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

cui20190630_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, 2019

 

OR

 

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

 

For the transition period from _______ to ______

 

Commission File 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 every Interactive Data File required to be submitted 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 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  ☐

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 28,680,260 shares of the registrant's common stock, par value $0.001 per share, issued and outstanding as of August 14, 2019.

 

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

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value.

CUI

Nasdaq Capital Market

 

 

 

 

 

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 Statements 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

33
 

Overview

33
 

Results of Operations

34
 

Liquidity and Capital Resources

41

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

45

Item 4.

Controls and Procedures

47
 

Part II

 
     

Item 1.

Legal Proceedings

47

Item 1A.

Risk Factors

48

Item 2.

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

48

Item 5.

Other Information

48

Item 6.

Exhibits

48
 

Exhibit Index

48
 

Signatures

49

 

1

 

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)

 

2019

   

2018

 
   

(Unaudited)

   

(See Note 1)

 

Assets:

               

Current Assets:

               

Cash and cash equivalents

  $ 2,635     $ 3,979  

Trade accounts receivable, net of allowance of $202 and $167, respectively

    14,333       14,416  

Inventories

    12,361       13,042  

Contract assets

    2,876       1,744  

Note receivable, current portion

          318  

Prepaid expenses and other current assets

    1,579       1,982  

Total current assets

    33,784       35,481  
                 

Property and equipment, less accumulated depreciation of $4,305 and $4,234, respectively

    5,064       5,973  

Investment in VPS - equity method

    5,552        

Right of use assets - Operating leases

    7,238        

Goodwill

    13,094       13,089  

Other intangible assets, less accumulated amortization of $13,986 and $13,190, respectively

    13,028       13,861  

Restricted cash

    523       523  

Convertible note receivable

          655  

Deposits and other assets

    852       585  

Total assets

  $ 79,135     $ 70,167  
                 

Liabilities and Stockholders' Equity:

               

Current Liabilities:

               

Accounts payable

  $ 8,511     $ 6,480  

Short-term overdraft facility

          1,344  

Line of credit

          979  

Note payable, related party

    5,304        

Operating lease obligations - current portion

    992        

Accrued expenses

    5,709       4,851  

Contract liabilities

    2,069       2,226  

Refund liabilities

    2,164       2,417  

Deferred gain on leaseback, current portion

          289  

Total current liabilities

    24,749       18,586  
                 

Line of credit

    6,450        

Long term note payable, related party

          5,304  

Operating lease obligations, less current portion

    6,426        

Deferred tax liabilities

    1,914       1,922  

Deferred gain on leaseback, less current portion

          2,599  

Other long-term liabilities

    161       218  

Total liabilities

    39,700       28,629  
                 

Commitments and contingencies

               
                 

Stockholders' Equity:

               

Preferred stock, par value $0.001; 10,000,000 shares authorized; no shares issued at June 30, 2019 or December 31, 2018

           

Common stock, par value $0.001; 325,000,000 shares authorized; 28,632,302 shares issued and outstanding at June 30, 2019 and 28,552,886 shares issued and outstanding at December 31, 2018

    29       29  

Additional paid-in capital

    170,006       169,898  

Accumulated deficit

    (126,373

)

    (123,993

)

Accumulated other comprehensive loss

    (4,227

)

    (4,396

)

Total stockholders' equity

    39,435       41,538  

Total liabilities and stockholders' equity

  $ 79,135     $ 70,167  

 

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,

 
   

2019

   

2018

   

2019

   

2018

 
                                 

Total revenues

  $ 22,811     $ 23,127     $ 45,821     $ 45,093  
                                 

Cost of revenues

    15,472       15,492       30,755       30,881  
                                 

Gross profit

    7,339       7,635       15,066       14,212  
                                 

Operating expenses:

                               

Selling, general and administrative

    9,044       9,245       18,631       18,446  

Depreciation and amortization

    480       553       1,001       1,082  

Research and development

    241       783       845       1,403  

Provision (credit) for bad debt

    31       (40

)

    138       (34

)

Impairment of goodwill

          1,263             1,263  

Other operating income

                (2

)

     
                                 

Total operating expenses

    9,796       11,804       20,613       22,160  
                                 

Loss from operations

    (2,457

)

    (4,169

)

    (5,547

)

    (7,948

)

                                 

Loss from equity method investment in VPS

    (356

)

          (356

)

     
Fair value gain on equity method investment purchase     629             629        

Other income (expense)

    (354

)

    (308

)

    (135

)

    22  

Interest expense

    (118

)

    (124

)

    (203

)

    (238

)

                                 

Loss before taxes

    (2,656

)

    (4,601

)

    (5,612

)

    (8,164

)

                                 

Income tax expense (benefit)

    (391

)

    164       (344

)

    (137

)

                                 

Net loss

  $ (2,265

)

  $ (4,765

)

  $ (5,268

)

  $ (8,027

)

                                 

Basic and diluted weighted average common shares outstanding

    28,634,766       28,506,154       28,609,324       28,497,146  
                                 

Basic and diluted loss per common share

  $ (0.08

)

  $ (0.17

)

  $ (0.18

)

  $ (0.28

)

 

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,

 
   

2019

   

2018

   

2019

   

2018

 

Net loss

  $ (2,265

)

  $ (4,765

)

  $ (5,268

)

  $ (8,027

)

                                 

Other comprehensive income (loss)

                               

Foreign currency translation adjustment

    77       (822

)

    169       (382

)

Comprehensive loss

  $ (2,188

)

  $ (5,587

)

  $ (5,099

)

  $ (8,409

)

 

See accompanying notes to condensed consolidated financial statements

 

4

Table of Contents

 

 

CUI Global, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Six Months Ended June 30, 2019 and 2018

(Unaudited)

 

(in thousands, except share amounts)

 

Common Stock

   

Additional

   

Accumulated

   

Accumulated

Other Comprehensive

   

Total

Stockholders'

 
   

Shares

   

Amount

    Paid-in Capital       Deficit       Income (Loss)       Equity    
                                                 

Balance, December 31, 2018

    28,552,886     $ 29     $ 169,898     $ (123,993

)

  $ (4,396

)

  $ 41,538  
                                                 

Cumulative effect of accounting change (1)

                      2,888             2,888  
                                                 

Balance at January 1, 2019, adjusted

    28,552,886       29       169,898       (121,105

)

    (4,396

)

    44,426  

Common stock issued for compensation, services, and royalty payments

    29,067             40                   40  

Net loss for the period ended March 31, 2019

                      (3,003

)

          (3,003

)

Other comprehensive income

                            92       92  
                                                 

Balance, March 31, 2019

    28,581,953       29       169,938       (124,108

)

    (4,304

)

    41,555  

Common stock issued for compensation, services, and royalty payments

    50,349             68                   68  

Net loss for the period ended June 30, 2019

                      (2,265

)

          (2,265

)

Other comprehensive income

                            77       77  

Balance, June 30, 2019

    28,632,302     $ 29     $ 170,006     $ (126,373

)

  $ (4,227

)

  $ 39,435  

 

(1) Represents adjustment to accumulated deficit upon the adoption of Accounting Standards Codification Topic 842.

 

 

(in thousands, except share amounts)

 

Common Stock

   

Additional

   

Accumulated

   

Accumulated

Other Comprehensive

   

Total

Stockholders'

 
   

Shares

   

Amount

    Paid-in Capital       Deficit       Income (Loss)       Equity    
                                                 

Balance, December 31, 2017

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

)

  $ (3,510

)

  $ 57,486  
                                                 

Cumulative effect of accounting change (2)

                      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

    79,042             220                   220  
                                                 

Net loss for the period ended March 31, 2018

                      (3,262

)

          (3,262

)

Other comprehensive income

                              440       440  
                                                 

Balance, March 31, 2018

    28,485.898       28       169,747       (109,930

)

    (3,070

)

    56,775  

Common stock issued for compensation, services, and royalty payments

    19,156             61                   61  
                                                 

Net loss for the period ended June 30, 2018

                      (4,765

)

          (4,765

)

Other comprehensive loss

                            (822

)

    (822

)

Balance, June 30, 2018

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

)

  $ (3,892

)

  $ 51,249  

 

 

(2) 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,

 
   

2019

   

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net loss

  $ (5,268

)

  $ (8,027

)

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

               

Depreciation

    462       541  

Amortization of intangibles

    907       962  

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

    111       146  

Unrealized gain on derivative liability

          (126

)

Non-cash loss on equity method investment in VPS

    356        
Non-cash fair value gain on equity method investment purchase     (629 )      

Provision (credit) for bad debt

    138       (34

)

Deferred income taxes

    (289

)

    (329

)

Inventory reserve

    189       123  

Non-cash unrealized foreign currency gains

    159       21  

Impairment of goodwill

          1,263  

Gain on disposal of assets

    (2

)

     

(Increase) decrease in operating assets:

               

Trade accounts receivable

    (68

)

    (1,625

)

Inventories

    (972

)

    (2,214

)

Contract assets

    (1,159

)

    704  

Prepaid expenses and other current assets

    381       396  

Right of use assets - operating leases

    467        

Deposits and other assets

    21       2  

Increase (decrease) in operating liabilities:

               

Accounts payable

    2,001       1,730  

Operating lease liabilities

    (429

)

     

Accrued expenses

    (325

)

    1,060  

Refund liabilities

    (253

)

    572  

Contract liabilities

    (121

)

    146  

NET CASH USED IN OPERATING ACTIVITIES

    (4,323

)

    (4,689

)

                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchases of property and equipment

    (233

)

    (511

)

Proceeds from sale of property and equipment

    2        

Cash paid for other intangible assets

    (196

)

    (325

)

Cash paid for equity-method investment

    (1,021

)

     

Proceeds from notes receivable

    313        

NET CASH USED IN INVESTING ACTIVITIES

    (1,135

)

    (836

)

                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from overdraft facility

    6,842       8,458  

Payments on overdraft facility

    (8,208

)

    (7,691

)

Proceeds from line of credit

    17,189       1,546  

Payments on line of credit

    (11,718

)

    (1,546

)

Payments on financing lease obligations

    (2

)

    (2

)

Payments on mortgage note payable

          (47

)

Payments on contingent consideration

          (45

)

NET CASH PROVIDED BY FINANCING ACTIVITIES

    4,103       673  
                 

Effect of exchange rate changes on cash

    11       41  

Net decrease in cash, cash equivalents and restricted cash

    (1,344

)

    (4,811

)

Cash, cash equivalents and restricted cash at beginning of period

    4,502       12,646  
                 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD

  $ 3,158     $ 7,835  

 

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,

 
   

2019

   

2018

 

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

               

Income taxes paid

  $ 136     $ 95  

Interest paid, net of capitalized interest

  $ 194     $ 239  
                 

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

               
                 

Non-cash item for January 1, 2019 adoption of ASC 842 - establishment of right-of-use assets and offsetting lease obligations

  $ 7,703     $  
                 

Non-cash investment in equity method investment - see note 6

  $ 4,257     $  

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

  $ 16     $ 9  

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

  $ 92     $ 272  

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

  $ 5     $ (6

)

Accrued property and equipment purchases at June 30

  $ 3     $ 18  

Accrued investment in other intangible assets at June 30

  $ 77     $ 61  

 

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, BASIS OF PRESENTATION AND COMPANY CONDITIONS

 

Nature of Operations

CUI Global Inc. (CUI Global or "the Company") 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 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, 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) based in Stone, Staffordshire in the United Kingdom and the Orbital Gas Systems, North America, Inc. subsidiary based in Houston, Texas, 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 the Company's 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 on Form 10-K for the year ended December 31, 2018. The condensed consolidated balance sheet as of December 31, 2018 has been derived from the audited financial statements as of that date included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.

 

It is management's opinion that all material adjustments (consisting of normal recurring adjustments) have been made, which are necessary for a fair financial statement presentation. All 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 remaining quarters or year ending December 31, 2019.

 

Reconciliation of Cash, Cash Equivalents, and Restricted Cash on Condensed Consolidated Statements of Cash Flows

 

(in thousands)

 

For the Six Months Ended June 30,

    2019     2018    

Cash and cash equivalents at beginning of period

  $ 3,979     $ 12,646    

Restricted cash at beginning of period

    523          

Cash, cash equivalents and restricted cash at beginning of period

  $ 4,502     $ 12,646    
                   

Cash and cash equivalents at end of period

  $ 2,635     $ 7,312    

Restricted cash at end of period

    523       523    

Cash, cash equivalents and restricted cash at end of period

  $ 3,158     $ 7,835    

 

8

 

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, revenue recognition on cost-to-cost-method type contracts, inventory valuation, trading securities, 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.

 

Company Conditions

The Company had losses of $5.3 million and cash used in operating activities of $4.3 million during the six months ended June 30, 2019. As of June 30, 2019, the Company's accumulated deficit is $126.4 million.

 

The continued delays in shipment of GasPTs on a significant project due to governmental delays and the related slower than expected acceptance of this new disruptive technology has caused a delay in the Company's expected profitability.

 

Management believes the Company's present cash flows indicate there is substantial doubt as to the Company's ability to continue as a going concern as they will not enable it to meet its obligations for twelve months from the date these financial statements are available to be issued. However, management has developed a plan to address this issue. As part of this plan the Company obtained a new line of credit from Bank of America for a $10.0 million credit facility, which closed on April 18, 2019. For more information on the Company's new line of credit, see Note 15 Working Capital Line of Credit. Including the Company's cash balance, the Company further has $9.0 million of positive working capital primarily related to trade accounts receivable and the Company's inventory less current liabilities that the Company will manage in the next twelve months. In addition, the Company is taking actions to align its cost structure to its forecasted revenue. Considering the above factors, the new line of credit, and additional measures available to generate cash, management believes the Company will have sufficient cash flows to meet its obligations for the twelve-month period from the date the financial statements are available to be issued. However, our ability to meet our obligations is dependent on the Company's ability to execute on its plans, of which success cannot be assured. As such, substantial doubt has not been alleviated.

 

 

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 the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on March 18, 2019. Significant changes to the Company's accounting policies as a result of adopting Topic 842 are discussed below:

 

9

 

Adoption of new accounting standards

On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases” (“the new lease standard” or “ASC 842”) using the transition method of adoption. Under the transition method of adoption, comparative information has not been restated and continues to be reported under the standards in effect for those periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classification. The impact of adopting the new standard primarily relates to the recognition of a lease right-of-use (“ROU”) asset and current and non-current lease obligations on the condensed consolidated balance sheet. ROU assets represent the Company's right to use an underlying asset for the lease term and lease obligations represent the Company's obligation to make lease payments arising from the lease. Lease ROU assets and obligations are recognized at commencement date based on the present value of lease payments over the lease term. As the Company cannot readily determine the rate implicit in the lease, the Company uses the Company's incremental borrowing rate determined by country of lease origin based on the anticipated lease term as determined at commencement date in determining the present value of lease payments. The ROU asset also excludes any accrued lease payments and unamortized lease incentives.

 

As of June 30, 2019, $7.2 million was included in non-current assets, $1.0 million in current liabilities and $6.4 million in non-current liabilities, on the condensed consolidated balance sheets as a result of the new lease standard. The change in right of use assets and lease obligations is reflected in the change in operating assets and liabilities in the Cash Flows from Operating Activities section of the Condensed Consolidated Statements of Cash Flows. Principal portion of financing lease payments are included in the Financing section of the Condensed Consolidated Statements of Cash Flows. There was no impact on the Company's Condensed Consolidated Statements of Operations or Condensed Consolidated Statements of Comprehensive Income and Loss. Additionally, as part of the January 1, 2019 adjustment to transition to the new standard, the Company recorded a $2.9 million adjustment to accumulated deficit to recognize the deferred gain that was originally recorded as part of the December 2018 sale/leaseback of the Tualatin headquarters.

 

In August 2018, the Securities and Exchange Commission, or SEC, published Release No. 33-10532, Disclosure Update and Simplification, or DUSTR, which adopted amendments to certain disclosure requirements that have become redundant, duplicative, overlapping, outdated or superseded, in light of other SEC disclosure requirements, GAAP, or changes in the information environment. While most of the DUSTR amendments eliminate outdated or duplicative disclosure requirements, the final rule amends the interim financial statement requirements to include a reconciliation of changes in stockholders’ equity (deficit) in the notes or as a separate statement for each period for which a statement of comprehensive income (loss) is required to be filed. The new interim reconciliation of changes in stockholders’ equity (deficit) is included herein as a separate statement.

 

In June 2018, the FASB issued 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 implemented the standard as of January 1, 2019. There was no effect of this change in the Company's condensed consolidated financial statements for the period ended June 30, 2019.

 

10

 

 

3. REVENUE FROM CONTRACTS WITH CUSTOMERS

 

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, 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 the Company satisfies a performance obligation and this occurs upon shipment and ownership/control transfer of the Company's products to the Company's 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 performance obligations satisfied over time, the Company recognizes 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.

 

For construction contracts, revenue is generally recognized over time as the Company's performance creates or enhances an asset that the customer controls. The Company's fixed price construction projects generally use a cost-to-cost input method to measure progress towards complete satisfaction of the performance obligation as the Company believes 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 the Company's performance does not create an asset with an alternative use to us. For those contracts which the Company has a right to payment for performance completed to date at all times throughout the Company's performance, inclusive of a cancellation, the Company recognizes revenue over time. As discussed above, these performance obligations use a cost-to-cost input method to measure the Company's progress towards complete satisfaction of the performance obligation as the Company believes it best depicts the transfer of control to the customer. However, for those contracts for which the Company does not have a right, at all times, to payment for performance completed to date, the Company recognizes revenue at the point in time when control is transferred to the customer.

 

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

 

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

 

11

 

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 the Company's 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 the Company's construction projects when revenue recognized under the cost-to-cost measure of progress exceed the amounts invoiced to the Company's customers, as the amounts have been earned in direct alignment with revenue recognition, but not yet eligible to be billed under the terms of the Company's contracts. Such amounts are recoverable from the Company's 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 the Company seeks 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). The Company's 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.

 

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

 

12

 

Activity in the contract liabilities for the six months ended June 30, 2019 and 2018 was as follows:

 

   

As of December 31,

   

As of January 1,

 

(in thousands)

 

2018

   

2018

 

Current contract liabilities

  $ 2,226     $ 4,661  

Long-term contract liabilities(1)

    129       84  

Total contract liabilities

  $ 2,355     $ 4,745  

 

   

For the Six Months Ended June 30,

 
   

2019

   

2018

 

Total contract liabilities - January 1

  $ 2,355     $ 4,745  

Contract additions, net

    1,746       2,511  

Revenue recognized

    (1,868

)

    (2,391

)

Translation

    (5

)

    (89

)

Total contract liabilities - June 30

  $ 2,228     $ 4,776  

 

   

As of June 30,

 
   

2019

   

2018

 

Current contract liabilities

  $ 2,069     $ 4,690  

Long-term contract liabilities(1)

    159       86  

Total contract liabilities

  $ 2,228     $ 4,776  

 

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

 

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 the Company's 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, 2019, the Company's remaining performance obligations are generally expected to be filled within the next 12 months.

 

13

 

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 the Company determines the Company 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 the Company determines the Company 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 the Company's 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 the Company's Energy segment, the Company evaluates 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 the Company's contracts, the customer contracts with the Company 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, the Company may promise to provide distinct goods or services within a contract in which case the Company separates the contract into more than one performance obligation. If a contract is separated into more than one performance obligation, the Company allocates 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. The Company infrequently sells standard products with observable standalone sales which are used to determine the standalone selling price. More frequently, the Company sells a customized customer specific solution, and in these cases the Company typically uses 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 80% and 87% of revenues for the six-month period ended June 30, 2019 and 2018, respectively. The majority of the Company's revenue recognized at a point in time is in the Company's Power and Electromechanical segment. Revenue on these contracts is recognized when the product is shipped and the customer transfers control or customer takes control 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 the Company's contracts gives rise to several types of variable consideration, including new product returns and scrap returns allowances primarily in the Power and Electromechanical segment. In rare instances in the Energy segment, the Company includes in the contract estimates additional revenue for submitted contract modifications or claims against the customer when the Company believes there exists an enforceable right to the modification or claim, and the amount can be estimated reliably and its realization is probable. In evaluating these criteria, the Company considers 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. The Company includes new product introduction and scrap return estimates in the Company's 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 the Company's best judgment at the time. These amounts are included in the calculation of net revenue recorded for the Company's contracts and the associated remaining performance obligations.

 

14

 

The following tables present the Company's revenues disaggregated by revenue source:

 

   

For the Three Months Ended

June 30, 2019

   

For the Three Months Ended

June 30, 2018

 

(in thousands)

 

Power and

Electro-

mechanical

   

Energy

   

Total

   

Power and

Electro-

mechanical

   

Energy

   

Total

 
                                                 

Distributor sales

  $ 8,241     $     $ 8,241     $ 12,161     $     $ 12,161  

Direct sales

    8,309       6,261       14,570       8,159       2,807       10,966  

Total revenues

  $ 16,550     $ 6,261     $ 22,811     $ 20,320     $ 2,807     $ 23,127

 

 

   

For the Six Months Ended

June 30, 2019

   

For the Six Months Ended

June 30, 2018

 

(in thousands)

 

Power and

Electro-

mechanical

   

Energy

   

Total

   

Power and

Electro-

mechanical

   

Energy

   

Total

 
                                                 

Distributor sales

  $ 17,671     $     $ 17,671     $ 21,778     $     $ 21,778  

Direct sales

    16,430       11,720       28,150       15,562       7,753       23,315  

Total revenues

  $ 34,101     $ 11,720     $ 45,821     $ 37,340     $ 7,753     $ 45,093  

 

The following tables present the Company's revenues disaggregated by timing of revenue recognition:

 

   

For the Three Months Ended

June 30, 2019

   

For the Three Months Ended

June 30, 2018

 

(in thousands)

 

Power and

Electro-

mechanical

   

Energy

   

Total

   

Power and

Electro-

mechanical

   

Energy

   

Total

 
                                                 

Revenues recognized at point in time

  $ 16,550     $ 1,311     $ 17,861     $ 20,320     $ 886     $ 21,206  

Revenues recognized over time

          4,950       4,950             1,921       1,921  

Total revenues

  $ 16,550     $ 6,261     $ 22,811     $ 20,320     $ 2,807     $ 23,127  

 

15

 

   

For the Six Months Ended

June 30, 2019

   

For the Six Months Ended

June 30, 2018

 

(in thousands)

 

Power and

Electro-

mechanical

   

Energy

   

Total

   

Power and

Electro-

mechanical

   

Energy

   

Total

 
                                                 

Revenues recognized at point in time

  $ 34,101     $ 2,464     $ 36,565     $ 37,340     $ 1,933     $ 39,273  

Revenues recognized over time

          9,256       9,256             5,820       5,820  

Total revenues

  $ 34,101     $ 11,720     $ 45,821     $ 37,340     $ 7,753     $ 45,093  

 

The following tables present the Company's revenues disaggregated by region:

 

   

For the Three Months Ended

June 30, 2019

   

For the Three Months Ended

June 30, 2018

 

(in thousands)

 

Power and

Electro-

mechanical

   

Energy

   

Total

   

Power and

Electro-

mechanical

   

Energy

   

Total

 
                                                 

North America

  $ 12,251     $ 1,970     $ 14,221     $ 15,057     $ 728     $ 15,785  

Europe

    762       4,288       5,050       1,098       2,058       3,156  

Asia

    3,537       1       3,538       4,130       5       4,135  

Other

          2       2       35       16       51  

Total revenues

  $ 16,550     $ 6,261     $ 22,811     $ 20,320     $ 2,807     $ 23,127  

 

   

For the Six Months Ended

June 30, 2019

   

For the Six Months Ended

June 30, 2018

 

(in thousands)

 

Power and

Electro-

mechanical

   

Energy

   

Total

   

Power and

Electro-

mechanical

   

Energy

   

Total

 
                                                 

North America

  $ 25,891     $ 3,794     $ 29,685     $ 28,089     $ 2,093     $ 30,182  

Europe

    1,651       7,852       9,503       2,192       5,582       7,774  

Asia

    6,557       20       6,577       6,949       35       6,984  

Other

    2       54       56       110       43       153  

Total revenues

  $ 34,101     $ 11,720     $ 45,821     $ 37,340     $ 7,753     $ 45,093  

 

16

 

 

4. INVENTORIES

 

Inventories consist of raw materials, work-in-process and finished goods and are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method or through the moving average cost method. At June 30, 2019 and December 31, 2018, accrued liabilities included $1.8 million and $1.7 million of accrued inventory payable, respectively. At June 30, 2019 and December 31, 2018, inventory by category is valued net of reserves and consists of:

 

   

June 30,

   

December 31,

 

(in thousands)

 

2019

   

2018

 

Finished goods

  $ 8,921     $ 8,922  

Raw materials

    1,555       2,926  

Work-in-process

    1,885       1,194  
                 

Total inventories

  $ 12,361     $ 13,042  

 

 

 

5. GOODWILL AND INDEFINITE-LIVED INTANGIBLES

 

2019 Goodwill impairment testing

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, 2019, 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.

 

As detailed in ASC 350-20-35-3A, in performing its testing for impairment of Goodwill as of May 31, 2019, 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.

 

2018 Goodwill impairment testing

During the Company's prior year 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 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.

 

17

 

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. At this time, a key assumption related to the recoverability of the Orbital-UK reporting unit Goodwill is the resumption of delivery of GasPT product to one of the Company's major customers and continued strengthening of the Company's integration revenues. 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.

 

During the fourth quarter of 2018, the Company determined 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 annual Goodwill impairment test performed as of May 31, 2018 were driven by a slower recovery in the Energy segment than originally forecasted. Actual GasPT revenue continued to lag behind forecasted revenue as acceptance of the technology continued to be slower than anticipated and delays associated with existing customer contracts that have not yet resumed. This slower than expected recovery, led to lower 2018 Energy segment revenue, operating income and cash flows than originally forecasted.

 

To test the Orbital-UK reporting unit for impairment, the Company used a quantitative test similar to the one used at May 31, 2018 with updated financial forecasts and assumptions based on the information available at December 31, 2018. 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 $3.1 million during the fourth quarter of 2018, which was a write-off of the remaining Energy segment Goodwill. In addition, the reporting units in the Power and Electromechanical segment were also tested for impairment due to the overall decrease in market capitalization experienced in 2018. There was no impairment recorded as a result of the analysis.

 

As of June 30, 2019 and December 31, 2018, there was Goodwill remaining for CUI Inc., CUI-Canada and CUI-Japan reporting units, which are included in the Power and Electromechanical segment.

 

The carrying value of Goodwill and the activity for the six months ended June 30, 2019 are as follows:

 

(in thousands)

 

Power and

Electro -

Mechanical

   

Energy

   

Other

   

Total

 

Balance, December 31, 2018

  $ 13,089     $     $     $ 13,089  
                                 

Currency translation adjustments

    5                   5  

Balance, June 30, 2019

  $ 13,094     $     $     $ 13,094  

 

18

 

 

6. INVESTMENTS

 

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, which was the carrying value of the investment, earning interest at 5% per annum, through maturity. The Company recorded $4 thousand of interest income in both the three months ended June 30, 2019 and 2018. The Company recorded $8 thousand and $9 thousand of interest income from the note in the six months ended June 30, 2019 and 2018, respectively. The interest receivable was 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 was offset against the note receivable quarterly. The Company received full payment on the note during the three months ended June 30, 2019.

 

During 2018, CUI Global made investments of $0.7 million in convertible notes receivable with Virtual Power Systems (“VPS”) to support the two companies’ continued collaboration and development of industry transforming Software Defined Power technologies. The notes accrued interest at 2% per annum and the interest was to compound annually. Unless converted into shares earlier, principal and accrued interest was to convert automatically on the maturity date (October 27, 2019) into shares of VPS common stock at the then current fair market value.

 

On March 30, 2019, the Company converted its $0.7 million in notes receivable into preferred stock of VPS. In addition, the Company contributed $0.3 million of cash and $2.5 million of other assets, as well as $1.8 million of future expenditures recorded as liabilities by the Company, of which $0.7 million were paid in the three months ended June 30, 2019.  In return, the Company acquired a 21.4% ownership share of VPS.  During the three months ended June 30, 2019, the Company recorded a $0.6 million gain based on the fair value of the investment in VPS. During the three months ended June 30, 2019, the Company's ownership percentage was reduced to 20.61% following VPS's issuance of additional equity. Based on current accounting guidance, the Company will record its share of VPS's income or loss under the equity method of accounting. Under the equity method of accounting, results will not be consolidated, but the Company will record a proportionate percentage of the profit or loss of VPS as an addition to or a subtraction from the VPS investment asset. The VPS investment basis at June 30, 2019 was $5.6 million as reflected on the condensed consolidated balance sheets.

 

A summary of the unaudited financial statements of the affiliate as of June 30, 2019 is as follows:

 

Current assets

  $ 4,052  

Non-current assets

    4,511  

Total Assets

  $ 8,563  
         

Current liabilities

  $ 311  

Non-current liabilities

     

Stockholders' equity

    8,252  

Total liabilities and stockholders' equity

  $ 8,563  
         

Revenues

  $  

Operating loss

    (1,667

)

Net loss

  $ (1,837

)

Other comprehensive profit (loss):

       

Foreign currency translation adjustment

     

Comprehensive net loss

    (1,837

)

Add back excluded acquisition intangible amortization

    111  

Adjusted comprehensive loss

  $ (1,726

)

Company share of adjusted net loss at 20.61%

  $ (356

)

Equity investment in affiliate

  $ 5,552  

 

19

 

 

7. 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 sheets and measures those instruments at fair value. Changes in the fair value of derivatives are recognized in earnings. The Company has limited involvement with derivative instruments and does not trade them. In the first six months of 2018, the Company had an interest rate swap, which had a maturity date of ten years from the date of inception, and was 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 $0.1 million, respectively, of unrealized gain related to the interest rate swap. The Company closed out this derivative in December 2018 as part of the Company's sale/leaseback transaction and the Company has not owned any derivative instruments during the six months ended June 30, 2019.

 

 

8. LEASES

 

Effective January 1, 2019, the Company implemented the new accounting guidance on leases found in ASC 842, Leases. As part of its transition, the Company elected to utilize the transition method of adoption. Under the transition method, the Company includes the new required disclosures for the current period and provides the disclosures required by the previous guidance found in ASC 840 for the prior year comparative periods. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to carry forward the historical lease classifications and allowed the Company to exclude leases with an initial term of 12 months or less (after consideration of renewal options) from being recorded on the Company's condensed consolidated balance sheet; the Company recognizes lease expense for these short-term leases on a straight-line basis over the lease term. The Company also reviewed outstanding service contracts to determine if any of the Company's service contracts contained an embedded lease. The Company did not identify any new leases through this process. The new lease accounting guidance also changes the name of leases formerly referred to as Capital leases under ASC 840 to Financing leases under ASC 842.

 

In December 2018, the Company entered into a sale-lease back transaction to sell and leaseback the CUI, Inc. Tualatin facility. The Company sold the Tualatin headquarters and warehouse for $8.1 million at a deferred gain of $2.9 million and has leased back the facility for approximately $53 thousand per month until December 2022. The lease includes two options to renew the term for periods of five years each at the then prevailing market rate per rentable square foot for the premises. As a result of the implementation and transition to the accounting guidance in ASC 842, the deferred gain was recognized on January 1, 2019 as a credit to retained earnings.

 

Orbital-UK has a number of operating leases on vehicles, equipment, and accommodations for visiting personnel. During the six months ended June 30, 2019, the monthly combined rent on these leases was approximately $32 thousand.

 

The Company rents office and warehouse space in Houston, Texas through December 2022. During the six months ended June 30, 2019, rent expense on this lease was approximately $30 thousand per month. The lease includes two options to renew the term for periods of five years each at the then prevailing market rate per rentable square foot for the premises.

 

20

 

In March 2015, as part of the Tectrol acquisition, the Company leased the Toronto facility though March 2020. During the six months ended June 30, 2019, the monthly rent of this facility was approximately $30 thousand per month. CUIC has the option to extend the term of the lease for a further period of five years (renewal term is March 2020 to February 2025). The Company has taken the position that the renewal is reasonably certain to be exercised so the renewal period is already included in the lease liability balance using the current monthly payment (since the new amount remains unknown). 

 

Additionally, CUI Japan leases office space. The monthly rent for this lease is immaterial.

 

Consolidated rental expense was $0.9 million for the six months ended June 30, 2019 and is included in selling, general and administrative, cost of revenues, and research and development on the condensed consolidated statement of operations.

 

Future minimum operating lease obligations at June 30, 2019 are as follows for the years ended December 31:

 

(in thousands)

       

2019

  $ 764  

2020

    1,405  

2021

    1,351  

2022

    1,320  

2023

    907  

Thereafter

    3,659  
         

Interest portion

    (1,988

)

         

Total operating lease obligations

  $ 7,418  

 

Total lease cost and other lease information is as follows:

 

   

For the Three

Months

Ended June 30,

2019

   

For the Six

Months

Ended June 30,

2019

 

(in thousands)

               

Operating lease cost

  $ 370     $ 730  

Short-term lease cost

    70       108  

Variable lease cost

    1       59  

Sublease income

    (3

)

    (11

)

Total lease cost

  $ 438     $ 886  
                 

Other information

               

Cash paid for amounts included in the measurement of lease obligations:

               

Operating cash flows from operating leases

          $ (805

)

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

          $ 7,785 *

Weighted-average remaining lease term - operating leases (in years)

            7.4  

Weighted-average discount rate - operating leases

            6.2

%

 

* Includes $7.7 million recorded at the date of implementation of ASC 842 on January 1, 2019.

 

21

 

Variable lease costs primarily include common area maintenance costs, real estate taxes and insurance costs passed through to the Company from lessors.

 

The following lease disclosures as of December 31, 2018 were required under previous accounting guidance under ASC 840 and under the transition guidance of ASC 842:

 

CUI executed a sale-leaseback transaction of its Tualatin, OR headquarters facility in December of 2018. There was $16 thousand of rent expense associated with this lease in 2018, and monthly rent expense in 2019 will be approximately $51 thousand per month.

 

Orbital-UK has a number of leases, on vehicles, equipment, and on accommodations for visiting personnel. During the year ended December 31, 2018, the monthly combined rent on these leases was approximately $32 thousand.

 

In January 2015, the Company rented office and warehouse space in Houston, TX for its Orbital North America operations. During the year ended December 31, 2017, the monthly rent of this lease, which terminated in January 2018, was approximately $10 thousand. In November 2017, the Company relocated to another rented office and warehouse space in Houston, TX. Rent expense on this lease is approximately $30 thousand per month.

 

In March 2015, as part of the Tectrol acquisition, the Company leased the Toronto facility. During the year ended December 31, 2018, the monthly rent of this lease was approximately $34 thousand dollars per month.

 

Additionally, CUI Japan leases office space. During the year ended December 31, 2018, the monthly base rent of this lease was approximately $3 thousand.

 

Rental expense was $1.2 million in 2018 and is included in selling, general and administrative, cost of revenues, and research and development on the statement of operations for the year ended December 31, 2018.

 

22

 

Future minimum operating lease obligations as of December 31, 2018 were as follows:

 

(in thousands)

       

2019

  $ 1,482  

2020

    1,129  

2021

    1,031  

2022

    1,013  

2023

    605  

Thereafter

    3,307  

Total

  $ 8,567  

 

 

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

 

The Company records its stock-based compensation expense on options issued in the past under its stock option plans and the Company also issues stock for services and royalties. The Company's stock option plans expired in 2018. 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, 2018 and filed with the SEC on March 18, 2019. For the three and six months ended June 30, 2019 the Company recorded stock-based expense of $60 thousand and $111 thousand, respectively, and for the three and six month ended June 30, 2018 the Company recorded stock-based expense of $80 thousand and $146 thousand, respectively.

 

 

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 ASC 280-10. These operating segments have been aggregated into two reportable segments, and an Other category. The two reportable segments are (1) Power and Electromechanical and (2) Energy.

 

During the three months ended June 30, 2019, the Company’s total revenues consisted of 73% from the Power and Electromechanical segment and 27% from the Energy segment. 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 six months ended June 30, 2019, the Company's total revenues consisted of 74% from the Power and Electromechanical segment and 26% 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.

 

23

 

The following information represents segment activity for the three months ended June 30, 2019:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Revenues from external customers

  $ 16,550     $ 6,261     $     $ 22,811  

Depreciation and amortization(1)

    246       379             625  

Interest expense

    30       22       66       118  

Profit (loss) from operations

    776       (1,917

)

    (1,316

)

    (2,457

)

Expenditures for long-lived assets (2)

    172       40             212  

 

The following information represents segment activity for the six months ended June 30, 2019:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Revenues from external customers

  $ 34,101     $ 11,720     $     $ 45,821  

Depreciation and amortization(1)

    591       778             1,369  

Interest expense

    40       31       132       203  

Profit (loss) from operations

    1,851       (4,501

)

    (2,897

)

    (5,547

)

Expenditures for long-lived assets (2)

    332       97             429  

 

(1) For the three and six months ended June 30, 2019, Power and Electromechanical segment depreciation and amortization includes $0.1 million and $0.4 million, 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 selected balance sheet items by segment as of June 30, 2019:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Segment assets

  $ 56,482     $ 21,757     $ 896     $ 79,135  

Other intangible assets, net

    8,321       4,707             13,028  

Goodwill

    13,094                   13,094  

 

24

 

The following information represents segment activity for the three months ended 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

)

Expenditures for segment assets (2)

    350       93             443  

 

The following information represents segment activity for the six months ended 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

)

Expenditures for segment assets (2)

    670       166             836  

 

(1) For the three and six months ended June 30, 2018, Power and Electromechanical segment depreciation and amortization totals include $0.2 million and $0.4 million, 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 selected balance sheet items by segment as of June 30, 2018:

 

(in thousands)

 

Power and

Electro-

Mechanical

   

Energy

   

Other

   

Total

 

Segment assets

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

Other intangibles assets, net

    8,757       6,094             14,851  

Goodwill

    13,091       3,197             16,288  

 

The following represents revenue by country:

 

(dollars in thousands)

 

For the Three Months Ended June 30,

 
   

2019

   

2018

 
   

Amount

   

%

   

Amount

   

%

 

USA

  $ 13,442       59

%

  $ 15,269       66

%

United Kingdom

    4,212       18

%

    2,034       9

%

All Others (1)

    5,157       23

%

    5,824       25

%

Total

  $ 22,811       100

%

  $ 23,127       100

%

 

25

 

(dollars in thousands)

 

For the Six Months Ended June 30,

 
   

2019

   

2018

 
   

Amount

   

%

   

Amount

   

%

 

USA

  $ 27,770       60

%

  $ 29,076       64

%

United Kingdom

    7,670       17

%

    5,394       12

%

All Others (1)

    10,381       23

%

    10,623       24

%

Total

  $ 45,821       100

%

  $ 45,093       100

%

 

(1) No other country represents greater than 10% of revenues

 

 

11. RECENT ACCOUNTING PRONOUNCEMENTS

 

In August 2018, the FASB issued Accounting Standards Update ("ASU") No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract ("ASU 2018-15"). The amendments in ASU 2018-15 align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal use software license). The guidance will be effective for the fiscal year beginning after December 15, 2019, 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 2020.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, including requiring the disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The guidance will be effective for the fiscal year beginning after December 15, 2019, 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 2020.

 

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 and will adopt the standard in 2020.

 

26

 

 

12. FAIR VALUE MEASUREMENTS

 

The Company’s fair value hierarchy for its cash equivalents and marketable securities as of June 30, 2019 and December 31, 2018, respectively, was as follows:

 

(in thousands)

                               

June 30, 2019

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Money market securities

  $ 17     $     $     $ 17  

Certificates of deposit - restricted cash

    523                   523  
                                 

Certificate of deposit - restricted investment (1)

    400                   400  
Equity method investment in VPS                 5,552       5,552  

Total assets

  $ 940     $     $ 5,552     $ 6,492  

 

December 31, 2018

 

Level 1

   

Level 2

   

Level 3

   

Total

 

Money market securities

  $ 16     $     $     $ 16  

Certificates of deposit - restricted cash

    523                   523  
                                 

Certificate of deposit - restricted investment (1)

    400                   400  

Convertible notes receivable

                655       655  

Total assets

  $ 939     $     $ 655     $ 1,594  

 

 

 

Changes in Fair Value Measurements

               

Using Significant Unobservable Inputs (Level 3)

               
   

Convertible

   

Equity Method

 

(in thousands)

 

Note

   

Investment in VPS

 

Balance at December 31, 2018

  $ 655     $  

Conversion to common stock of VPS

    (655

)

     

Purchase equity method investment in VPS

          5,908  

Loss from equity method investment in VPS

          (356

)

Balance at June 30, 2019

  $     $ 5,552  

 

(1) Investment is a 12-month certificate of deposit classified as available for sale and included in Deposits and other assets on the balance sheet.

 

There were no transfers between Level 3 and Level 2 in 2019 as determined at the end of the reporting period. The inputs used to measure the convertible note are classified as Level 3 within the valuation hierarchy. The valuation is not supported by market criteria and reflects the Company’s internal analysis. Since the valuation is not supported by market criteria, the valuation is completely dependent on unobservable inputs. The convertible note receivable was converted to VPS stock in the first quarter of 2019 (see Note 6). The future value of the investment will be measured using the equity method of accounting.

 

 

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, 2019 and June 30, 2018, the assumed exercise of stock options using the treasury stock method would have had an antidilutive effect and therefore 0.9 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, 2019 and 1.0 million shares were excluded for both the three and six months ended June 30, 2018. Accordingly, diluted net loss per share is the same as basic net loss per share for the three and six months ended June 30, 2019 and 2018.

 

27

 

(in thousands, except share and per share amounts)

 

For the Three Months

Ended June 30,

   

For the Six Months

Ended June 30,

 
   

2019

   

2018

   

2019

   

2018

 

Net loss

  $ (2,265

)

  $ (4,765

)

  $ (5,268

)

  $ (8,027

)

Basic and diluted weighted average number of shares outstanding

    28,634,766       28,506,154       28,609,324       28,497,146  

Basic and diluted loss per common share

  $ (0.08

)

  $ (0.17

)

  $ (0.18

)

  $ (0.28

)

 

 

14. 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. and foreign U.K. 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. 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 benefit of $0.4 million and $0.3 million was recorded to the income tax provision for the three and six months ended June 30, 2019, resulting in an effective tax rate of 14.7% and 6.1%. The income tax benefit for the three and six months ended June 30, 2019 was due to a $0.4 million adjustment to record actual prior year and estimated current year Scientific Research and Experimental Development (SRED) tax credits for research and development performed in Canada partially offset by taxes on profitable foreign operations and domestic state minimum taxes. The Company has provided a full valuation on existing deferred tax assets in the United States and United Kingdom.

 

The Company's total income tax expense (benefit) and effective tax rate for the three and six months ended June 30, 2018 was $0.2 million and $(0.1) million resulting in an effective tax rate of (3.6)% and 1.7%, respectively. The income tax expense for the three months ended June 30, 2018 primarily consisted 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. The income tax benefit for the six months ended June 30, 2018 primarily related 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. All of our USA and the foreign UK net deferred tax assets were reduced by a valuation allowance.

 

28

 

 

15. WORKING CAPITAL LINE OF CREDIT

 

CUI, Inc. and CUI-Canada have a line of credit (LOC) whose terms with Bank of America Merrill Lynch are as follows:

 

(in thousands)

       

Credit Limit

 

June 30,

2019

Balance

 

Expiration Date

 

Interest rate

                       
$ 10,000     $ 6,450  (1)     

March 31, 2021

 

LIBOR Daily Floating Rate plus 2.00%

 

(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, 2019.

 

The line of credit is secured by the following collateral via a security agreement with CUI Inc. and CUI-Canada at June 30, 2019:

 

(in thousands)

CUI Inc. and CUI-Canada General intangibles, net

  $ 8,321  

CUI Inc. and CUI-Canada Accounts receivable, net

  $ 8,864  

CUI Inc. and CUI-Canada Inventory, net

  $ 10,506  

CUI Inc. and CUI-Canada Equipment, net

  $ 666  

 

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 prohibit dividend payments to shareholders except dividends payable in capital stock and from earnings available for such purposes and earned during the immediately preceding fiscal year, and in any event, not in excess of five million dollars per fiscal year in the aggregate. The LOC 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.

 

 

16. ACCUMULATED OTHER COMPREHENSIVE LOSS

 

The components of accumulated other comprehensive loss are as follows:

 

(in thousands)

 

As of June 30,

   

As of December 31,

 
   

2019

   

2018

 

Foreign currency translation adjustment

  $ (4,227

)

  $ (4,396

)

                 

Accumulated other comprehensive loss

  $ (4,227

)

  $ (4,396

)

 

 

17. NOTES PAYABLE

 

Notes payable is summarized as follows:

 

(in thousands)

 

As of June 30,

2019

   

As of December 31,

2018

 

Acquisition Note Payable - related party (1)

  $ 5,304     $ 5,304  

 

(1)

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, 2019, the Company is in compliance with all terms of this promissory note and the conversion feature is not effective. At June 30, the note is classified in current liabilities since its maturity date is in less than one year.

 

29

 

 

18. 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, 2019

           

Customer

 

Segment

 

Percent

 

Digi-Key Corporation

 

Power and Electromechanical

    14

%

Total concentrations         14 %

 

For the Three Months Ended June 30, 2018

           

Customer

 

Segment

 

Percent

 

Digi-Key Corporation

 

Power and Electromechanical

    26

%

Future Electronics

 

Power and Electromechanical

    14

%

Total concentrations         40 %

 

For the Six Months Ended June 30, 2019

           

Customer

 

Segment

 

Percent

 

Digi-Key Corporation

 

Power and Electromechanical

    16

%

Total concentrations         16 %

 

For the Six Months Ended June 30, 2018

           

Customer

 

Segment

 

Percent

 

Digi-Key Corporation

 

Power and Electromechanical

    26

%

Future Electronics

 

Power and Electromechanical

    13

%

Total concentrations         39 %

 

30

 

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, 2019

       

Country

 

Percent

 

United Kingdom

    18

%

Total concentrations

    18

%

 

For the Three Months Ended June 30, 2018

       

Country

 

Percent

 

None

   

%

Total concentrations

   

%

 

For the Six Months Ended June 30, 2019

       

Country

 

Percent

 

United Kingdom

    17 %

Total concentrations

    17 %

 

For the Six Months Ended June 30, 2018

       

Country

 

Percent

 

United Kingdom

    12 %

Total concentrations

    12 %

 

The Company did not have any gross trade accounts receivable concentrations by customer greater than 10% of gross trade accounts receivable at June 30, 2019 or December 31, 2018.

 

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, 2019:

       

Country

 

Percent

 

United Kingdom

    28 %

Total concentrations

    28 %

 

As of December 31, 2018: