurs upon shipment and ownership transfer of our products to our customers at a point in time.

 

Energy segment

The Energy segment subsidiaries, collectively referred to as Orbital, generate their revenue from a portfolio of products, services and resources that offer a diverse range of personalized gas engineering solutions to the gas utilities, power generation, emissions, manufacturing and automotive industries.

 

Orbital accounts for a majority of its contract revenue proportionately over time. For our performance obligations satisfied over time, we recognize revenue by measuring the progress toward complete satisfaction of that performance obligation. The selection of the method to measure progress towards completion can be either an input method or an output method and requires judgment based on the nature of the goods or services to be provided.

 

12

 

For our construction contracts, revenue is generally recognized over time as our performance creates or enhances an asset that the customer controls. Our fixed price construction projects generally use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation.

 

The timing of revenue recognition for Energy products also depends on the payment terms of the contract, as our performance does not create an asset with an alternative use to us. For those contracts which we have a right to payment for performance completed to date at all times throughout our performance, inclusive of a cancellation, we recognize revenue over time. As discussed above, these performance obligations use a cost-to-cost input method to measure our progress towards complete satisfaction of the performance obligation as we believe it best depicts the transfer of control to the customer. However, for those contracts for which we do not have a right, at all times, to payment for performance completed to date, we recognize revenue at the point in time when control is transferred to the customer.

 

For our services contracts, revenue is also generally recognized over time as the customer simultaneously receives and consumes the benefits of our performance as we perform the service. For our fixed price service contracts with specified service periods, revenue is generally recognized on a straight-line basis over such service period when our inputs are expended evenly, and the customer receives and consumes the benefits of our performance throughout the contract term.

 

For certain of our revenue streams, such as call-out repair and service work, and outage services, that are performed under time and materials contracts, our progress towards complete satisfaction of such performance obligations is measured using an output method as the customer receives and consumes the benefits of our performance completed to date.

 

Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

 

Product-type contracts (for example, sale of GasPt units) for which revenue does not qualify to be recognized over time are recognized at a point in time. Revenues from warranty and maintenance activities are recognized ratably over the term of the warranty and maintenance period.

 

Accounts Receivable, Contract Assets and Contract Liabilities

Accounts receivable are recognized in the period when our right to consideration is unconditional. Accounts receivable are recognized net of an allowance for doubtful accounts. A considerable amount of judgment is required in assessing the likelihood of realization of receivables.

 

The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from our construction projects when revenue recognized under the cost-to-cost measure of progress exceed the amounts invoiced to our customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from our customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Also included in contract assets are amounts we seek or will seek to collect from customers or others for errors or changes in contract specifications or design, contract change orders or modifications in dispute or unapproved as to both scope and/or price or other customer-related causes of unanticipated additional contract costs (claims and unapproved change orders). Our contract assets do not include capitalized costs to obtain and fulfill a contract. Contract assets are generally classified as current within the Condensed Consolidated Balance Sheets.

 

13

 

Contract liabilities from our construction contracts occur when amounts invoiced to our customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from our customers on certain contracts. Contract liabilities decrease as we recognize revenue from the satisfaction of the related performance obligation and are recorded as either current or long-term, depending upon when we expect to recognize such revenue.

 

Activity in the current contract liabilities for the six months ended June 30, 2018 was as follows:

 

In thousands

       

Current contract liabilities - January 1, 2018

  $ 4,661  

Long-term contract liabilities - January 1, 2018 (1)

    84  

Total contract liabilities - January 1, 2018

  $ 4,745  
         

Total contract liabilities - January 1, 2018

  $ 4,745  

Contract additions, net

    2,511  

Revenue recognized

    (2,391

)

Translation

    (89

)

Total contract liabilities - June 30, 2018

  $ 4,776  
         

Current contract liabilities - June 30, 2018

  $ 4,690  
         

Long-term contract liabilities - June 30, 2018 (1)

    86  

Total contract liabilities - June 30, 2018

  $ 4,776  

 

(1) Long-term contract liabilities are included in Other long-term liabilities on the Consolidated Balance Sheet.

 

Refund Liabilities and Corresponding Inventory Adjustment

Refund liabilities primarily represent estimated future new product introduction returns and estimated future scrap returns. Future new product returns are based on a percent of current inventory of newly introduced products held by our distributor customers. The liability for estimated returns of newly introduced product is reversed to revenue as the inventory is sold. Future scrap returns are based on a percentage of total revenues. In addition to the refund liabilities recorded for future returns, the Company also records an adjustment to inventory and corresponding adjustment to cost of revenue for the Company's right to recover products from customers upon settling the refund liability.

 

Performance Obligations

Remaining Performance Obligations

Remaining performance obligations, represents the transaction price of firm orders for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of June 30, 2018, the Company's remaining performance obligations are generally expected to be filled within the next 12 months.

 

14

 

Any quarterly adjustments to net revenues, cost of revenues, and the related impact to operating income are recognized as necessary in the period they become known. These adjustments may result from positive program performance, and may result in an increase in operating income during the performance of individual performance obligations, if we determine we will be successful in mitigating risks surrounding the technical, schedule and cost aspects of those performance obligations. Likewise, these adjustments may result in a decrease in operating income if we determine we will not be successful in mitigating these risks. Changes in estimates of net revenues, cost of revenues and the related impact to operating income are recognized quarterly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current and prior periods based on a performance obligation's percentage of completion. A significant change in one or more of these estimates could affect the profitability of one or more of our performance obligations. For separately priced extended warranty or product maintenance performance obligations, when estimates of total costs to be incurred on the performance obligation exceed total estimates of revenue to be earned, a provision for the entire loss on the performance obligation is recognized in the period the loss is determined.

 

Performance Obligations Satisfied Over Time

To determine the proper revenue recognition method for contracts for our Energy segment, we evaluate whether a single contract should be accounted for as more than one performance obligation. This evaluation requires significant judgment and the decision to separate the single contract into multiple performance obligations could change the amount of revenue and profit recorded in a given period.

 

For most of our contracts, the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted for as one performance obligation. Less commonly, however, we may promise to provide distinct goods or services within a contract in which case we separate the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, we allocate the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. We infrequently sell standard products with observable standalone sales. In cases where we do, the observable standalone sales are used to determine the standalone selling price. More frequently, we sell a customized customer specific solution, and in these cases we typically use the expected cost plus a margin approach to estimate the standalone selling price of each performance obligation.

 

Performance Obligations Satisfied at a Point in Time.

Revenue from goods and services transferred to customers at a single point in time accounted for 87% of revenues for the six-month period ended June 30, 2018. The majority of our revenue recognized at a point in time is in our Power and Electromechanical segment. Revenue on these contracts is recognized when the product is shipped and the customer takes ownership of the product. Determination of ownership and control transfer is determined by shipping terms delineated on the customer purchase orders.

 

Variable Consideration

The nature of our contracts gives rise to several types of variable consideration, including new product returns and scrap returns allowances primarily in our Power and Electromechanical segment. In rare instances in our Energy segment, we include in our contract estimates, additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. We include new product introduction and scrap return estimates in our calculation of net revenue when there is a basis to reasonably estimate the amount of the returns. These estimates are based on historical return experience, anticipated returns and our best judgment at the time. Because of our certainty in estimating these amounts, they are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations.

 

15

 

The following table presents our revenues disaggregated by revenue source for the three months ended June 30, 2018:

 

(in thousands)

 

Power and

Electromechanical

   

Energy

   

Total

 
                         

Distributor sales

  $ 12,161     $     $ 12,161  

Direct Sales

    8,159       2,807       10,966  

Total revenues

  $ 20,320     $ 2,807     $ 23,127  

 

The following table presents our revenues disaggregated by revenue source for the six months ended June 30, 2018:

 

 

(in thousands)

 

Power and

Electromechanical

   

Energy

   

Total

 
                         

Distributor sales

  $ 21,778     $     $ 21,778  

Direct Sales

    15,562       7,753       23,315  

Total revenues

  $ 37,340     $ 7,753     $ 45,093  

 

The following table presents our revenues disaggregated by timing of revenue recognition for the three months ended June 30, 2018:

 

(in thousands)

 

Power and

Electromechanical

   

Energy

   

Total

 
                         

Revenues recognized at point in time

  $ 20,320     $ 886     $ 21,206  

Revenues recognized over time

          1,921       1,921  

Total revenues

  $ 20,320     $ 2,807     $ 23,127  

 

The following table presents our revenues disaggregated by timing of revenue recognition for the six months ended June 30, 2018:

 

(in thousands)

 

Power and

Electromechanical

   

Energy

   

Total

 
                         

Revenues recognized at point in time

  $ 37,340     $ 1,933     $ 39,273  

Revenues recognized over time

          5,820       5,820  

Total revenues

  $ 37,340     $ 7,753     $ 45,093  

 

16

 

The following table presents our revenues disaggregated by region for the three months ended June 30, 2018:

 

(in thousands)

 

Power and

Electromechanical

   

Energy

   

Total

 
                         

North America

  $ 15,057     $ 728     $ 15,785  

Europe

    1,098       2,058       3,156  

Asia

    4,130       5       4,135  

Other

    35       16       51  

Total revenues

  $ 20,320     $ 2,807     $ 23,127  

 

The following table presents our revenues disaggregated by region for the six months ended June 30, 2018:

 

(in thousands)

 

Power and

Electromechanical

   

Energy

   

Total

 
                         

North America

  $ 28,089     $ 2,093     $ 30,182  

Europe

    2,192       5,582       7,774  

Asia

    6,949       35       6,984  

Other

    110       43       153  

Total revenues

  $ 37,340     $ 7,753     $ 45,093  

 

17

 

 

4. INVENTORIES

 

Inventories consist of raw materials, work-in-process and finished goods and are stated at the lower of cost or market using the first-in, first-out (FIFO) method or through the moving average cost method. At June 30, 2018 and December 31, 2017, accrued liabilities included $1.7 million and $1.3 million of accrued inventory payable, respectively. At June 30, 2018 and December 31, 2017, inventory by category is valued net of reserves and consists of:

 

 

   

June 30,

   

December 31,

 

(in thousands)

 

2018

   

2017

 

Finished goods

  $ 8,969     $ 10,792  

Raw materials

    3,331       3,287  

Work-in-process

    3,431       759  

Inventory reserves

    (1,047

)

    (946

)

                 

Total inventories

  $ 14,684     $ 13,892  

 

 

5. PREPAID EXPENSES, DEPOSITS AND OTHER

 

   

June 30,

   

December 31,

 

(in thousands)

 

2018

   

2017

 

Prepaid expenses and other

  $ 1,113     $ 1,593  

Deposits and other assets

  $ 1,820     $ 1,865  

 

During the second quarter of 2017, prepaid royalties in the amount of $1.6 million were transferred to long-term and included in Deposits and other assets from prepaid expenses due to a change in the estimated period of when those prepayments will be amortized based upon management’s assessment of future GasPT sales. At June 30, 2018 and December 31, 2017, there were $1.7 million and $1.8 million of prepaid royalties included in Deposits and other assets, respectively.

 

 

6. GOODWILL AND INDEFINITE-LIVED INTANGIBLES

 

The Company tests for impairment of indefinite-lived intangibles and Goodwill in the second quarter of each year and when events or circumstances indicate that the carrying amount of Goodwill exceeds its fair value and may not be recoverable. The Company’s qualitative assessment of impairment for indefinite-lived assets at May 31, 2018, followed the guidance in ASC 350-30-35-18A and 18B and determined there was no impairment of indefinite-lived intangibles at that time.

 

Under current accounting guidance, CUI Global is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. The guidance includes a number of factors to consider in conducting the qualitative assessment. The Company tests for goodwill impairment in the second quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable.

 

As detailed in ASC 350-20-35-3A, in performing its testing for impairment of goodwill as of May 31, 2018, management completed a qualitative analysis to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. To complete the qualitative review, management follows the steps in ASC 350-20-35-3C to evaluate the fair values of the goodwill and considers all known events and circumstances that might trigger an impairment of goodwill.

 

During our review of goodwill as of May 31, 2018, the Company determined that there were indicators present to suggest that it was more likely than not that the fair value of the Orbital-UK reporting unit was less than its carrying amount.

 

The significant changes for the Orbital-UK reporting unit subsequent to the most recent impairment test performed as of December 31, 2017 included a decline in the 2018 actual revenue, operating income and cash flows compared to prior forecasts for the same period and a negative change in the 2018 forecasted revenue, operating income and cash flows for the remainder of the year due in part to the longer than expected temporary halt in shipping of its GasPT product to a major customer in Italy and market uncertainty due to the continuing effects of Brexit.

 

To test the Orbital-UK reporting unit for impairment as of May 31, 2018, the Company used a quantitative test. The Company estimated the fair value of the Orbital-UK reporting unit using a blend of a market approach and an income approach, which was deemed to be the most indicative of fair value in an orderly transaction between market participants. Under the income approach, the Company determined fair value based on estimated future cash flows of the Orbital-UK reporting unit discounted by an estimated weighted-average cost of capital, reflecting the overall level of inherent risk of the Orbital-UK reporting unit and the rate of return an outside investor would expect to earn. The Company based its cash flow projections for the Orbital-UK reporting unit using a forecast of cash flows and a terminal value developed by capitalizing an assumed stabilized cash flow figure. The forecast and related assumptions were derived from an updated financial forecast prepared during the second quarter of 2018. Under the market approach, appropriate valuation multiples were derived from the historical operating data of selected guideline companies. The valuation multiples were evaluated and adjusted based on the strengths and weaknesses of the Company relative to the selected guideline companies and the multiple was then applied to the appropriate operating data of the Company to arrive at an indication of fair market value. As a result of the analysis, the Company concluded that the carrying value of the Orbital-UK reporting unit exceeded its estimated fair value. The quantitative test for the Orbital-UK reporting unit resulted in an impairment for the Orbital-UK reporting unit, and the Company recorded a goodwill impairment charge of $1.3 million during the second quarter of 2018.

 

The remaining goodwill related to the Orbital-UK reporting unit as of June 30, 2018 and December 31, 2017 was $3.2 million and $4.5 million, respectively, which is included in the Energy segment. As of June 30, 2018, there was also goodwill remaining for CUI Inc., CUI-Canada and CUI-Japan reporting units, which are included in the Power and Electromechanical segment.

 

18

 

The carrying value of goodwill and the activity for the six months ended June 30, 2018 are as follows:

 

(in thousands)

 

Power and

Electro -

Mechanical

   

Energy

   

Other

   

Total

 

Balance, December 31, 2017

  $ 13,092     $ 4,549     $     $ 17,641  

Currency translation adjustments

    (1

)

    (89

)

          (90

)

Goodwill impairment

          (1,263

)

          (1,263

)

Balance, June 30, 2018

  $ 13,091     $ 3,197     $     $ 16,288  

 

 

7. INVESTMENT AND NOTE RECEIVABLE

 

During the three months ended March 31, 2016, CUI Global's 8.5% ownership investment in Test Products International, Inc. ("TPI"), recognized under the cost method, was exchanged for a note receivable from TPI of $0.4 million ($0.3 million balance at June 30, 2018 and December 31, 2017), which was the carrying value of the investment, earning interest at 5% per annum, due June 30, 2019. The Company recorded $4 thousand and $4 thousand of interest income from the note in the three months ended June 30, 2018 and 2017, respectively. The Company recorded $9 thousand and $9 thousand of interest income from the note in the six months ended June 30, 2018 and 2017, respectively. The interest receivable is settled on a quarterly basis via a non-cash offset against the finders-fee royalties earned by TPI on GasPT sales. Any remaining finders-fee royalties balance is offset against the note receivable quarterly. The Company also received a $19 thousand cash payment against the note in the six months ended June 30, 2017. CUI Global reviewed the note receivable for non-collectability as of June 30, 2018 and concluded that no allowance was necessary. For more details on this investment see Note 2 - Summary of Significant Accounting policies to CUI Global's financial statements filed in Item 8 of the Company's latest Form 10-K filed with the SEC on March 14, 2018.

 

 

8. DERIVATIVE INSTRUMENTS

 

The Company uses various derivative instruments including forward currency contracts, and interest rate swaps to manage certain exposures. These instruments are entered into under the Company’s corporate risk management policy to minimize exposure and are not for speculative trading purposes. The Company recognizes all derivatives as either assets or liabilities in the condensed consolidated balance sheet and measures those instruments at fair value. Changes in the fair value of derivatives are recognized in earnings. For additional information on fair value of derivatives, see Note 12, “Investments and Fair Value Measurements,” of these condensed consolidated financial statements. The Company has limited involvement with derivative instruments and does not trade them. The Company has entered into one interest rate swap, which has a maturity date of ten years from the date of inception, and is used to minimize the interest rate risk on the variable rate mortgage. During the three and six months ended June 30, 2018, the Company had $42 thousand and $126 thousand, respectively of unrealized gain related to the derivative liabilities. During the three and six months ended June 30, 2017, the Company had $2 thousand and $35 thousand, respectively of unrealized gain related to the derivative liabilities.

 

Embedded Derivative Liabilities

The Company evaluates embedded conversion features pursuant to FASB Accounting Standards Codification No. 815 (“FASB ASC 815”), “Derivatives and Hedging,” which requires a periodic valuation of the fair value of derivative instruments and a corresponding recognition of liabilities associated with such derivatives.

 

 

9. STOCK-BASED PAYMENTS FOR COMPENSATION, SERVICES AND ROYALTIES

 

The Company records its stock-based compensation expense under its stock option plans and the Company also issues stock for services and royalties. A detailed description of the awards under these plans and the respective accounting treatment is included in the “Notes to the Consolidated Financial Statements” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and filed with the SEC on March 14, 2018. The Company did not grant any stock options in the three and six months ended June 30, 2018. For the three and six months ended June 30, 2018, the Company recorded stock-based expense of $80 thousand and $146 thousand, respectively and for the three and six months ended June 30, 2017, the Company recorded stock-based expense of $113 thousand and $204 thousand, respectively.

 

19

 

 

10. SEGMENT REPORTING

 

Operating segments are defined in accordance with ASC 280-10 as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. The measurement basis of segment profit or loss is income (loss) from operations.

 

Management has identified six operating segments based on the activities of the Company in accordance with the ASC 280-10. These operating segments have been aggregated into two reportable segments, and an Other category. The two reportable segments are Power and Electromechanical and Energy. The Power and Electromechanical segment is focused on the operations of CUI, CUI-Canada and CUI Japan for the sale of internal and external power supplies, related components and industrial controls. The Power and Electromechanical segment also includes CUI Properties, LLC that owns the Company's Tualatin, Oregon facility. The Energy segment is focused on the operations of Orbital Gas Systems Ltd. and Orbital Gas Systems, North America, Inc. which includes gas related test and measurement systems, including the GasPT. The Other category represents the remaining activities that are not included as part of the other reportable segments and represents primarily corporate activity.

 

During the three months ended June 30, 2018, the Company’s total revenues consisted of 88% from the Power and Electromechanical segment and 12% from the Energy segment. During the three months ended June 30, 2017, the Company's total revenues consisted of 81% from the Power and Electromechanical segment and 19% from the Energy segment. During the six months ended June 30, 2018, the Company's total revenues consisted of 83% from the Power and Electromechanical segment and 17% from the Energy segment. During the six months ended June 30, 2017, the Company's total revenues consisted of 79% from the Power and Electromechanical segment and 21% from the Energy segment.

 

The following information represents segment activity for the three months ended June 30, 2018 and selected balance sheet items as of June 30, 2018:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Revenues from external customers

  $ 20,320     $ 2,807     $     $ 23,127  

Depreciation and amortization(1)

    376       397             773  

Interest expense

    53       5       66       124  

Profit (loss) from operations

    1,962       (4,900

)

    (1,231

)

    (4,169

)

Segment assets

    50,194       25,005       6,318       81,517  

Other intangible assets, net

    8,757       6,094             14,851  

Goodwill

    13,091       3,197             16,288  

Expenditures for long-lived assets (2)

    350       93             443  

 

20

 

The following information represents segment activity for the six months ended June 30, 2018 and selected balance sheet items as of June 30, 2018:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Revenues from external customers

  $ 37,340     $ 7,753     $     $ 45,093  

Depreciation and amortization (1)

    741       762             1,503  

Interest expense

    106       7       125       238  

Profit (loss) from operations

    1,971       (7,425

)

    (2,494

)

    (7,948

)

Segment assets

    50,194       25,005       6,318       81,517  

Other intangible assets, net

    8,757       6,094             14,851  

Goodwill

    13,091       3,197             16,288  

Expenditures for segment assets (2)

    670       166             836  

 

 

(1) For the Power and Electromechanical segment, for the three and six months ended June 30, 2018, depreciation and amortization includes $220 thousand and $421 thousand, respectively, classified as cost of revenues in the Condensed Consolidated Statements of Operations.

(2) Includes purchases of property, plant and equipment and the investment in other intangible assets.

 

The following information represents segment activity for the three months ended June 30, 2017 and selected balance sheet items as of June 30, 2017:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Revenues from external customers

  $ 18,180     $ 4,320     $     $ 22,500  

Depreciation and amortization (1)

    394       333             727  

Interest expense

    59       1       61       121  

Profit (loss) from operations

    1,629       (2,001

)

    (1,278

)

    (1,650

)

Segment assets

    49,385       29,973       348       79,706  

Other intangibles assets, net

    9,093       6,866             15,959  

Goodwill

    13,090       7,422             20,512  

Expenditures for segment assets (2)

    425       118             543  

 

The following information represents segment activity for the six months ended June 30, 2017 and selected balance sheet items as of June 30, 2017:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Revenues from external customers

  $ 31,842     $ 8,503     $     $ 40,345  

Depreciation and amortization (1)

    775       652             1,427  

Interest expense

    113       1       123       237  

Profit (loss) from operations

    1,095       (4,265

)

    (2,490

)

    (5,660

)

Segment assets

    49,385       29,973       348       79,706  

Other intangibles assets, net

    9,093       6,866             15,959  

Goodwill

    13,090       7,422             20,512  

Expenditures for segment assets (2)

    629       183             812  

 

(1) For the Power and Electromechanical segment, depreciation and amortization totals for the three and six months ended June 30, 2017, include $163 thousand and $312 thousand, respectively, classified as cost of revenues in the Condensed Consolidated Statements of Operations.

(2) Includes purchases of property plant and equipment and the investment in other intangible assets.

 

21

 

The following represents revenue by country:

 

(dollars in thousands)

 

For the Three Months Ended June 30,

 
   

2018

   

2017

 
   

Amount

   

%

   

Amount

   

%

 

USA

  $ 15,269       66

%

  $ 14,465       64

%

United Kingdom

    2,034       9

%

    3,717       17

%

All Others

    5,824       25

%

    4,318       19

%

Total

  $ 23,127       100

%

  $ 22,500       100

%

 

 

(dollars in thousands)

 

For the Six Months Ended June 30,

 
   

2018

   

2017

 
   

Amount

   

%

   

Amount

   

%

 

USA

  $ 29,076       64

%

  $ 24,578       61

%

United Kingdom

    5,394       12

%

    6,800       17

%

All Others

    10,623       24

%

    8,967       22

%

Total

  $ 45,093       100

%

  $ 40,345       100

%

 

 

11. RECENT ACCOUNTING PRONOUNCEMENTS

 

See Note 3 - Revenue from Contracts with Customers.

 

In June 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting ("ASU 2018-07"). These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The guidance will be effective for the fiscal year beginning after December 15, 2018, including interim periods within that year. The Company is currently assessing the impact of this ASU on its consolidated financial statements and will adopt the standard in 2019.

 

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 is intended to provide financial statement users with more useful information about expected credit losses on financial assets held by a reporting entity at each reporting date. The new standard replaces the existing incurred loss impairment methodology with a methodology that requires consideration of a broader range of reasonable and supportable forward-looking information to estimate all expected credit losses. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2019 and early adoption is permitted for fiscal years and interim periods within those years beginning after December 15, 2018. The Company is currently assessing the impact of this ASU on its consolidated financial statements.

 

22

 

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (‘‘ASU 2016-02’’). ASU 2016-02 requires lessees to present right-of-use assets and lease liabilities (with the exception of short-term leases) on the balance sheet. The new guidance will be effective for public business entities for fiscal years beginning after December 15, 2018 including interim periods within that fiscal year. We are currently evaluating the impact of the Company’s pending adoption of ASU 2016-02 on the Company’s consolidated financial statements and will adopt the standard in 2019.

 

 

12. INVESTMENTS AND FAIR VALUE MEASUREMENTS

 

The Company’s fair value hierarchy for its cash equivalents, marketable securities and derivative instruments, including contingent consideration, as of June 30, 2018 and December 31, 2017, respectively, was as follows:

 

(in thousands)

                               

June 30, 2018

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Money market securities

  $ 16     $     $     $ 16  

Certificates of Deposit

    523                   523  

Total assets

  $ 539     $     $     $ 539  

Derivative instrument payable

  $     $ 230     $     $ 230  

Total liabilities

  $     $ 230     $     $ 230  

 

December 31, 2017

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Money market securities

  $ 16     $     $     $ 16  

Total assets

  $ 16     $     $     $ 16  

Derivative instrument payable

  $     $ 356     $     $ 356  

Contingent consideration

                45       45  

Total liabilities

  $     $ 356     $ 45     $ 401  

 

 

Fair Value Measurements

       

Using Significant Unobservable Inputs (Level 3)

       

(in thousands)

 

Contingent

consideration

 

Balance at December 31, 2017

  $ 45  

Payments

    (45

)

Fair value adjustments

     

Balance at June 30, 2018

  $  

 

 

There were no transfers between Level 3 and Level 2 in 2018 as determined at the end of the reporting period. The contingent consideration liability is associated with the acquisition of Tectrol in March 2015 and represents the present value of the expected future contingent payment based on revenue projections of select Tectrol legacy products. The inputs used to measure contingent consideration are classified as Level 3 within the valuation hierarchy. The valuation is not supported by market criteria and reflects the Company’s internal revenue forecasts. Since the valuation is not supported by market criteria, the valuation is completely dependent on unobservable inputs. During quarterly updates of the valuation, the calculation of the value is based on actual and reasonably estimated future revenues. The final amount of contingent consideration of $45 thousand was paid out during the six months ended June 30, 2018.

 

23

 

 

13. LOSS PER COMMON SHARE

 

In accordance with FASB Accounting Standards Codification Topic 260 (“FASB ASC 260”), “Earnings per Share,” basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of diluted shares outstanding during the period calculated using the treasury stock method. Due to the Company’s net loss in the three and six months ended June 30, 2018 and June 30, 2017, the assumed exercise of stock options using the treasury stock method would have had an antidilutive effect and therefore 1.0 million shares related to stock options were excluded from the computation of diluted net loss per share for both the three and six months ended June 30, 2018 and 2017. Accordingly, diluted net loss per share is the same as basic net loss per share for the three and six months ended June 30, 2018 and 2017.

 

(in thousands, except share and per share amounts)

 

For the Three

Months Ended

June 30,

   

For the Six

Months Ended

June 30,

 
   

2018

   

2017

   

2018

   

2017

 

Net loss

  $ (4,765

)

  $ (1,568

)

  $ (8,027

)

  $ (5,422

)

Basic and diluted weighted average number of shares outstanding

    28,506,154       20,967,957       28,497,146       20,958,656  
                                 

Basic and diluted loss per common share

  $ (0.17

)

  $ (0.07

)

  $ (0.28

)

  $ (0.26

)

 

 

14. CAPITALIZED INTEREST

 

The cost of constructing facilities, equipment and project assets includes interest costs incurred during the assets’ construction period. The components of interest expense and capitalized interest are as follows:

 

(in thousands)  

For the Three

Months Ended

June 30,

   

For the Six

Months Ended

June 30,

 
   

2018

   

2017

   

2018

   

2017

 

Interest cost incurred

  $ 125     $ 126     $ 246     $ 246  

Interest cost capitalized - property and equipment and other intangible assets

    (1

)

    (5

)

    (8

)

    (9

)

Interest expense, net

  $ 124     $ 121     $ 238     $ 237  

 

 

15. INCOME TAXES

 

The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. The Company continues to record a full valuation allowance against the Company’s U.S. net deferred tax assets as it is not more likely than not that the Company will realize a benefit from these assets in a future period. During the three months ended June 30, 2018, the Company recorded a valuation allowance of $0.6 million against the Company's foreign UK net deferred tax assets as it is not more likely than not that the Company will realize a benefit from those assets in a future period. In future periods, tax benefits and related deferred tax assets will be recognized when management concludes realization of such amounts is more likely than not.

 

A net income tax expense (benefit) of $164 thousand and $(137) thousand was recorded to the income tax provision for the three and six months ended June 30, 2018, respectively, resulting in an effective tax rate of (3.6)% and 1.7%, respectively. The income tax benefit for the six months ended June 30, 2018 primarily relates to realizable benefits on losses in certain foreign jurisdictions offset by taxes on profitable foreign operations, domestic state minimum taxes and a valuation allowance on the net deferred tax assets of the foreign UK operations. The income tax expense for the three months ended June 30, 2018 primarily consists of taxes on profitable foreign operations, domestic state minimum taxes, and a valuation allowance on the net deferred tax assets of the foreign UK operations. All of our USA and the foreign UK net deferred tax assets were reduced by a valuation allowance.

 

The Company’s total income tax benefit and effective tax rate for the three and six months ended June 30, 2017 was $157 thousand and $383 thousand, respectively for resulting in an effective tax rate of 9.1% and 6.6%, respectively. The income tax benefit for the three months and six months ended June 30, 2017 related to realizable benefits on losses in certain foreign jurisdictions offset by taxes on profitable foreign operations and domestic state minimum taxes. All of our USA and the foreign UK deferred tax assets were reduced by a valuation allowance.

 

24

 

 

16. WORKING CAPITAL LINE OF CREDIT AND OVERDRAFT FACILITY

 

During the period ended June 30, 2018, the Company’s wholly owned subsidiary, CUI, Inc., maintained a two-year revolving Line of Credit (LOC) with Wells Fargo Bank with the following terms:

 

(in thousands)

       

Credit Limit

 

June 30,

2018

Balance

 

Expiration Date

 

Interest rate

$

4,000

 

$

0 (1)  

June 1, 2019

Fixed rate at 2.25% above the LIBOR in effect on the first day of the applicable fixed-rate term, or

           

Variable rate at 2.25% above the daily one-month LIBOR rate.

 

(1) As a result of the Company’s cash management system, checks issued but not presented to the bank for payment may create negative book cash balances. When those checks are presented for payment if there isn't sufficient cash in the bank account, the checks would be honored by the bank with a corresponding increase to CUI's draw on its line of credit. There were no negative book cash balances included in the balance on the line of credit as of June 30, 2018.

 

The line of credit is secured by the following collateral via a security agreement with CUI Inc. and CUI-Canada at June 30, 2018:

 

(in thousands)

 

CUI Inc. and CUI-Canada General intangibles, net

  $ 8,756  

CUI Inc. and CUI-Canada Accounts receivable, net

  $ 9,741  

CUI Inc. and CUI-Canada Inventory, net

  $ 9,771  

CUI Inc. and CUI-Canada Equipment, net

  $ 1,691  

 

 

The borrowing base for the line of credit is based on a percent of CUI Inc. and CUI-Canada's inventory plus a percent of CUI Inc.'s accounts receivable.

 

CUI Global, Inc., the parent company, is a payment guarantor of the LOC. Other terms included in this revolving line of credit for CUI limit capital expenditures by CUI Inc. and CUI-Canada to $1.75 million in any fiscal year. The LOC is supported by a single long-term note that does not require repayment until maturity although the Company at its option can repay and re-borrow amounts up to the LOC limit. The LOC contains certain financial covenants. The Company was in compliance with the financial covenants as of June 30, 2018. At June 30, 2018, there was a $0 million balance outstanding on the LOC and $4.0 million of credit was available.

 

25

 

On October 5, 2016, Orbital Gas Systems Ltd. signed a five-year agreement with the London branch of Wells Fargo Bank N.A. for a multi-currency variable rate overdraft facility with the following terms:

 

(in thousands)

       
         

Credit Limit

 

June 30, 2018 Balance

 

Expiration Date

 

Interest rate

             

£1,500 pounds sterling ($1,980 at June 30, 2018)

 

$

736  

October 5, 2021

 

Base rate plus a 2.25% margin (2.5% as of June 30, 2018)

 

The London branch of Wells Fargo Bank N.A. can demand repayment of amounts on overdraft at any time. The overdraft facility is primarily secured by land, equipment, intellectual property rights, and rights to potential future insurance proceeds held by Orbital Gas Systems Ltd.

 

 

17. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The components of accumulated other comprehensive income (loss) are as follows:

 

(in thousands)

 

As of June 30,

   

As of December 31,

 
   

2018

   

2017

 

Foreign currency translation adjustment

  $ (3,892

)

  $ (3,510

)

                 

Accumulated other comprehensive income (loss)

  $ (3,892

)

  $ (3,510

)

 

 

18. NOTES PAYABLE

 

Notes payable is summarized as follows:

 

(in thousands)

 

As of June 30,

2018

   

As of

December 31,

2017

 

Mortgage note payable (1)

  $ 3,303     $ 3,350  

Acquisition Note Payable - related party (2)

    5,304       5,304  

Ending Balance

  $ 8,607     $ 8,654  

 

(1)

On October 1, 2013, the funding of the purchase of the Company’s Tualatin, Oregon corporate offices from Barakel, LLC was completed. The purchase price for this asset was $5.1 million. The purchase was funded, in part, by a promissory note payable to Wells Fargo Bank in the amount of $3.7 million plus interest at the rate of 2% above LIBOR, payable over ten years with a balloon payment due at maturity. It was secured by a deed of trust on the purchased property which was executed by CUI Properties, LLC and guaranteed by CUI Global, Inc. During the six months ended June 30, 2018, the Company made principal payments of $47 thousand against the mortgage promissory note payable. At June 30, 2018, the balance owed on the mortgage promissory note payable was $3.3 million, of which $96 thousand and $3.2 million were in current and long-term liabilities, respectively. See Note 16, Working Capital Line of Credit and Overdraft Facility, for more information on the Company's debt covenants.

 

(2)

The note payable to International Electronic Devices, Inc. (formerly CUI, Inc.) is associated with the acquisition of CUI, Inc. The promissory note is due May 15, 2020 and includes a 5% interest rate per annum, with interest payable monthly and the principal due as a balloon payment at maturity. The note contains a contingent conversion feature, such that in the event of default on the note the holder of the note can, at the holder’s option, convert the note principal into common stock at $0.001 per share. As of June 30, 2018, the Company is in compliance with all terms of this promissory note and the conversion feature is not effective.

 

26

 

 

19. CONCENTRATIONS

 

The Company's major product lines are natural gas infrastructure and high-tech solutions in the Energy segment and power and electromechanical products in the Power and Electromechanical segment. The Company had the following revenue concentrations by customer greater than 10% of consolidated revenue:

 

For the three months ended June 30, 2018:

           

Customer

 

Segment

 

Percent

 

Digi-Key Electronics

 

Power and Electromechanical

    26

%

Future Electronics

 

Power and Electromechanical

    14

%

Total concentrations

    40

%

 

For the three months ended June 30, 2017:

           

Customer

 

Segment

 

Percent

 

Digi-Key Electronics

 

Power and Electromechanical

    28

%

Future Electronics

 

Power and Electromechanical

    10

%

Total concentrations

    38

%

 

 

For the six months ended June 30, 2018:

           

Customer

 

Segment

 

Percent

 

Digi-Key Electronics

 

Power and Electromechanical

    26

%

Future Electronics

 

Power and Electromechanical

    13

%

Total concentrations

    39

%

 

For the six months ended June 30, 2017:

           

Customer

 

Segment

 

Percent

 

Digi-Key Electronics

 

Power and Electromechanical

    26

%

Total concentrations

    26

%

 

 

The Company had the following geographic revenue concentrations outside the U.S.A greater than 10% of consolidated revenue:

 

For the three months ended June 30, 2018:

       

Country

 

Percent

 

None

   

%

 

For the three months ended June 30, 2017:

       

Country

 

Percent

 

United Kingdom

    17

%

Total concentrations

    17

%

 

27

 

For the six months ended June 30, 2018:

       

Country

 

Percent

 

United Kingdom

    12 %

Total concentrations

    12 %

 

For the six months ended June 30, 2017:

       

Country

 

Percent

 

United Kingdom

    17 %

Total concentrations

    17 %

 

The Company had the following gross trade accounts receivable concentrations by customer greater than 10% of gross trade accounts receivable:

 

As of June 30, 2018

           

Customer

 

Segment

 

Percent

 

Digi-Key Electronics

 

Power and Electromechanical

    18

%

Total concentrations

    18

%

 

As of December 31, 2017

           

Customer

 

Segment

 

Percent

 

GL Industrial Services UK Ltd.

 

Energy

    11

%

Digi-Key Electronics

 

Power and Electromechanical

    10

%

Total concentrations

    21

%

 

 

The Company had the following geographic concentrations of gross trade accounts receivable outside of the U.S.A greater than 10% of gross trade accounts receivable:

 

As of June 30, 2018:

       

Country

 

Percent

 

United Kingdom

    16 %

Total concentrations

    16 %

 

As of December 31, 2017:

       

Country

 

Percent

 

United Kingdom

    28 %

Canada

    11 %

Total concentrations

    39 %

 

CUI had one supplier concentration of approximately 10% during the three months ended June 30, 2018. There were no supplier concentrations in the six months ended June 30, 2018. CUI had one supplier concentration of approximately 16% and 13% for the three and six months ended June 30, 2017.

 

28

 

 

20. OTHER EQUITY TRANSACTIONS

 

The following shares issued during 2018 were recorded in expense using the grant-date fair value of the stock:

 

Date of

issuance

   

Type of

issuance

   

Expense/

Prepaid/

Cash

   

Stock

issuance

recipient

   

Reason for

issuance

   

Total no. of

shares

   

Grant date

fair value

recorded at

issuance (in

thousands)

 
                                           

January and April 2018

   

Vested restricted common stock

   

Expense

   

Four board members

   

Director compensation

      37,336     $ 100  
                                           
                                                   

January 2018

   

Common stock

   

Expense

   

Employee

   

Approved bonuses

      60,862       163  (1)
                                                   

Total other equity transactions

                      98,198     $ 263  (2)

 

(1) Bonus was accrued and expensed in 2017.

(2) Total excludes $18 thousand of stock compensation related to royalties and a stock bonus, which were earned and included in equity but not issued and outstanding as of June 30, 2018.

 

 

21.     Subsequent Event

 

During July 2018, CUI Global made an investment of $0.5 million in a convertible note receivable with Virtual Power Systems (“VPS”) to support the two companies’ continued collaboration and development of industry transforming Software Defined Power technologies.

 

29

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Important Note about Forward-Looking Statements

The following discussion and analysis should be read in conjunction with the Company’s unaudited condensed consolidated financial statements as of June 30, 2018 and notes thereto included in this document and the audited consolidated financial statements in the Company’s 10-K filing for the period ended December 31, 2017 and the notes thereto. In addition to historical information, the following discussion and other parts of this Form 10-Q contain forward-looking information that involves risks and uncertainties. The Company’s actual results could differ materially from those anticipated by such forward-looking information due to factors discussed elsewhere in this Form 10-Q.

 

The statements that are not historical constitute “forward-looking statements.” Said forward-looking statements involve risks and uncertainties that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements, express or implied by such forward-looking statements. These forward-looking statements are identified by their use of such terms and phrases as "expects,” “intends,” “goals,” “estimates,” “projects,” “plans,” “anticipates,” “should,” “future,” “believes,” and “scheduled.”

 

The variables which may cause differences include, but are not limited to, the following: general economic and business conditions; changes in regulatory environment; competition; success of operating initiatives; operating costs; advertising and promotional efforts; the existence or absence of adverse publicity; changes in business strategy or development plans; the ability to retain management; availability, terms and deployment of capital; business abilities and judgment of personnel; availability of qualified personnel; labor and employment benefit costs; availability and costs of raw materials and supplies; and changes in, or failure to comply with various government regulations. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate; therefore, there can be no assurance that the forward-looking statements included in this Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any person that the objectives and expectations of the Company will be achieved.

 

Overview

CUI Global is a platform company dedicated to maximizing shareholder value through the acquisition and development of innovative companies, products and technologies. Through its subsidiaries, CUI Global has built a diversified portfolio of industry leading technologies that touch many markets.

 

For the three and six months ended June 30, 2018, CUI Global had consolidated loss from operations of $4.2 million and $7.9 million, respectively, compared to consolidated loss from operations in the three and six months ended June 30, 2017 of $1.7 million and $5.7 million, respectively. During the three and six months ended June 30, 2018, CUI Global had consolidated net loss of $4.8 million and $8.0 million, respectively, compared to a consolidated net loss in the three and six months ended June 30, 2017 of $1.6 million and $5.4 million, respectively. The higher consolidated losses for the three and six months ended June 30, 2018, was the result of lower revenue and gross profit in the Energy segment related to lower overall sales and an impairment of Goodwill in the Energy segment of $1.3 million. The Energy segment has not experienced the anticipated sales of gas related metering, monitoring and control systems, including GasPts that is forecasted for later this year. Less favorable results in the Energy segment were partially offset by improved revenues and gross profit in the Power and Electromechanical segment for both the three and six month periods due to higher distributor sales volume. On the strength of the Power and Electromechanical distributor revenues, which increased 26% over Q1 distributor revenues, consolidated revenues increased for both the three and six month periods.

 

30

Table of Contents

 

The first six months were remarkable for the continued development of the Power and Electromechanical segment's Intelligent Control of Energy ("ICE") based line of products, utilizing Virtual Power Systems ("VPS") software, successfully receiving UL 9540 certification for our Intelligent Control of Energy (ICE) Block technology and our first order for an ICE Block Data Center Power Utilization Solution Valued at $2.9 Million.

 

Results of Operations

The following tables set forth, for the period indicated, certain financial information regarding revenue and costs by segment.

 

For the three months ended June 30, 2018:

 

(dollars in thousands)

 

Power and Electro- mechanical

   

Percent of Segment Revenues

   

Energy

   

Percent of Segment Revenues

   

Other

   

Percent of Segment Revenues

   

Total

   

Percent of Total Revenues

 
   

$

   

%

   

$

   

%

   

$

   

%

   

$

   

%

 

Total revenues

  $ 20,320       100.0

%

  $ 2,807