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

cui20191231_10k.htm
 
 

 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 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

 

(3670)

 

84-1463284

(State or jurisdiction of

 

(Primary Standard Industrial

 

(I.R.S. Employer

incorporation or organization)

 

Classification Code Number)

 

Identification No.)

 

20050 SW 112th Avenue

Tualatin, Oregon 97062

(832) 467-1420

(Address and Telephone Number of Principal Executive Offices and Principal Place of

 

Business)

 

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

 

Title of each class

  Trading Symbol(s)  

Name of each exchange

where registered

Common Stock par value $0.001 per share

  CUI  

The NASDAQ Stock Market

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes   ☒ No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

☐ Yes   ☒ No

 

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

 

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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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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 Act).   ☐ Yes   ☒ No

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates, based on the closing price of our common stock on the last business day of the registrant’s most recently completed fiscal second quarter (June 30, 2019), was approximately $20,351,697. Shares of common stock beneficially held by each executive officer and director as well as 10% holders as of June 30, 2019 have been excluded from this computation because these persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

 

As of March 30, 2020, the registrant had 28,420,685 shares of common stock outstanding and no shares of Preferred Stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

None.

 

2

 

 

Part I

Item 1.

Business

4

Item 1A.

Risk Factors

9

Item 1B.

Unresolved Staff Comments

21

Item 2.

Properties

21

Item 3.

Legal Proceedings

22

Item 4.

Mine Safety Disclosure

22

Part II

Item 5.

Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

22

 

Market Value

23

 

Description of Securities

22

Item 6.

Selected Financial Data

28

Item 7.

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

29

 

Critical Accounting Policies

29

 

Liquidity and Capital Resources

34

 

Results of Operations

39

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

45

Item 8.

Financial Statements and Supplementary Data

47

Item 9.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

92

Item 9A.

Controls and Procedures

92

Item 9B.

Other Information

94

Part III

Item 10.

Directors, Executive Officers and Corporate Governance

95

 

Our Corporate Governance Practices

99
 

Audit Committee

100
 

Audit Committee Report

101
 

Nominating Committee

101

Item 11.

Executive Compensation

105

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

117

Item 13.

Certain Relationships, Related Transactions and Director Independence

119

Item 14.

Principal Accounting Fees and Services

120

Part IV

Item 15.

Exhibits, Financial Statement Schedules

121

 

Exhibits

122

Item 16.

Form 10-K Summary

123

 

Signatures

123

 

Certifications

 

 

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PART I

 

 

Item 1.  Business

 

Corporate Overview and Our Products

 

CUI Global, Inc. and Subsidiaries are collectively referred to as ‘‘CUI Global’’ or “The Company.” CUI Global is a Colorado corporation organized on April 21, 1998 with its principal place of business located at 20050 SW 112th Avenue, Tualatin, Oregon 97062, phone (832) 467-1420. The Company is a platform company dedicated to maximizing shareholder value through the acquisition and development of innovative companies to create a diversified energy services platform. In 2019, the Company made the decision to divest of its Power and Electromechanical segment. The domestic portion of the segment was sold in 2019 in two separate transactions and the Company has subsidiaries held for sale in Canada and Japan. The Company's continuing operations fall into one reportable segment referred to as the Energy segment. In addition, the Company’s corporate overhead activities are included in an ‘‘Other’’ category. CUI Global has continuing operations in 2 countries, including the United States and United Kingdom. Through its energy subsidiaries, CUI Global is a leader in innovative gas solutions with more than 30 years of experience in design, installation and the commissioning of industrial gas sampling, measurement and delivery systems providing solutions to the energy, power and processing markets.

 

Energy Segment

Orbital Gas Systems, Ltd. and Orbital Gas Systems, North America, Inc. - Subsidiaries

Orbital Gas Systems, Ltd. (Orbital-UK) is based in Stone, Staffordshire in the United Kingdom and Orbital Gas Systems, North America, Inc. (Orbital North America), is based in Houston, Texas. The Energy segment subsidiaries, collectively referred to as Orbital Gas Systems (Orbital) are leaders in innovative gas solutions, with more than 30 years of experience in design, installation and the commissioning of industrial gas sampling, measurement and delivery systems. Operating globally within energy, power and processing markets, Orbital manufactures and delivers a broad range of technologies including environmental monitoring, gas metering, process control, telemetry, gas sampling and BioMethane.

 

Orbital Gas Systems 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.

 

We work with several independent licensors for whose intellectual property we compete with other manufacturers. Rights to such intellectual property, when acquired by us, are usually exclusive and the agreements require us to pay the licensor a royalty on our net sales of the item. These license agreements, in some cases, also provide for advance royalties and minimum guarantees to maintain technical rights and exclusivity.

 

GasPT®

Through an exclusive licensing contract with DNV GL, CUI Global owns exclusive rights to manufacture, sell and distribute a gas quality inferential measurement device designed by DNV GL on a worldwide basis, now marketed as the GasPT. The Company has minimum commitments, including royalty payments, under this licensing contract.

 

The GasPT, is a low-cost solution for measuring natural gas quality. The customary method for determining the properties of Natural Gas has traditionally been Gas Chromatography (GC). This time-tested methodology is a versatile and historically established technology, however, its conservative format has rooted a number of issues and problems. GasPT’s unique combination of features enables it to eliminate the anachronisms found in traditional gas properties analyzers to provide:

 

Near real time and continuous analysis that enhances sampling frequency eliminating uncertainty;

 

The lowest operational cost of any equivalent instrument;

 

Installed in hours not days;

 

No utility or carrier gas required;

 

Accredited industry standard accuracy;

 

No ongoing calibration required;

 

Virtually no maintenance required;

 

No configuration or set-up required (“Plug & Play”); and

 

No highly skilled personnel needed for day to day operation.

 

The GasPT includes the following approvals:

 

Fiscal approvals:

 

OIML R140 - Class A;

 

Class 1 Div 2;

 

Hazardous Area approvals:

 

Class 1 Div 2;

 

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Zone 1;

 

ATEX;

 

IECEx; and

 

CSA.

 

When connected to a natural gas system GasPT provides a fast, accurate, close to real time measurement of the physical properties of the gas, such as thermal conductivity, speed of sound and carbon dioxide content. From these measurements it infers an effective gas mixture comprising five components: methane, ethane, propane, nitrogen, and measured carbon dioxide and then uses ISO6976 to calculate the gas quality characteristics of calorific value (CV), Wobbe index (WI), relative density (RD), and compression factor (Z). An ISO, International Organization for Standardization, is a documented agreement containing technical specifications or other precise criteria to be used consistently as rules, guidelines or definitions of characteristics to ensure that materials, products, processes and services are fit for their purpose.

 

This innovative technology has been certified for use in fiscal monitoring by Ofgem in the United Kingdom, the Polish Oil & Gas Company Department of Testing and Calibration in Warsaw, NOVA Chemical/TransCanada in Canada, the Pipeline Research Counsel International (PRCI) in the US, ENGIE (the French energy giant), and NMi & The International Organization of Legal Metrology (‘‘OIML’’). There is no equivalent product competition. There are instruments like gas chromatographs (‘‘GC’’) that technically can be considered competition, but they are slow, complicated to use and as much as five times the installed price of the GasPT.

 

VE Technology®

During the year ended 2019, Orbital held exclusive worldwide rights to manufacture, sell, design, and otherwise market the VE-Probe, VE sample system, VE thermowell and VE Technology® from its United Kingdom-based inventor, EnDet Ltd. The agreement, which included certain royalty commitments and provided Orbital exclusive and sole control of all technology related to its revolutionary GasPT natural gas metering systems.  On January 1, 2020, Orbital Gas Systems purchased the VE Technology related intellectual property for 1.5 million British Pounds, approximately $2 million dollars. The acquisition of the VE Technology intellectual property requires no ongoing royalties or other fees, providing CUI Global full control of the technology.

 

The VE sampling probe and sample system are designed for the representative measurement of calorific value and trace elements such as moisture, H2S and mercury faster, more simply and more efficiently. VE sample systems are simple, optimized systems to deliver representative samples to any analyzer with no dead volume, threaded connections or components in the sample pathway.

 

The VE Technology provides for:

 

Patented helical strakes to eliminate vortex shedding and the need for wake calculations;

 

Option of fixed or retractable sampling probe;

 

Allows for sampling to be taken from the central 1/3 of the pipeline in practically any application;

 

Patented aerodynamic sampling probe tip ensures particulate is actively rejected to minimize filtration and avoid contamination of samples allowing for small bore to optimize sample transit time;

 

Reduced internal volume with all surfaces electropolished (and coated when required) for optimum response;

 

VE Conditioning Unit preheats the gas to avoid retrograde condensation due to the Joule Thomson effect;

 

Removes all components and other flow disturbing elements from the sample pathway;

 

Provides precise flow and pressure control and monitoring with full ASME/PED approved relief valve; and

 

Easy validation and backflush built into the sample probe system.

 

The VE Technology allows for very quick and simple customization to suit applications including: Natural gas sampling;

 

Trace element sampling;

 

Moisture (H20) sampling;

 

Mercury (Hg) sampling;

 

Hydrogen sulfide (H2S) sampling;

 

Oil sampling; 

 

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Chemical sampling;

 

Continuous automated and manual sample systems;

 

LNG sample systems;

 

Bespoke sample conditioning units;

 

Tailored solutions for drier beds, MRUs, fiscal metering, super critical phase process and many more.

 

GasPTi - combined GasPT and VE Technology Solution

The GasPTi, combines the two patented technologies of GasPT and VE Technology which provides a completely re-engineered approach to Natural gas sampling and analysis. Through the combination of the fast and accurate measurement of the physical properties of Natural Gas utilizing the GasPT technology with the equally unique VE Technology that can provide a gas sample from a high-pressure transmission line in less than two seconds, Orbital has created the GasPTi metering system.

 

The GasPTi metering system can accurately provide nearly real-time data to the natural gas operator in a total cycle-time of less than five seconds. It provides this analysis at a fraction of the installation cost of current technology with none of the associated maintenance, carrier gas, calibration gas, or other ancillary costs associated with traditional technology.

 

The GasPTi is a complete, compact, low cost, integrated solution that can be flange mounted directly to the pipeline or onto a nearby wall or post to provide continuous measurement, requiring no carrier or calibration gases or maintenance. By design, GasPTi removes the need for expensive conditioning equipment, filters, pressure and flow control systems, long heated sample lines and a large cabinet/cubicle with HVAC with few hazardous areas limitations (certified for Zone 1 applications) and no specially trained personnel required for installation or technical support required onsite. The GasPT technology measures and analyzes the VE gathered samples, calculating thermal conductivity, speed of sound and CO2 in the natural gas, providing end users the Calorific Value need to control their systems. Typical appliatons for GasPTi include:

 

 

Analysis of Natural Gas in power plants for quality control and turbine optimization;

 

Analysis of Natural Gas for control, blending and custody transfer across gas transmission and distribution networks;

 

Pipeline monitoring;

 

Analysis of Natural Gas for large volume users to optimize process or combustion (glass manufacture, heat treatement, brickworks (kilns), fiber glass manufacturing);

 

Offshore platform production monitoring;

 

Gas quality measurement at storage facilities;

 

Analysis of Natural Gas for quality control, development and product performance (turbine manufacturers, gas appliance manufacturers);

 

Analysis fo Bio-Natural Gas in pre-processing plants;

 

Existing gas chromatograph systems for performance checking and validation;

 

Analysis of Natural Gas in liquefaction and regasification plants (LNG regasification and storage);

 

Marine safety applications for bulk LNG transportation and LNG driven marine engines;

 

Determination of calorific value on compressors or gas transfer stations;

 

Gas blending and ballasting; and

 

Analysis of calorific value in Natural Gas preparation plants.

 

BioMethane

From its inception Orbital has been involved in the control of BioMethane, or Renewable Natural Gas to grid. In fact our background in environmental and renewables analysis goes back more than 30 years to protecting basic landfill gas generators.

 

BioMethane gas (produced wherever organic material is decaying) can be, and is a significant source of environmentally-friendly, carbon neutral energy throughout the world. The specific advantages of BioMethane as a source of energy is that it uses already-existing pipeline infrastructure to quickly and efficiently deliver energy to the end-user, who, in most cases, is already connected to the grid.

 

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Orbital’s recognized expertise in energy measurement, process control and odorization offered a complete package that led to designing, building and instigating the very first UK BioMethane-To-Grid system.

 

Today, Orbital’s BioMethane systems range from basic monitoring through complete “flange-to-flange” solutions that include:

 

 

Energy measurement;

 

Gas quality measurements;

 

Fiscal metering system;

 

Pressure control including slam-shut valve;

 

Interface control rack / flow computation rack;

 

Gas odorization system;

 

BioMethane recirculation facility;

 

Reject gas pressure control; and

 

Liquid propane injection system

 

Anticipated Growth Strategy

Our strategy includes:

 

We will continue to market our GasPT inferential natural gas monitoring device, VE technology products, and other product and integrated solutions. 

 

Acquire and/or develop greenfield companies focused on energy infrastructure services to include oil and gas, renewable energy including gas and solar, telecommunications services, and electric utility transmission, delivery and substation related services.

 

For GasPT, our strategy has been to identify the large gas utility companies who would most likely provide opportunities for batch sales rather than single unit sales. This approach has focused most significantly on the United Kingdom, Europe and North America. The Company will continue its efforts in those areas.

 

Orbital will continue to work with its distribution partner SAMSON AG for the GasPT. Through a distribution agreement, SAMSON AG may introduce the technology in various territories wherein Orbital has no access, including, but not limited to China, Russia, various CIS countries, and throughout Asia.

 

Beyond this, our strategy is based on identification of the main geographic locations for liquefied natural gas importation (pipelines and terminals), mixing and blending points and strategic locations for security of supply strategies, which can be current or planned pipelines and import terminals where additional gas quality monitoring may be required.

 

Orbital continues to develop new integrated solutions, promote existing technologies, and increase customer relationships.

 

The Company will continue to identify opportunities to utilize the unique VE Technology beyond the existing product offering, with a focus on gas sampling, thermowells, and trace element sampling applications.

 

During 2016, Orbital signed a Technology and Patent License Agreement with Daily Thermetrics, a globally-respected design and manufacturing company providing process industries with precise temperature measurement instrumentation. The Agreement calls for the manufacture and sale of the patented natural gas sampling VE Technology in North America.

 

Orbital will continue to market its BioMethane solution globally as the demand for clean renewable energy continues to increase.

 

The Company will expand its service capabilities for gas and LNG facilities in North America.

 

The Company will continue to seek new opportunities to design, manufacture, and produce innovative solutions to increase customer reach, product innovation, and growth.

 

ISO 9001:2015 Certification

Orbital Gas Systems, Ltd. and Orbital Gas Systems, North America Inc. are certified to the ISO 9001:2015 Quality Management Systems standards and guidelines. These entities are registered as conforming to the requirements of standard: ISO 9001:2015. Orbital’s Quality Management Systems are designed to safeguard product quality, health and safety and the environment through the design, manufacture, supply and commissioning (and consulting on); sampling and analysis equipment, and system and process instrumentation.ISO 9001 is accepted worldwide as the inclusive international standard that defines quality.

 

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Orbital-UK's Environmental Management System has also been verified by an independent third party (NQA) as complying with the requirements of BS EN ISO 14001:2008. This assists Orbital in meeting applicable environmental legislation and to control the environmental aspects of our activities as a company.

 

The certification of compliance with ISO 9001:2015 recognizes that our policies, practices and procedures ensure consistent quality in the design services, technology and products we provide to our customers.

 

Acquisition Strategy

We are constantly alert to potential acquisition targets with a specific focus on energy infrastructure services. As part of our acquisition strategy,  we are focused on acquiring targets with positive EBITDA and margins that are better than the industry average, with revenue visibility, good outlook for growth, having leaders with demonstrated excellence in operations management and who have their growth presently constrained by their balance sheet. We will consider each potential acquisition as they arise with a careful analysis of the relevant synergies with our current business, along with the potential for increasing revenue, earnings and/or market share.

 

Research and Development Activities

Research and development costs for CUI Global's continuing operations were approximately $0.1 million, $0.2 million and $0.2 million for the years ended December 31, 2019, 2018 and 2017, respectively. Research and development costs are related to the various technologies for which CUI Global has acquired licensing rights or is developing internally. The expenditures for research and development have been directed primarily towards the further development of the GasPT and VE technologies. The Company expects that research and development expenses will continue during 2020 as the Company continues to expand its product and solutions offerings utilizing these technologies.

 

Employees

As of December 31, 2019, CUI Global, Inc., together with its consolidated subsidiaries, had 257 employees including 112 employees at its discontinued operations in Canada and Japan. As of December 31, 2019, 73 of its employees in Canada are represented by a labor union. This is a decrease in total employees from the 357 total employees reported as of December 31, 2018 and the same number of unionized employees as at December 31, 2018. Most of the decrease in employees relates to the sale of the Company's domestic Power and Electromechanical business in 2019. The Company considers its relations with its employees to be good. The Company may add additional staff as needed to handle all phases of its business.

 

Intellectual Property Protection

The Company relies on various intellectual property laws and contractual restrictions to protect its proprietary rights in products, logos and services. These include confidentiality, invention assignment and nondisclosure agreements with employees, contractors, suppliers and strategic partners. The confidentiality and nondisclosure agreements with employees, contractors and suppliers are in perpetuity or for a sufficient length of time so as to not threaten exposure of proprietary information.

 

Under the United States Trademark Act of 1946, as amended, and the system of international registration of trademarks governed by international treaties, the Madrid Agreement, which maintains the international register and, in several instances, direct trademark registration in foreign countries, we and our subsidiaries actively maintain up to date the following trademarks: CUI Global, GasPT, IRIS, and Orbital Gas Systems.

 

The Company continuously reviews and updates the existing intellectual property filings and files new documentation both nationally and internationally (Patent Cooperation Treaty) in a continuing effort to maintain up-to-date protection of its intellectual property.

 

For those intellectual property applications pending, there is no assurance that the registrations will be granted. Furthermore, the Company is exposed to the risk that other parties may claim the Company infringes their existing patent and trademark rights, which could result in the Company’s inability to develop and market its products unless the Company enters into licensing agreements with the technology owner or could force the Company to engage in costly and potentially protracted litigation.

 

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Competitive Business Conditions

The natural gas inferential metering device, the GasPT along with our VE Technology, competes in a mature industry with established competitors. There are significant investments being made globally into the natural gas extraction and transportation infrastructure. Our natural gas quality measurement system is a comparably low-cost solution to measuring natural gas quality as compared to our best competition. It can be connected to a natural gas system to provide a fast, accurate, close to real-time measurement of the physical properties, such as thermal conductivity, speed of sound and carbon dioxide content. From these measurements it infers an effective gas mixture comprising five components: methane, ethane, propane, nitrogen and measured carbon dioxide and then uses ISO6976 to calculate the gas quality characteristics of calorific value (CV), Wobbe index (WI), relative density (RD) and compression factor (Z). This technology has been certified for use in fiscal monitoring by Ofgem in the United Kingdom and ARERA in Italy. There is no equivalent product competition. There are instruments like gas chromatographs that are technically competition, but they are slower and more complicated to use and as much as five times the installed price of the GasPT system. Our integrated solutions and services focused on the natural gas and LNG industries face significant competition from local as well as multinational competitors.

 

Philanthropic Philosophy

One of CUI’s values is generosity, which includes philanthropic giving. We give in our local community and we want to also give in the communities in which we do business. Giving is comprised of both employee service time as well as financial contributions to the communities we serve.

 

Item 1A. Risk Factors

 

RISK FACTORS

 

Our business is subject to various risks and uncertainties. Investors should read carefully the following factors as well as the cautionary statements referred to in ‘‘Forward-Looking Statements’’ herein. If any of the risks and uncertainties described below or elsewhere in this annual report on Form 10-K actually occur, the Company's business, financial condition or results of operations could be materially adversely affected.

 

Risks Related to Our Business and Products

Historically, we have generated annual losses from operations, and we may need additional funding in the future.

Historically, on an annual basis, we have not generated sufficient revenues from operations to self-fund our capital and operating requirements. For the year ended 2019, we had a net loss of $1.1 million and our accumulated deficit as of December 31, 2019 was $122.2 million. If we are not able to generate sufficient income and cash flows from operations to fund our operations and growth plans, we may seek additional capital from equity and debt placements or corporate arrangements. Additional capital may not be available on terms favorable to us, or at all. If we raise additional funds by issuing equity securities, our shareholders may experience dilution. Debt financing, if available, may involve restrictive covenants or security interests in our assets. If we raise additional funds through collaboration arrangements with third parties, it may be necessary to relinquish some rights to technologies or products. If we are unable to raise adequate funds or generate them from operations, we may have to delay, reduce the scope of, or eliminate some or all of our growth plans or liquidate some or all of our assets.

 

There is no assurance we will achieve or sustain profitability.

For the year ended December 31, 2019, we had a net loss of $1.1 million. There is no assurance that we will achieve or sustain profitability. If we fail to achieve or sustain profitability, the price of our common stock could fall and our ability to raise additional capital could be adversely affected.

 

Some of our business expansion activities may not be successful and may divert our resources from our existing business activities.

Our historical business was a commoditized power and electromechanical parts distribution business, which we have moved to held-for-sale and discontinued operations during 2019. CUI Global has focused our business on the acquisition and development of energy infrastructure services. We may not be successful in acquiring energy infrastructure services companies that are commercially viable. We may fail to successfully develop or commercialize such products, solutions and services that we acquire. Research, development and commercialization of such acquired products, solutions and services may disproportionately divert our resources from our other business activities.

 

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If our manufacturers or our suppliers are unable to provide an adequate supply of products, our growth could be limited and our business could be harmed.

We rely on third parties to supply components for and to manufacture our products. In order to grow our business to achieve profitability, we may need our manufacturers and suppliers to increase, or scale up, production and supply by a significant factor over current levels. There are technical challenges to scaling up capacity that may require the investment of substantial additional funds by our manufacturers or suppliers and hiring and retaining additional management and technical personnel who have the necessary experience. If our manufacturers and suppliers are unable to do so, we may not be able to meet the requirements to grow our business to anticipated levels. We also may represent only a small portion of our supplier’s or manufacturer’s business, and if they become capacity constrained, they may choose to allocate their available resources to other customers that represent a larger portion of their business.

 

Our global operations are subject to increased risks, which could harm our business, operating results and financial condition.

Our ability to manage our business and conduct our operations internationally requires considerable management attention and resources and is subject to a number of risks, including the following:

 

challenges caused by distance, language and cultural differences and by doing business with foreign agencies and governments;

 

longer payment cycles in some countries;

 

uncertainty regarding liability for services and content;

 

credit risk and higher levels of payment fraud;

 

currency exchange rate fluctuations and our ability to manage these fluctuations;

 

foreign exchange controls that might prevent us from repatriating cash earned in countries outside the U.S.;

 

import and export requirements that may prevent us from shipping products or providing services to a particular market and may increase our operating costs;

 

potentially adverse tax consequences;

 

higher costs associated with doing business internationally;

 

political, social and economic instability abroad, terrorist attacks and security concerns in general;

 

natural disasters, public health issues including impacts from global or national health epidemics and concerns such as the recent coronavirus, and other catastrophic events;

 

reduced or varied protection for intellectual property rights in some countries; and

 

different employee/employer relationships and the existence of workers’ councils and labor unions.

 

In addition, compliance with complex foreign and U.S. laws and regulations that apply to our international operations increases our cost of doing business in international venues and could expose us or our employees to fines and penalties. These numerous and sometimes conflicting laws and regulations include import and export requirements, content requirements, trade restrictions, tax laws, sanctions, internal and disclosure control rules, data privacy requirements, labor relations laws, U.S. laws such as the Foreign Corrupt Practices Act and local laws prohibiting corrupt payments to governmental officials. Violations of these laws and regulations could result in fines, civil and criminal penalties against us, our officers or our employees, prohibitions on the conduct of our business and damage to our reputation. Any such violations could include prohibitions on our ability to offer our products and services in one or more countries and could also materially damage our reputation, our brand, our international expansion efforts, our ability to attract and retain employees, our business and our operating results.

 

Our revenues depend on key customers and suppliers.

The Company’s major product lines in 2019, 2018 and 2017 were natural gas infrastructure and high-tech solutions.

 

During 2019, over 31% of revenues were derived from two customers, S&B Engineers with 21% and Costain Oil, Gas & Process Ltd with 10%. During 2018, over 27% of revenues were derived from two customers, National Grid with 15% and S&B Engineers with 12%. During 2017, 55% of revenues were derived from three customers, National Grid with 26%, Scotia Gas Networks with 18%, and S&B Engineers with 11%.

 

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At December 31, 2019, of the gross trade accounts receivable totaling approximately $5.3 million, there were three individual customers that made up approximately 50% of the Company's total trade accounts receivable: Energy Transfer at 24%, Costain Oil, Gas and Process Ltd at 14% and S&B Engineers at 12%. At December 31, 2018, of the gross trade accounts receivable totaling approximately $5.1 million, approximately 38% was due from two customers: Costain Oil, Gas & Process Ltd at 24% and National Grid at 14%.

 

During 2019, 2018, and 2017, the Company did not have any supplier concentrations that provided over 10% of our inventory purchases.

 

The United Kingdom operations of Orbital result in foreign revenue and accounts receivable concentrations in the United Kingdom for the year ended and at December 31, 2019 of 57% and 49%, respectively, for the year ended and at December 31, 2018 of 74% and 80%, respectively and for the year ended and at December 31, 2017, of 77% and 79%, respectively.

 

There is no assurance that we will continue to maintain all of our existing key customers in the future. Should we, for any reason, discontinue our business relationship with any one of these key customers, the impact to our revenue stream would be substantial. For additional information on our concentrations, see Note 15 – Concentrations.

 

The novel coronavirus outbreak, or other similar pandemic, epidemic or outbreak of infectious disease, could adversely impact our business, financial condition and results of operations and acquisitions.

In January 2020, the World Health Organization declared the novel coronavirus outbreak originating in Wuhan, China to be a public health emergency, prompting precautionary government-imposed travel restrictions and temporary closures of business operations, and in March 2020, the outbreak was declared to be a pandemic. Certain of our suppliers and the manufacturers of certain of our products may be adversely impacted by the novel coronavirus outbreak. As a result, we may face delays or difficulty sourcing products and services, which could negatively affect our business and financial results. Even if we are able to find alternate sources for such products and services, they may cost more, which could adversely impact our results of operations and financial condition. If we temporarily close our locations for periods of time or if our partners temporarily close, demand for our products and services may be reduced, and our revenues, results of operations and financial condition could be materially adversely affected.

 

At this time, there is significant uncertainty relating to the potential effect of the novel coronavirus on our business. Infections have become more widespread, which may worsen the supply shortage or force us to restrict our operations. In addition, due to the further spread of the outbreak where we have corporate offices, we have implemented various measures including remote working solutions, reduced hours, adjusted shifts, and placed various restrictions on access to our offices, which could negatively impact productivity, particularly if we restrict access to our offices for a longer period of time. Any of these occurrences may have a negative impact on our business, financial condition or results of operations.

 

A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

 

11

 

We are a relatively small energy infrastructure services business and face formidable competition.

We are a relatively small company with limited capitalization in comparison to many of our international competitors. Because of our size and capitalization, we believe that we have not yet established sufficient market awareness that is essential to our continued growth and success in all of our markets. We face formidable competition in every aspect of our business from other companies, many of whom have greater name recognition, more resources and broader product offerings than ours.

 

We also expect competition to intensify in the future. For example, the market for our inferential natural gas monitoring device, the GasPT, is emerging and is characterized by rapid technological change, evolving industry standards, increasing data requirements, frequent new product introductions and shortening product life cycles. Our future success in keeping pace with technological developments and achieving product acceptance depends upon our ability to enhance our current products and to continue to develop and introduce new product offerings and enhanced performance features and functionality on a timely basis at competitive prices. Our inability, for technological or other reasons, to enhance, develop, introduce or deliver compelling products in a timely manner, or at all, in response to changing market conditions, technologies or customer expectations, could have a material adverse effect on our operating results and growth prospects. Our ability to compete successfully will depend in large measure on our ability to maintain a technically skilled development and engineering staff and to adapt to technological changes and advances in the industry, including providing for the continued compatibility of our products and solutions with evolving industry standards and protocols in a competitive environment.

 

Acquisitions could result in operating difficulties, dilution and other harmful consequences.

We expect to continue to pursue acquisitions which require integration into our own business model. We expect to continue to evaluate and enter into discussions regarding a wide array of potential strategic transactions focused on energy infrastructure services. These transactions could be material to our financial condition and results of operations. The process of integrating an acquired company, business or technologies may create unforeseen operating difficulties and expenditures. The areas where we face risks include:

 

 

implementation or remediation of controls, procedures and policies of the acquired company;

 

diversion of management time and focus from operating our business to acquisition integration challenges;

 

coordination of product, engineering and sales and marketing functions;

 

transition of operations, users and customers into our existing customs;

 

cultural challenges associated with integrating employees from the acquired company into our organization;

 

retention of employees from the businesses we acquire;

 

integration of the acquired company’s accounting, management information, human resource and other administrative systems;

 

liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of laws, commercial disputes, tax liabilities and other known and unknown liabilities;

 

litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former shareholders, or other third parties;

 

in the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political and regulatory risks associated with specific countries;

 

failure to successfully further develop the acquired technologies; and

 

other as yet unknown risks that may impact our business.

 

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions could cause us to fail to realize the anticipated benefits of such acquisitions, incur unanticipated liabilities and harm our business generally. For example, a majority of Orbital-UK’s revenues for each of its last two fiscal years has come from a small number of customers. If we fail to continue to do business with Orbital-UK’s primary customers at substantially similar or greater levels than recent historical levels, our financial condition, results of operations and growth prospects would be significantly harmed.

 

Future acquisitions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities or amortization expenses, write-offs of goodwill, or reductions to our tangible net worth any of which could harm our business, financial condition, results of operations and prospects. Also, the anticipated benefit of many of our acquisitions may not materialize.

 

12

 

We will need to grow our organization and we may encounter difficulties in managing this growth.

As of December 31, 2019, CUI Global, Inc., together with its consolidated subsidiaries, had 145 full-time employees excluding 112 employees at our discontinued operations, primarily in Canada. We expect to experience growth in the number of our employees and the scope of our operations as we follow our growth strategy. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Also, our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. Due to our limited resources, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel, which may result in weaknesses in our infrastructure, give rise to operational mistakes, loss of business opportunities, loss of employees and reduced productivity among remaining employees. The physical expansion of our operations may lead to significant costs and may divert financial resources from other projects, such as the development of new products, solutions and services. If our management is unable to effectively manage our expected growth, our expenses may increase more than expected, our ability to generate or increase our revenue could be reduced and we may not be able to implement our business strategy. Our future financial performance and our ability to commercialize new products, solutions and services and compete effectively will depend, in part, on our ability to effectively manage any future growth.

 

Our operating results will vary over time and such fluctuations could cause the market price of our common stock to decline.

Our operating results may fluctuate significantly due to a variety of factors, many of which are outside of our control. Because revenues for any future period are not predictable with any significant degree of certainty, you should not rely on our past results as an indication of our future performance. If our revenues or operating results fall below the expectations of investors or securities analysts or below any estimates we may provide to the market, the price of our common shares would likely decline substantially. Factors that could cause our operating results and stock price to fluctuate include, among other things:

 

varying demand for our products, solutions and services due to the financial and operating condition of our customers, and general economic conditions;

 

inability of our suppliers and subcontractors to meet our demand;

 

success and timing of new product, solutions and services introductions by us and the performance of those generally;

 

announcements by us or our competitors regarding products, solutions, services, promotions or other transactions;

 

costs related to responding to government inquiries related to regulatory compliance;

 

our ability to control and reduce product, solutions and services costs;

 

changes in the manner in which we sell products, solutions and services;

 

volatility in foreign exchange rates, changes in interest rates and/or the availability and cost of financing or other working capital to our customers; and

 

the impact of write downs of excess and obsolete inventory.

 

Our operating expenses will increase as we make further expenditures to enhance and expand our operations in order to support additional growth in our business and national stock market reporting and compliance obligations.

In the future, we expect our operations and marketing investments to increase to support our anticipated growth and as a result of our listing on the NASDAQ Stock Market. We have made significant investments in using professional services and expanding our operations outside the United States. We may make additional investments in personnel and continue to expand our operations to support anticipated growth in our business. In addition, we may determine the need in the future to increase our direct sales force, add distributors and sales representatives to market and sell our products, solutions and services. Such changes to our existing sales model would likely result in higher selling, general and administrative expenses as a percentage of our revenues. We expect such increased investments could adversely affect operating income in the short term while providing long-term benefit.

 

Our business depends on a strong brand and failing to maintain and enhance our brand would hurt our ability to expand our base of customers.

We believe that we have not yet established sufficient market awareness in our various markets. Market awareness of our capabilities and products, solutions and services is essential to our continued growth and our success in all of our markets. We expect the brand identity that we have developed through GasPT and Orbital Gas Systems to significantly contribute to the success of our business. Maintaining and enhancing these brands is critical to expanding our base of customers. If we fail to maintain and enhance our brands, or if we incur excessive expenses in this effort, our business, operating results and financial condition will be materially and adversely affected. Maintaining and enhancing our brands will depend largely on our ability to be a technology leader and continue to provide high-quality products, solutions and services, which we may not do successfully.

 

13

 

New entrants in our markets may harm our competitive position.

New entrants seeking to gain market share by introducing new technology, products, solutions and services may make it more difficult for us to sell our products, solutions and services and could create increased pricing pressure, reduced profit margins, increased sales and marketing expenses or the loss of market share or expected market share, any of which may significantly harm our business, operating results and financial condition.

 

Adverse conditions in the global economy and disruption of financial markets may significantly restrict our ability to generate revenues or obtain debt or equity financing.

The global economy continues to experience volatility and uncertainty and governments in many countries continue to evaluate and implement spending cuts designed to reduce budget deficits. These conditions and deficit reduction measures could reduce demand for our products and services, including through reduced government infrastructure projects, which would significantly jeopardize our ability to achieve our sales targets. These conditions could also affect our potential strategic partners, which in turn, could make it more difficult to execute a strategic collaboration. Moreover, volatility and disruption of financial markets could limit our customers’ ability to obtain adequate financing or credit to purchase and pay for our products, solutions and services in a timely manner, or to maintain operations and result in a decrease in sales volume. General concerns about the fundamental soundness of domestic and international economies may also cause customers to reduce purchases. Changes in governmental banking, monetary and fiscal policies to restore liquidity and increase credit availability may not be effective. Economic conditions and market turbulence may also impact our suppliers’ and subcontractors’ ability to supply sufficient resources in a timely manner, which could impair our ability to fulfill sales orders. It is difficult to determine the extent of the economic and financial market problems and the many ways in which they may affect our suppliers, customers, investors and business in general. Continuation or further deterioration of these financial and macroeconomic conditions could significantly harm sales, profitability and results of operations.

 

One of our subsidiaries and certain suppliers is located in an area subject to natural disasters or other events that could stop us from having our products made or shipped or could result in a substantial delay in our production or development activities.

We have sales, development and manufacturing resources in Houston, Texas. The risk of hurricanes and other natural disasters in this geographic area is significant due to the proximity of this subsidiary to the coast and its propensity to flood. Despite precautions taken by us and our third-party providers, a natural disaster or other unanticipated problems, at our location in Texas or at third-party providers could cause interruptions in the products that we provide. Any disruption resulting from these events could cause significant delays in shipments of our products until we are able to shift our manufacturing, assembly or testing from the affected contractor(s) to another third-party vendor. We cannot assure you that alternative capacity could be obtained on favorable terms, if at all.

 

Defects in our products and solutions could harm our reputation and business.

Our products and solutions are complex and have contained and may contain undetected defects or errors, especially when first introduced or when new versions are released. Defects in our products may lead to product returns and require us to implement design changes or updates.

 

Any defects or errors in our products, or the perception of such defects or errors, could result in:

 

expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate or work around errors or defects;

 

loss of existing or potential customers;

 

delayed or lost revenue;

 

delay or failure to attain market acceptance;

 

delay in the development or release of new products or services;

 

negative publicity, which will harm our reputation;

 

14

 

 

warranty claims against us;

 

an increase in collection cycles for accounts receivable, which could result in an increase in our provision for doubtful accounts and the risk of costly litigation; and

 

harm to our results of operations.

 

We and our contract manufacturers purchase some components, subassemblies and products from a limited number of suppliers. The loss of any of these suppliers may substantially disrupt our ability to obtain orders and fulfill sales as we design and qualify new components.

We rely on third-party components and technology to build and operate our products and solutions and we rely on our contract manufacturers to obtain the components, subassemblies and products necessary for the manufacture of our products. Shortages in components that we use in our products and solutions are possible and our ability to predict the availability of such components is limited. If shortages occur in the future, as they have in the past, our business, operating results and financial condition would be materially adversely affected. Unpredictable price increases of such components due to market demand may occur. While components and supplies are generally available from a variety of sources, we and our contract manufacturers currently depend on a single or limited number of suppliers for several components for our products. If our suppliers of these components or technology were to enter into exclusive relationships with other providers or were to discontinue providing such components and technology to us and we were unable to replace them cost effectively, or at all, our ability to provide our products would be impaired. Therefore, we may be unable to meet customer demand for our products, which would have a material adverse effect on our business, operating results and financial condition.

 

We depend on key personnel and will need to recruit new personnel as our business grows.

As a small company, our future success depends in a large part upon the continued service of key members of our senior management team who are critical to the overall management of CUI Global and our subsidiary companies, as well as the development of our technologies, products, solutions and service offerings, our business culture and our strategic direction. The loss of any of our management or key personnel could seriously harm our business and we do not maintain any key-person life insurance policies on the lives of these critical individuals.

 

If we are successful in expanding our product and customer base, we will need to add additional key personnel as our business continues to grow. If we cannot attract and retain enough qualified and skilled staff, the growth of the business may be limited. Our ability to provide services to customers and expand our business depends, in part, on our ability to attract and retain staff with professional experiences that are relevant to technology development and other functions the Company performs. Competition for personnel with these skills is intense. We may not be able to recruit or retain the caliber of staff required to carry out essential functions at the pace necessary to sustain or expand our business.

 

We believe our future success will depend in part on the following:

 

the continued employment and performance of our senior management;

 

our ability to retain and motivate our officers and key employees; and

 

our ability to identify, attract, hire, train, retain and motivate other highly skilled technical, managerial, marketing, sales and customer service personnel.

 

Our insurance policies may not cover all operating risks and a casualty loss beyond the limits of our coverage could adversely impact our business.

Our business is subject to operating hazards and risks relating to handling, storing, transporting and use of the products, solutions and services we sell. We maintain insurance policies in amounts and with coverage and deductibles that we believe are reasonable and prudent. Nevertheless, our insurance coverage may not be adequate to protect us from all liabilities and expenses that may arise from claims for personal injury or death or property damage arising in the ordinary course of business, and our current levels of insurance may not be maintained or available in the future at economical prices. If a significant liability claim is brought against us that is not adequately covered by insurance, we may have to pay the claim with our own funds, which could have a material adverse effect on our business, consolidated financial condition, results of operations, or cash flows.

 

15

 

Expanding and evolving data privacy laws and regulations could impact our business and expose us to increased liability.

The General Data Protection Regulation ("GDPR") became effective in the European Union in May 2018, imposes significant new requirements on how we collect, process and transfer personal data, as well as significant financial penalties for non-compliance. Global privacy legislation, enforcement, and policy activity in this area are rapidly expanding and creating a complex regulatory compliance environment. The California Consumer Privacy Act (“CCPA”) becomes effective in 2020. CCPA creates new consumer rights relating to the access to, deletion of, and sharing of personal information that is collected by businesses. Costs to comply with and implement these privacy-related and data protection measures could be significant. In addition, even our inadvertent failure to comply with federal, state, or international privacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others. Any inability to adequately address privacy concerns, even if unfounded, or to comply with the more complex privacy or data protection laws, regulations and privacy standards, could lead to significant financial penalties, which may result in a material and adverse effect on our results of operations.

 

We are subject to taxation in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect on our business, consolidated financial condition or results of operations. In addition, our annual effective income tax rate can change materially as a result of changes in our mix of U.S. and foreign earnings and other factors, including changes in tax laws and changes made by regulatory authorities.

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the global scope of our operations and our corporate and financing structure. We are also subject to transfer pricing laws with respect to our intercompany transactions. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation thereof, in any applicable jurisdiction, could have a material adverse effect on our business, consolidated financial condition or results of our operations. In addition, the tax authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. If any applicable tax authorities, including U.S. tax authorities, were to successfully challenge the tax treatment or characterization of any of our transactions, it could have a material adverse effect on our business, consolidated financial condition or consolidated results of our operations.

 

Our overall effective income tax rate is equal to our total tax expense as a percentage of total earnings before tax. However, income tax expense and benefits are not recognized on a global basis but rather on a jurisdictional or legal entity basis. Losses in one jurisdiction may not be used to offset profits in other jurisdictions and may cause an increase in our tax rate. Changes in statutory tax rates and laws, as well as ongoing audits by domestic and international authorities, could affect the amount of income taxes and other taxes paid by us. Also, changes in the mix of earnings (or losses) between jurisdictions and assumptions used in the calculation of income taxes, among other factors, could have a significant effect on our overall effective income tax rate.

 

Our operating results may be affected by fluctuations in foreign currency exchange rates, which may affect our operating results in U.S. dollar terms.

A portion of our revenue arises from our international operations and we anticipate that, as we grow, our revenues from international operations will increase. Revenues generated and expenses incurred by our international operations are often denominated in foreign currencies. As a result, our consolidated U.S. dollar financial statements are subject to fluctuations due to changes in exchange rates as revenues and expenses of our international operations are translated from local currencies into U.S. dollars. In addition, our financial results are subject to changes in exchange rates that impact the settlement of transactions. The Company does not currently undertake any hedges to protect against adverse foreign currency exposure.

 

The United Kingdom’s withdrawal from the European Union, commonly referred to as Brexit, could have an adverse effect on our business and financial results.

On January 31, 2020, the United Kingdom (“UK”) formally withdrew from the European Union (“EU”), entering a transitional period which is currently expected to end on December 31, 2020. During this transitional period, EU law will continue to apply in the UK while providing time for the UK and EU to negotiate the details of their future relationship. The impact of the withdrawal may adversely affect business activity, political stability and economic conditions in the U.K., the European Union and elsewhere. The economic conditions and outlook could be further adversely affected by the uncertainty concerning new or modified trading arrangements between the U.K. and other countries. Any of these developments could negatively affect economic growth or business activity in the U.K., the European Union and elsewhere, and could materially and adversely affect our business and results of operations. We continue to closely monitor the negotiations and the impact to foreign currency markets, however we cannot predict the direction of Brexit-related developments or the impact of those developments on our UK operations and the economies of the markets in which we operate.

 

16

 

Our gas quality inferential measurement device, GasPT®, has not gained market acceptance as rapidly as we anticipated.

Our future financial performance and ability to commercialize the GasPT device and compete successfully will depend on our ability to effectively manage acceptance and introduction of our GasPT device in the natural gas quality inferential measurement device market. Although we have entered into agreements and letters of understanding with third parties, which could result in substantial sales of the GasPT device over the next several years, there is no assurance we will sell at or near the number of units forecasted under these contracts.

 

Several factors have and may continue to contribute to the slower than anticipated market acceptance of the GasPT device, such as: disruptive technologies, such as the GasPT device, are slow to be accepted in a mature industry, such as natural gas distribution; extensive testing and research required by large natural gas distribution customers takes an extended period of time before such potential customers place firm orders; macro-economic issues in the natural gas industry may slow or impede capital expenditures; and registration, regulatory approvals, certifications and licensing requirements in foreign countries.

 

Our strategy has been to establish market acceptance and credibility with potential customers through a campaign of product exposure and disclosure of highly acceptable test results of recognized international testing laboratories along with industry seminars, conventions, trade shows, professional periodicals and public relations. While we believe that the base has been laid for substantial sales of our GasPT device over the next several years, there is no assurance that our strategy and efforts will be successful.

 

Risks Related to Our Intellectual Property and Technology

If we fail to protect our intellectual property rights adequately, our ability to compete effectively or to defend ourselves from litigation could be impaired.

We rely primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality and non-disclosure agreements and other methods, to protect our proprietary technologies and know-how. Given the costs of obtaining patent protection, we may choose not to protect certain innovations that later turn out to be important. Furthermore, there is always the possibility, despite our efforts, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable. We license a significant amount of our underlying intellectual property from third parties, i.e., GasPT technology and VE Technology. The loss of our rights as a licensee under any of these or future technology licensing arrangements, or the exclusivity provisions of these agreements, could have a material adverse impact upon our financial position, results of operations, and cash flows.

 

Monitoring unauthorized use of our intellectual property is difficult and costly. Unauthorized use of our intellectual property may occur in the future without our knowledge. The steps we have taken may not prevent unauthorized use of our intellectual property. Further, we may not be able to detect unauthorized use of, or take appropriate steps to enforce our intellectual property rights. Our competitors may also independently develop similar technology. Our failure to effectively protect our intellectual property could reduce the value of our technology in licensing arrangements or in cross-licensing negotiations and could impair our ability to compete. Any failure by us to meaningfully protect our intellectual property could result in competitors offering products that incorporate our most technologically advanced features, which could seriously reduce demand for our products.

 

In the future we may need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive and time-consuming and may divert the efforts of our technical staff and managerial personnel, which could result in lower revenues and higher expenses, whether or not such litigation results in a determination favorable to us.

 

17

 

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information.

We have devoted substantial resources to the development of our proprietary technology and trade secrets. In order to protect our proprietary technology and trade secrets, we rely in part on confidentiality agreements with our key employees, licensees, independent contractors and other advisors. These agreements may not effectively prevent disclosure of our trade secrets and may not provide an adequate remedy in the event of unauthorized disclosure of our trade secrets. We may have difficulty enforcing our rights to our proprietary technology and trade secrets, which could have a material adverse effect on our business, operating results and financial condition. In addition, others may independently discover trade secrets and proprietary information and in such cases we could not assert any trade secret rights against such parties. Costly and time consuming litigation could be necessary to determine and enforce the scope of our proprietary rights and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

 

If a third party asserts that we are infringing on its intellectual property, whether successful or not, it could subject us to costly and time-consuming litigation and our business may be adversely affected.

Certain industries where we compete are characterized by the existence of a large number of patents, trademarks and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Third parties may assert patent and other intellectual property infringement claims against us or the parties from whom we license our technological rights in the form of lawsuits, letters or other forms of communication. These claims, whether or not successful, could:

 

divert management’s attention;

 

result in costly and time-consuming litigation;

 

require us to enter into royalty or licensing agreements, which may not be available on acceptable terms, or at all; and

 

require us to redesign our products to avoid infringement.

 

As a result, any third-party intellectual property claims against us could increase our expenses and adversely affect our business. Even if we have not infringed any third parties’ intellectual property rights, we cannot be sure our legal defenses will be successful and even if we are successful in defending against such claims, our legal defense could require significant financial resources and management time. Finally, if a third party successfully asserts a claim that our products infringe its proprietary rights, royalty or licensing agreements might not be available on terms we find acceptable or at all and we may be required to pay significant monetary damages to such third party.

 

If our contract manufacturers and subcontractors do not respect our intellectual property and trade secrets, our business, operating results and financial condition could be materially adversely affected.

Although we attempt to enter into agreements with our manufacturers and subcontractors to preclude them from using our intellectual property and trade secrets, we may be unsuccessful in monitoring and enforcing our intellectual property rights. Although we take steps to stop counterfeits, we may not be successful and customers who purchase these counterfeit goods may have a bad experience and our brand may be harmed. If such an impermissible use of our intellectual property or trade secrets were to occur, our ability to sell our products at competitive prices and to be the sole provider of our products may be adversely affected and our business, operating results and financial condition could be materially and adversely affected.

 

Cyber risk and the failure to maintain the integrity of our operational or security systems or infrastructure, or those of third parties with which we do business, could have a material adverse effect on our business, consolidated financial condition and results of operations.

We are subject to an increasing number of various types of information technology vulnerabilities, threats and targeted computer crimes which pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. Disruptions or failures in the physical infrastructure or operating systems that support our businesses and customers, or cyber-attacks or security breaches of our networks or systems, could result in the loss of customers and business opportunities, legal liability, regulatory fines, penalties or intervention, reputational damage, reimbursement or other compensatory costs, and additional compliance costs, any of which could materially adversely affect our business, financial condition and results of operations. While we attempt to mitigate these risks, our systems, networks, products, solutions and services remain potentially vulnerable to advanced and persistent threats. Despite our efforts, our facilities and systems and those of our customers and third-party service providers may be vulnerable to security breaches, theft, misplaced or lost data, programming and/or human errors that could lead to the compromising of sensitive, confidential or personal data or information, improper use of our systems, software solutions or networks, unauthorized access, use, disclosure, modification or destruction of information, defective products, production downtimes and operational disruptions, which in turn could adversely affect our consolidated financial condition and results of operations.

 

18

 

Risks Related to Our Common Stock

Our common stock price may be volatile, which could result in substantial losses for individual shareholders.

The market price for the Company’s common stock is volatile and subject to wide fluctuations in response to factors, including the following, some of which are beyond our control, which means our market price could be depressed and could impair our ability to raise capital:

 

actual or anticipated variations in our quarterly operating results;

 

announcements of technological innovations or new products, solutions or services by the Company or our competitors;

 

conditions or trends relating to our gas technologies;

 

changes in the economic performance and/or market valuations of gas metering, monitoring and sampling related companies;

 

changes in the economic performance and/or market valuations of other inferential natural gas monitoring device-related companies;

 

additions or departures of key personnel;

 

fluctuations of the stock market as a whole;

 

announcements about our earnings that are not in line with expectations;

 

announcements by our competitors of their earnings that are not in line with expectations;

 

the volume of shares of common stock available for public sale;

 

sales of stock by us or by our shareholders;

 

short sales, hedging and other derivative transactions on shares of our common stock;

 

our ability to retain existing customers, attract new customers and satisfy our customers’ requirements;

 

general economic conditions;

 

changes in our pricing policies;

 

our ability to expand our business;

 

the effectiveness of our personnel;

 

new product and service introductions;

 

technical difficulties or interruptions in our services;

 

the timing of additional investments in our products and solutions;

 

regulatory compliance costs;

 

costs associated with future acquisitions of technologies and businesses; and

 

extraordinary expenses such as litigation or other dispute-related settlement payments.

 

These factors may materially and adversely affect the market price of our common stock, regardless of our performance. In addition, the stock market in general and the market for energy infrastructure services companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our actual operating performance. Additionally, because the trading volume of our stock is not large, there can be a disparity between the bid and the asked price that may not be indicative of the stock’s true value.

 

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

Sales of a significant number of shares of our common stock in the public market could harm the market price of our common stock and make it more difficult for us to raise funds through future offerings of common stock.

 

We have never paid dividends on our common stock and do not expect to pay any in the foreseeable future.

Potential purchasers should not expect to receive a return on their investment in the form of dividends on our common stock. The Company has never paid cash dividends on its common stock and the Company does not expect to pay dividends in the foreseeable future.

 

19

 

We currently anticipate that we will retain future earnings for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Our ability to pay dividends may be further restricted by the terms of any of our future debt or preferred securities. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase shares of our stock.

 

There is a limited public trading market for our common stock so you may not be able to resell your stock and may not be able to turn your investment into cash.

Our common stock is currently traded on the NASDAQ Stock Market under the trading symbol ‘‘CUI.’’ Our shares of common stock are thinly traded. Due to the illiquidity, the market price may not accurately reflect our relative value. There can be no assurance that there will be an active market for our shares of common stock either now or in the future. Because our common stock is thinly traded, a large block of shares traded can lead to a dramatic fluctuation in the share price and investors may not be able to liquidate their investment in us at all or at a price that reflects the value of the business.

 

Nasdaq may delist our common stock from its exchange which could limit your ability to make transactions in our securities and subject us to additional trading restrictions.

 

If for 30 consecutive trading days, the bid price of our common stock closes below the $1.00 per share minimum required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), Nasdaq will send us a Notice. The Notice would not have an immediate effect on the listing of our common stock, and our common stock would continue to trade on the Nasdaq Capital Market under the symbol “CUI.” Under Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice (the “Compliance Period”), the closing bid price of our common stock would be at or above $1.00 for a minimum of 10 consecutive business days, we would regain compliance with the Minimum Bid Price Requirement and our common stock would continue to be eligible for listing on the Nasdaq Capital Market, absent noncompliance with any other requirement for continued listing. If we did not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance Period (or the Compliance Period as may be extended) the Company’s common stock would be subject to delisting. If this were to happen, we would monitor the closing bid price of our common stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement under the Nasdaq Listing Rules.

 

If our common stock is delisted, our common stock would likely then trade only in the over-the-counter market. If our common stock were to trade on the over-the-counter market, selling our common stock could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for our Company; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for our common stock and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for us.

 

In addition to the foregoing, if our common stock is delisted from Nasdaq and it trades on the over-the-counter market, the application of the “penny stock” rules could adversely affect the market price of our common stock and increase the transaction costs to sell those shares. The SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. If our common stock is delisted from Nasdaq and it trades on the over-the-counter market at a price of less than $5.00 per share, our common stock would be considered a penny stock. The SEC’s penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules may restrict the ability of brokers-dealers to sell our common stock and may affect the ability of investors to sell their shares, until our common stock no longer is considered a penny stock.

 

20

 

Risks Relating to Shareholder Rights

Our board of directors has the authority, without shareholder approval, to issue preferred stock with terms that may not be beneficial to existing common shareholders and with the ability to adversely affect shareholder voting power and perpetuate their control.

Although we do not have any preferred stock outstanding presently, our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our shareholders. Our board of directors has the authority to issue preferred stock without further shareholder approval, as well as the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock or other preferred shareholders and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

 

Preferred stock could be used to dilute a potential hostile acquirer. Accordingly, any future issuance of preferred stock or any rights to purchase preferred shares may have the effect of making it more difficult for a third party to acquire control of us. This may delay, defer or prevent a change of control or an unsolicited acquisition proposal. The issuance of preferred stock also could decrease the amount of earnings attributable to and assets available for distribution to, the holders of our common stock and could adversely affect the rights and powers, including voting rights, of the holders of our common stock and preferred stock.

 

Our Articles of Incorporation limits director liability, thereby making it difficult to bring any action against them for breach of fiduciary duty.

CUI Global, Inc. is a Colorado corporation. As permitted by Colorado law, the Company’s Articles of Incorporation limits the liability of directors to CUI Global, Inc. or its shareholders for monetary damages for breach of a director’s fiduciary duty, with certain exceptions. These provisions may discourage shareholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by shareholders on behalf of the Company against a director.

 

Our charter documents may inhibit a takeover that shareholders consider favorable.

 

Provisions of our Articles of Incorporation and Bylaws may delay or discourage transactions involving an actual or potential change in control of the Company, including transactions in which shareholders might otherwise receive a premium for their shares, or transactions that our shareholders might otherwise deem to be in their best interests. These provisions:

 

provide that the authorized number of directors may be changed by resolution of the board of directors;

 

provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum; and

 

do not provide for cumulative voting rights.

 

Item 1B. Unresolved Staff Comments

 

None.

 

Item 2.  Properties

 

During December 2018, our wholly owned subsidiary, CUI Properties, LLC signed closing documents on the sale and leaseback of our Tualatin, Oregon corporate office real estate located at 20050 SW 112th Avenue in the Tualatin Franklin Business Park for a ten-year lease.

 

21

 

In November 2017, the Company's Houston operations, rented office and warehouse space in Houston, Texas, of approximately 40,000 square feet for which the lease runs until 2022.

 

In March 2015, as part of the Tectrol (CUI-Canada) acquisition in the the discontinued Power and Electromechanical segment, the Company leased a 73,700 square foot manufacturing facility in Toronto, Canada that runs until November 2020.

 

In September 2015, Orbital, completed the construction of a new 46,000 square foot state-of-the-art manufacturing/administration/research and development facility on its existing site in the UK to supplement existing office space.

 

Additionally, CUI Japan, in the discontinued Power and Electromechanical segment, has leased space in Tokyo, Japan, which is used as a sales office and is leased through March 2021.

 

The Company has enough manufacturing and office capacity to meet its business needs for the foreseeable future.

 

Item 3.  Legal Proceedings

 

The Company and its subsidiaries are not parties in any legal proceedings. No director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company or any associate of any such director, officer, affiliate of the Company or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

 

Item 4.  Mine Safety Disclosure

 

Not applicable.

 

 

PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Description of Securities

The Company’s Common Stock is traded on The NASDAQ Stock Market under the trading symbol ‘‘CUI.’’ The Company currently has authorized 325,000,000 common shares, par value $0.001 per share, and as of December 31, 2019, the Company’s issued and outstanding shares consisted of 28,383,373 shares of common stock of which 28,246,147 shares are freely tradable without restriction or limitation under the Securities Act. As of December 31, 2019, the Company had in excess of 3,000 beneficial holders of our common stock and in excess of 2,300 shareholders of record. The actual number of shareholders is greater than this number of record holders and includes shareholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees.

 

The holders of Common Stock are entitled to one vote per share and do not have cumulative voting rights. Holders of the Company’s Common Stock do not have any pre-emptive or other rights to subscribe for or purchase additional shares of capital stock and no conversion rights, redemption or sinking-fund provisions.

 

22

 

Market Value

The Company’s Common Stock is traded on the NASDAQ Stock Market under the trading symbol ‘‘CUI.’’ The following table sets forth, the high and low sales prices of our Common Stock on the NASDAQ during each quarter of the two most recent years.

 

   

High

   

Low

 

2019

               

First Quarter

  $ 1.79     $ 1.18  

Second Quarter

    1.31       0.82  

Third Quarter

    0.91       0.53  

Fourth Quarter

    1.19       0.68  

2018

               

First Quarter

  $ 3.25     $ 2.50  

Second Quarter

    3.16       2.56  

Third Quarter

    3.00       2.15  

Fourth Quarter

    2.25       1.17  

 

Stock Performance Graph

The following graph compares the performance of our common stock to the performance of the NASDAQ Composite Index and the Russell 2000 Index. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity markets. The comparisons in the chart below are provided in response to SEC disclosure requirements and are not intended to forecast or be indicative of future performance of our common stock. We issued 7,392,856 shares in October 2017, which increased the total number of shares outstanding by about 35% and this had a dilutive effect on the share price as reflected in the following graph.

 

   

Period Ending

 

Index

 

12/31/2014 *

   

12/31/2015

   

12/31/2016

   

12/31/2017

   

12/31/2018

   

12/31/2019

 

CUI Global, Inc.

  $ 100.00     $ 94.50     $ 93.02     $ 36.91     $ 16.51     $ 14.77  

NASDAQ Composite

    100.00       106.96       116.45       150.96       146.67       200.49  

Russell 2000

    100.00       95.59       115.95       132.94       118.30       148.49  

 

* Assumed $100 invested on 12/31/2014 in stock or index, including reinvestment of dividends. Fiscal year ended December 31.

 

Source: S&P Global Market Intelligence

©2020

 

23

 

Dividend Policy

The Company has never paid cash dividends on its Common Stock and the Company does not expect to pay dividends in the foreseeable future.

 

We currently expect to retain future earnings to finance the growth and development of our business. The timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flows; our general financial condition and future prospects; our capital requirements and surplus; contractual restrictions; the amount of distributions, if any, received by us from our subsidiaries; and other factors deemed relevant by our board of directors. Any future dividends on our common shares would be declared by and subject to the discretion of our board of directors.

 

Common Stock Reserved for Future Issuances

Set forth below is a summary of the outstanding securities, transactions and agreements, which relate to 849,635 shares of common stock the Company is required to reserve for potential future issuances.

 

849,635 common shares reserved for outstanding options issued under our Equity Compensation Plans.

As of December 31, 2019, there were reserved for issuance an aggregate of 849,635 shares of common stock for options outstanding under the Company’s 2008 Equity Incentive Plan and the Company’s 2009 Equity Incentive Plan (Executive).

 

Other than as described herein, as of the date of this report, there are currently no plans, arrangements, commitments or understandings for the issuance of additional shares of Common Stock.

 

24

 

RECENT SALES OF UNREGISTERED SECURITIES

 

Following is a list of all securities we sold within the past three years, which were not registered under the Securities Act. The Company relied on Section 4(2) of the Securities Act of 1933 as the basis for an exemption from registration for the following issuances.

 

 2019 Sales of Unregistered Securities

 Common Stock Issued During 2019

 

(Dollars in thousands)

                           

Dates of issuance

 

Type of
issuance

 

Expense/
Prepaid

 

Stock issuance

recipient

 

Reason for

issuance

 

Total no.
of shares

   

Grant date
fair value
recorded at
issuance

 

January, April, July and October 2019

 

Vested restricted common stock

 

Expense

 

Four board members

 

Director compensation

    164,713     $ 162  
                                 

May 2019

 

Common stock

 

Expense

 

Employee

 

Approved bonus

    18,837       17  
                                 

Total 2019 issuances

    183,550     $ 179  (1)

 

(1) Total excludes $36 thousand of 2019 stock compensation and $3 thousand of 2018 stock compensation related to royalties that were recorded as expense but not issued and outstanding as of December 31, 2019.

 

25

 

2018 Sales of Unregistered Securities

 

Common Stock Issued During 2018

 

(Dollars in thousands)

                           

Dates of issuance

 

Type of
issuance

 

Expense/
Prepaid

 

Stock issuance

recipient

 

Reason for

issuance

 

Total no.
of shares

   

Grant date
fair value
recorded at
issuance

 

January, April July, and October 2018

 

Vested restricted common stock

 

Expense

 

Four board members

 

Director compensation

    72,157     $ 175  
                                 

January and July 2018

 

Common stock

 

Expense

 

Three Employees

 

Approved bonuses

    68,118       183  (1)
                                 

July and December 2018

 

Common stock

 

Expense

 

Related Party, James McKenzie

 

Pursuant to royalty agreement

    5,755       14  (1)

Total 2018 issuances

    146,030     $ 372  (2) (3)

 

(1) Includes bonus and royalties of $170 thousand that was accrued and expensed in 2017.

(2) Total excludes $3 thousand of stock compensation related to royalties that were recorded as expense but not issued and outstanding as of December 31, 2018.

(3) Excludes $24 thousand of stock compensation for stock issued in 2017 that was amortized from prepaid expense in 2018.

 

26

 

2017 Sales of Unregistered Securities

 

Common Stock Issued During 2017

 

(Dollars in thousands)

                           

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

 

January, April, August and October 2017

 

Vested restricted common stock

 

Expense

 

Four board members

 

Director compensation

    49,980     $ 200  
                                 

January, February and June 2017

 

Common stock

 

Expense

 

Three Employees

 

Approved bonuses

    28,634       182  (1)
                                 

January and December 2017

 

Common stock

 

Expense

 

Related party, James McKenzie

 

Pursuant to royalty agreement

    3,293       16  (1)

January and February 2017

 

Common stock

 

Expense

 

Two Employees

 

Cashless stock option exercises

    245        (2)

May 2017

 

Common stock

 

Prepaid expense/expense

 

Third-party consultant

 

Strategic investor marketing services

    15,000       57  (3)

Total 2017 issuances

    97,152     $ 455  (4)(5)

 

(1)

Includes bonuses and royalty of $176 thousand that were accrued and expensed in 2016.

(2)

The Company received $0 for the issuance in the cashless option exercises.

(3)

Amount includes $24 thousand that was included in prepaid expense at December 31, 2017.

(4)

Does not include stock expense of $170 thousand included in accrued liabilities at December 31, 2017 for unissued stock.

(5)

Does not include registered 7,392,856 shares issued in October 2017 via the S-3 registration statement. See Note 10. Shareholders' Equity for more information on the October share issuances.

 

 

 Shares Eligible for Future Sale

As of December 31, 2019, we had outstanding 28,383,373 shares of Common Stock. Of these shares, 28,246,147 shares are freely tradable without restriction or limitation under the Securities Act.

 

The 137,226 shares of Common Stock held by existing shareholders as of December 31, 2019 that are ‘‘restricted’’ within the meaning of Rule 144 adopted under the Securities Act (the ‘‘Restricted Shares’’), may not be sold unless they are registered under the Securities Act or sold pursuant to an exemption from registration, such as the exemption provided by Rule 144 promulgated under the Securities Act. The Restricted Shares were issued and sold by us in private transactions in reliance upon exemptions from registration under the Securities Act.

 

Issuer Purchases of Equity Securities

On December 3, 2019, the Board of Directors of the Company authorized and approved a two-year share repurchase program for up to $5 million of the then outstanding shares of the Company's common stock. The following table provides information regarding repurchases of the Company's common stock during the quarter ended December 31, 2019:

 

Period

 

Total Number of

Shares Purchased

   

Average Price

Paid Per share

   

Total Number of

Shares as Part of

Publicly

Announced Plans

or Programs

   

Maximum Dollar

Value of Shares

that May Yet Be

Purchased Under

the Plans or

Programs

 

December 1, 2019 through December 31, 2019

    353,063     $ 1.17       353,063     $ 4,586,678  

Total

    353,063     $ 1.17       353,063     $ 4,586,678  

 

27

 

Item 6. Selected Financial Data

 

The following tables contain selected consolidated financial data as of the dates and for the periods presented. The selected consolidated balance sheet data as of December 31, 2019 and 2018 and the selected consolidated statement of operations data for the years ended December 31, 2019, 2018, and 2017 have been derived from our consolidated financial statements and related notes that we have included elsewhere in this Form 10-K. The selected consolidated balance sheet data as of December 31, 2017, 2016, and 2015 and the selected consolidated statement of operations data for the years ended December 31, 2016 and 2015 have been derived from consolidated financial statements that are not presented in this Form 10-K. The timing of acquisitions and divestitures completed during the years presented affects the comparability of the selected financial data.

 

The selected historical consolidated financial data as of any date and for any period are not necessarily indicative of the results that may be achieved as of any future date or for any future period. You should read the following selected historical financial data in conjunction with the more detailed information contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and the related notes that we have presented elsewhere in this Form 10-K.

 

(In thousands, except share and per share amounts)

 

For the Years Ended December 31,

 
   

2019

   

2018 (d)

   

2017

   

2016

   

2015

 
                                         

Selected Statements of Operations Data (a):

                                       

Total revenues

  $ 23,492     $ 20,342     $ 18,843     $ 28,058     $ 28,203  

Cost of revenues

    17,680       17,783       12,913       16,141       17,661  

Gross profit

    5,812       2,559       5,930       11,917       10,542  

Selling, general and administrative expense

    20,063       18,629       17,506       17,483       16,845  

Depreciation and amortization

    1,544       1,549       1,366       1,422       1,964  

Research and development

    139       155       222       143       141  
                                         

Provision for (credit to) bad debt

    131       13       (16

)

    44       125  
                                         

Impairment of goodwill (b)

          4,347       3,152              

Other operating expenses

    (20

)

          5       (1

)

    34  

Loss from operations

    (16,045

)

    (22,134

)

    (16,305

)

    (7,174

)

    (8,567

)

Other income (expense)

    567       (316

)

    310       (385

)

    20  

Interest expense

    (61

)

    (216

)

    (201

)

    (202

)

    (178

)

Loss before income taxes and equity in net earnings of affiliate

    (15,539

)

    (22,666

)

    (16,196

)

    (7,761

)

    (8,725

)

Net (loss) income of affiliate

    (1,043

)

                      53  

Income tax (benefit) (c)

    (2,956

)

    (1,342

)

    (2,251

)

    (49

)

    (1,270

)

                                         

Loss from continuing operations, net of income taxes

    (13,626

)

    (21,324

)

    (13,945

)

    (7,712

)

    (7,402

)

Income from discontinued operations, net of income taxes

    12,497       3,999       1,356       446       1,415  

Net loss

  $ (1,129

)

  $ (17,325

)

  $ (12,589

)

  $ (7,266

)

  $ (5,987

)

Loss from continuing operations per common share - basic and diluted

  $ (0.48

)

  $ (0.75

)

  $ (0.62

)

  $ (0.37

)

  $ (0.36

)

Earnings from discontinued operations per common share - basic and diluted

    0.44       0.14       0.06       0.02       0.07  
                                         

Loss per common share - basic and diluted

  $ (0.04

)

  $ (0.61

)

  $ (0.56

)

  $ (0.35

)

  $ (0.29

)

Basic and diluted weighted average number of shares outstanding

    28,654,500       28,517,339       22,397,865       20,897,812       20,792,494  

 

 

(In thousands, except share data)

 

As of December 31,

 
   

2019

   

2018

   

2017

   

2016

   

2015

 

Selected Balance Sheet Data:

                                       

Cash and cash equivalents

  $ 23,351     $ 3,979     $ 12,646     $ 4,617     $ 7,267  

Total current assets

    41,694       35,481       41,276       32,103       38,157  

Total assets

    64,158       70,167       87,909       79,843       90,848  

Total current liabilities

    15,995       18,586       18,914       17,738       17,055  

Total liabilities

    21,041       28,629       30,423       31,208       31,332  

Total stockholders' equity

    43,117       41,538       57,486       48,635       59,516  

Common shares outstanding

    28,383,373       28,552,886       28,406,856       20,916,848       20,806,219  

 

(a)

Statements of operations selected data for 2018, 2017, 2016 and 2015 has been reclassified to present continuing operations separately from operations classified as discontinued operations and consistent with the 2019 presentation.

(b)

During the year ended December 31, 2018, management determined that an impairment of $4.3 million was necessary related to goodwill at Orbital-UK. During the year ended December 31, 2017, management determined that an impairment of $3.2 million was necessary related to goodwill at Orbital-UK.

(c)

There was an $887 thousand tax benefit generated from the effect of the USA Tax Cut and Jobs Act ("Tax Act") passed in December 2017.

(d)

ASC 606, Revenue from Contracts with Customers, was applied on a modified retrospective basis as of January 1, 2018 thus years prior to 2018 are not restated.

 

28

 

Item 7.  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 our audited consolidated financial statements as of December 31, 2019 and notes thereto included in this document and our unaudited 10-Q filings for the first three quarters of 2019 and the notes thereto. In addition to historical information, the following discussion and other parts of this Form 10-K contain forward-looking information that involves risks and uncertainties. Our actual results could differ materially from those anticipated by such forward-looking information due to factors discussed elsewhere in this Form 10-K.

 

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, expressed or implied by such forward-looking statements. These forward-looking statements are identified by the 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; 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-K 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, Inc. is a Colorado corporation organized on April 21, 1998. The Company’s principal place of business is located at 20050 SW 112th Avenue, Tualatin, Oregon 97062, phone (832) 467-1420. CUI Global is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. Through its subsidiaries, CUI Global has built a diversified portfolio of industry leading technologies that touch many markets.

 

 

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (‘‘GAAP’’). GAAP requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

 

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While all of our significant accounting policies impact the Company’s financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would have caused a material change in our results of operations, financial position or liquidity for the periods presented in this report.

 

Asset Impairment

The Company reviews its long-lived assets including finite-lived intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. In performing the review for recoverability, the Company estimates the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized as the excess of the carrying amount over the fair value. Otherwise, an impairment loss is not recognized. Management estimates the fair value and the estimated future cash flows expected. Any changes in these estimates could impact whether there was impairment and the amount of the impairment.

 

In the fourth quarter of 2019, the Company determined that certain acquisition intangibles related to CUI-Canada, which were classified as held for sale in 2019 did not have adequate forecasted revenue to justify the current valuation and were written off. This was primarily driven by the Company's decision to close the facility by the end of 2020. The impairment of $92 thousand is reported in discontinued operations.

 

In the fourth quarter of 2018, the Company determined that certain long-term prepaid assets classified on the balance sheet as deposits and other assets, which were reliant on future revenue in order to be amortized to expense, did not have adequate forecasted revenue to justify the current valuation. This was primarily driven by the lack of substantial sales over the previous two years and uncertainty regarding the level of future sales. For that reason, the Company recorded a $1.5 million impairment to deposits and other assets included in cost of revenues and reclassified $0.1 million to prepaid assets. The amount reclassified to prepaid assets related to prepaid royalties associated with expected 2019 revenue.

 

Indefinite-Lived Intangibles and Goodwill Assets

The Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, ‘‘Business Combinations,’’ where the total purchase price is allocated to the tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values. The purchase price is allocated using the information currently available, and may be adjusted, up to one year from acquisition date, after obtaining more information regarding, among other things, asset valuations, liabilities assumed and revisions to preliminary estimates. The purchase price in excess of the fair value of the tangible and identified intangible assets acquired less liabilities assumed is recognized as goodwill.

 

2019 Goodwill Impairments

In the fourth quarter of 2019, the Company determined that it was more likely than not that the fair value of its goodwill at CUI-Canada and CUI Japan was less than the carrying amounts. The Company hired a third-party valuation expert to perform a valuation and it was determined that the remaining goodwill held by CUI-Canada and CUI Japan should be written down to zero. With those write downs, the Company does not have any remaining goodwill.

 

2018 Goodwill Impairments

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 halt in shipping of its GasPT product to a major customer in Italy and market uncertainty due to the continuing effects of Brexit.

 

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The Company performed a quantitative test for the Orbital-UK reporting unit, which resulted in a goodwill impairment charge of $1.3 million during the second quarter of 2018.

 

December 2018 Interim Test. During the fourth quarter of 2018, the Company determined that there were additional 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 than what was originally forecasted. Actual GasPT revenue continued to lag behind forecasted revenue as acceptance of the technology continued to be slower than anticipated and continued delays associated with existing customer contracts that had not yet resumed even though previously communicated issues had been resolved. This slower than expected recovery, led to lower 2018 revenue, operating income and cash flows than originally forecasted.

 

As a result of its analysis, the Company performed another quantitative test of goodwill. The quantitative test for the Orbital-UK reporting unit resulted in a further 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 discontinued Power and Electromechanical segment were tested for impairment due to the overall decrease in market capitalization experienced in 2018, with no impairment identified.

 

December 2017 Interim Test. During the fourth quarter of 2017, 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 annual goodwill impairment test performed as of May 31, 2017 included a decline in the 2017 actual revenue, operating income and cash flows compared to previously forecasted results and a decline in the 2018 forecasted revenue, operating income and cash flows due in part to the longer than expected halt in shipping of its GasPT product to a major customer in Italy and market uncertainty due to the continuing effects of Brexit.

 

The Company performed a quantitative analysis and concluded that the carrying value of the Orbital-UK reporting unit exceeded its estimated fair value. The quantitative test resulted in an impairment for the Orbital-UK reporting unit, and the Company recorded a goodwill impairment charge of $3.2 million during the fourth quarter of 2017.

 

Long-lived assets and finite lived intangible assets

Besides goodwill being tested for impairment, the Company also tested its long-lived assets and finite lived intangible assets for Orbital-UK. The result of the quantitative test of undiscounted cash flows, did not result in any impairment.

 

Stock-Based Compensation

The Company accounts for stock-based compensation using FASB Accounting Standards Codification No. 718 (‘‘FASB ASC 718’’), ‘‘Compensation – Stock Compensation.’’ FASB Codification No. 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related vesting period.

 

Stock bonuses issued to employees are recorded at fair value using the market price of the stock on the date of grant and expensed over the vesting period or immediately if fully vested on date of issuance. Employee stock options are recorded at fair value using the Black-Scholes option pricing model. The underlying assumptions used in the Black-Scholes option pricing model by the Company are taken from publicly available sources including: (1) volatility and grant date stock price, which are sourced from historic stock price information; (2) the appropriate discount rates are sourced from the United States Federal Reserve; and (3) other inputs are determined based on previous experience and related estimates. With regards to expected volatility for determining the fair value of our stock options, the Company utilizes an appropriate period for historical share prices for CUI Global, Inc. that best reflects the expected weighted average lifespan of the options.

 

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Valuation of Non-Cash Capital Stock Issuances

The Company values its stock transactions based upon the fair value of the equity instruments. Various methods can be used to determine the fair value of an equity instrument. The Company may use the fair value of the consideration received, the quoted market price of the stock or a contemporaneous cash sale of the common or preferred stock. Each of these methods may produce a different result. Management uses the method it determines most appropriately reflects the stock transaction. If a different method was used it could impact the expense and equity stock accounts. In 2019, 2018, and 2017, the Company used the quoted market price of the Company's common stock to estimate the fair value of stock transactions.

 

Revenue Recognition

On January 1, 2018, we adopted the accounting standard ASC 606, “Revenue from Contracts with Customers” and all the related amendments (“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 revenue standard was applied using the modified retrospective method. We recognized the cumulative effect of initially applying the 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 standard to primarily affect the timing of revenue recognition. The most significant impact was on the discontinued operations of the Power and Electromechanical segment revenue with certain distribution customers that were previously recorded as “sell through." Under the revenue accounting guidance, we 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 majority of contracts, revenue is still measured over time using the cost-to-cost method. The change that most affected the transition adjustment on 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 discontinued Power and Electromechanical segment partially offset by a $(0.9) million transition adjustment from the Energy segment, net of deferred tax.

 

The Company generates its 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, petrochemical, emissions, manufacturing and automotive industries, among others.

 

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.

 

For our construction contracts, revenue is generally recognized over time. 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, generally when shipped.

 

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For our services contracts, revenue is 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, outage services and training 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 extended 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. We also assess our customers' ability and intention to pay, which is based on a variety of factors, including our historical payment experience with and the financial condition of our customers. Payment terms and conditions vary by contract, although our standard terms include a requirement of payment within 30 days. Accounts receivable are recognized net of an allowance for doubtful accounts.

 

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 exceeds 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 Consolidated Balance Sheets.

 

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.

 

Performance Obligations

Remaining Performance Obligations

Remaining performance obligations represents the transaction price of contracts with customers for which work has not been performed and excludes unexercised contract options and potential orders under ordering-type contracts. As of December 31, 2019, the Company's remaining performance obligations are generally expected to be filled within the next 12 months.

 

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Any 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 on a cumulative catch-up basis in the period they become known, 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, 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 29% and 22% of revenues for the years ended December 31, 2019 and 2018. Revenue on these contracts is recognized when the product is shipped and the customer takes ownership of the product. Determination of control transfer is determined by shipping terms delineated on the customer purchase orders and is generally when shipped.

 

Variable Consideration

The nature of our contracts gives rise to several types of variable consideration, including new product returns and scrap return allowances. In rare instances, 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. These amounts are included in our calculation of net revenue recorded for our contracts and the associated remaining performance obligations.

 

Significant Judgments

Our contracts with certain customers may be subject to contract cancellation clauses. Contracts with other cancellation provisions may require judgment in determining the contract term, including the existence of material rights, transaction price and identifying the performance obligations and whether a contract should be accounted for over time or on a completed contract basis. Revenue is recognized for certain integration systems over time using cost-based input methods, in which significant judgement is required to evaluate assumptions including the amount of total estimated costs to determine our progress towards contract completion and to calculate the corresponding amount of revenue to recognize.

 

At times, customers may request changes that either amend, replace or cancel existing contracts. Judgment is required to determine whether the specific facts and circumstances within the contracts require the changes to be accounted for as a separate contract or as a modification. Generally, contract modifications containing additional goods and services that are determined to be distinct and sold at their stand-alone selling price are accounted for as a separate contract. For contract modifications where goods and services are not determined to be distinct and sold at their stand-alone selling price, the original contract is updated and the required adjustments to revenue and contract assets, liabilities, and other accounts will be made accordingly.

 

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately rather than together may require significant judgment. For, example, we consider many of our contracts that coordinate multiple products into an integrated system to be a single performance obligation, while the same products would be considered separate performance obligations if not so integrated.

 

In contracts where there are timing differences between when we transfer a promised good or service to the customer and when the customer pays for that good or service, we have determined that, our contracts do not include a significant financing component.

 

Liquidity and Capital Resources

General

As of December 31, 2019, CUI Global held Cash and cash equivalents of $23.4 million. Operations, other intangible assets, and equipment have been funded through cash on hand and short-term credit facilities during the year ended December 31, 2019.

 

Cash used in Operations

There was a use of cash from operations of approximately $11.5 million during the year ended December 31, 2019. This was a decrease from the use of cash from operations of approximately $12.3 million and an increase from approximately $9.4 million for the years ended December 31, 2018 and 2017, respectively. Overall, the change in cash used in operations is primarily the result of the loss from continuing operations, net of income taxes in 2019 before non-cash expenses affected by changes in assets and liabilities.

 

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Cash used in operations of $11.5 million in 2019 was a $0.8 million decrease in cash used compared to the amount used in operations in 2018. The year ended December 31, 2019 benefited from improved results in the Energy segment, which used $8.3 million of cash in 2019, a decrease from the $11.1 million used in 2018. The Company's discontinued operations included the Company's domestic power and electromechanical businesses, which were divested in 2019, resulting in lower cash generated in 2019 compared to 2018, with $2.7 million generated in 2019 compared to $4.5 million in 2018. Cash used in the other category increased to $5.9 million in 2019 compared to $5.7 million in 2018. This increased use of cash by the other category was due primarily to increased merger, and acquisition activity in 2019 compared to 2018 culminating in the divestiture of the domestic power and electromechanical business in two separate transactions.

 

During 2019, in addition to the Company's net loss after non-cash items, significant factors affecting cash used in operating activities included the change in trade accounts receivable and accrued liabilities. The change in trade accounts receivable accounted for $1.5 million source of cash in operating activities and was due to lower overall fourth quarter revenues in the Energy segment compared to the revenues in the fourth quarter of 2018. Increased cash source of $2.2 million from change in accrued liabilities was due to a non-cash severance accrual recorded at CUI-Canada in preparation for closing that facility in late 2020. Refund liabilities were a $1.3 million use of cash as customers looked to utilize their refunds prior to the divesture of the power and electromechanical business. A $14.1 million gain on the sale of the company's domestic power and electromechanical businesses and a $2.6 million deferred tax gain were non-cash income statement items that did not affect cash from operations.

 

We believe cash used in operating activities will improve in 2020, primarily due to the expected continued improvement in revenue from other integration related systems including biomethane to grid solutions and new product and service opportunities currently being pursued. We believe the cash usage rate in the other category will be flat to slightly higher due to continued merger and acquisition activity expected in 2020.

 

For the 2018 year, in addition to the Company's net loss after non-cash items, significant factors affecting cash used in operating activities included the change in trade accounts receivable and inventories. The change in trade accounts receivable accounted for $3.8 million of cash used in operating activities and was due to higher fourth quarter revenues in the Energy segment and discontinued operations compared to the revenues in the fourth quarter of 2017. Increased cash usage of $2.2 million from change in inventories were due to a build-up of inventories in our discontinued power and electromechanical business due to longer lead times for these products and timing related to customer order and delivery schedules, partially offset by positive changes to inventories in the Energy segment. Also contributing to the increased cash usage was a decrease in contract liabilities of $2.3 million. The increased cash usage was partially offset by a combined $3.4 million of cash provided by changes in accounts payable, accrued expenses and refund liabilities.

 

The cash from operations in 2017 was negatively affected by a larger net loss attributable to the Energy segment compared to 2016 and the timing of accounts receivable collections and accounts payable payments in both the Energy segment and discontinued operations.

 

During 2017, in addition to the change in trade accounts receivable and accounts payable, significant factors that impacted the cash used in operations included cash used for inventory purchases of approximately $0.4 million associated with timing of customer orders and ongoing projects, $0.5 million related to the change in deposits and other assets due to the increase in long-term prepaid royalties at Orbital-UK, $0.5 million use of cash related to changes in accrued expenses primarily due to a change in accrued compensation in the Energy segment and a $0.4 million use of cash from changes in prepaid assets that affected the Energy segment, discontinued operations and the other category. Changes in the combined contract assets and contract liabilities were a combined approximate $2.8 million source of cash in the period related to billings on projects in the Energy segment and increases in deferred revenue from distributor activity within discontinued operations.

 

On a segment basis, in 2017, the discontinued Power and Electromechanical businesses contributed cash from operations of approximately $3.9 million while the Energy segment used cash of approximately $8.4 million and the Other category used cash of approximately $4.9 million. The Energy segment was hampered by the continued costs of building brand awareness in North America and a regulatory issue in Italy unrelated to the technology that delayed the next phase of a significant GasPT project.

 

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During 2019, 2018 and 2017, the Company used stock and options as a form of payment to certain vendors, consultants, directors and employees. For years ended December 31, 2019, 2018 and 2017, the Company recorded a total of $0.2 million, $0.2 million and $0.4 million, respectively for share-based compensation related to equity given, or to be given, to employees, directors and consultants for services provided and as payment for royalties earned. The decreases in 2019 compared to 2018 and in 2018 compared to 2017 were due to lower stock-based bonuses, and lower stock-based services. There were no stock option vesting expense in 2019, 2018, or 2017.

 

Proceeds from Sale of Businesses, Proceeds from Sale of Building, Capital Expenditures and Investments

In 2019, the Company sold its domestic power and electromechanical businesses in two separate transactions for total proceeds of $35.4 million.

 

In December 2018, the Company completed the sale and leaseback of its Tualatin headquarters. The sale for $8.1 million generated net cash proceeds of $4.2 million after transaction related expenses and after paying off the mortgage on the building and related interest rate swap derivative.

 

During the years ended 2019, 2018 and 2017, CUI Global invested $0.3 million, $1.0 million and $0.9 million, respectively, in fixed assets. These investments typically include additions to equipment for engineering and research and development, tooling for manufacturing, furniture, computer equipment for office personnel, facilities improvements and other fixed assets as needed for operations. The Company anticipates further investment in fixed assets during 2020 in support of its on-going business and continued development of product lines, technologies and services.

 

CUI Global invested $0.4 million, $0.5 million, and $0.6 million in other intangible assets during 2019, 2018 and 2017, respectively. These investments typically include product certifications, technology rights, capitalized website development, software for engineering and research and development and software upgrades for office personnel. Investments in 2019, 2018 and 2017 primarily related to product certifications in the discontinued Power and Electromechanical businesses and investments in software in the Energy segment. In the short-term, investments in other intangibles are expected to be down due to the divestiture of the domestic power and electromechanical businesses. The Company expects to continue to invest in software and technology throughout 2020.

 

During 2019, CUI Global made cash investments of $2.1 million and elected to convert its $0.7 million of convertible notes receivable to VPS stock. In addition to the cash investments, the Company contributed certain property and equipment, other intangible assets, inventories, prepaid assets, open purchases orders, research and development expenditures and the convertible note receivable for a total investment of $5.9 million for a 21.4% equity investment in Virtual Power Systems ("VPS"). Through December 31, 2019, the noncash portion of the investment was $3.8 million. The Company's share ownership percentage was diluted to 20.58% as of December 31, 2019 due to additional share issuances by VPS.

 

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 Software Defined Power technologies. The notes accrued interest at 2% per annum and the interest was compounded annually. These investments were converted to VPS stock in 2019.

 

Investments made by the Company are subject to an investment policy, which limits our risk of loss exposure by setting appropriate credit quality requirements for investments held, limiting maturities to be one year or less, and setting appropriate concentration levels to prevent concentrations. This includes a requirement that no more than 3% of the portfolio, or $500,000, whichever is greater, may be invested in one particular issue. Since the investment in VPS was considered a strategic investment, the board and management reviewed and approved the investment above the board set limit for individual issuers.

 

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Financing Activities

During the years ended December 31, 2019, 2018, and 2017, the Company issued payments of $4 thousand, $3 thousand and $29 thousand, respectively, against capital leases of motor vehicles and equipment. The Company paid $3.4 million and $89 thousand against the mortgage note payable in 2018 and 2017, respectively, with the payoff coming in 2018 as part of the sale-leaseback of the Company's headquarters building. In addition, with the payoff of the mortgage on the Company's headquarters building, the Company also closed out its interest rate swap derivative with a payment of $0.2 million. Also in 2018 and 2017, the Company issued payments of $45 thousand, and $61 thousand, respectively, toward the contingent liability associated with the Tectrol acquisition.

 

At December 31, 2018, the Company had a 1.5 million British pound sterling overdraft facility (approximately $1.9 million at December 31, 2018) and a $5.0 million revolving line of credit (LOC).

 

During April 2019, CUI Global replaced the existing line of credit and overdraft facilities with a new two-year credit facility with Bank of America for CUI Inc. and CUI-Canada, perfected by a first security lien on all assets of CUI Inc. and CUI-Canada. The facility also included a $3 million sub-limit for use by CUI-Global non-loan party subsidiaries as a reserve under the borrowing base. The credit facility provided for working capital and general corporate purposes. The credit facility provided up to $10,000,000 in a Revolving Line of Credit Facility (“Revolver”), including a sub-limit for letters of credit. Interest was based upon Daily Floating LIBOR at LIBOR + 2.00%. The Company discontinued this line of credit in 2019 upon the sale of the domestic power and electromechanical businesses. The additional credit was no longer needed due to the cash influx from the sale of the businesses, and the sold businesses were a primary source of collateral for the line of credit.

 

For the year ended December 31, 2019, 2018, and 2017, the Company recorded proceeds of $6.8 million, $19.5 million, and $9.8 million, respectively, from the Company's overdraft facility in the U.K., and $27.5 million, $20.0 million, and $22.3 million respectively, from the Company's line of credit. Those proceeds were paid back during that time and in 2019 both facilities were discontinued.

 

S-3 registration

The Company filed an S-3 registration statement on March 14, 2017 containing a prospectus that was effective March 29, 2017. With this filing, CUI Global may from time to time issue various types of securities, including common stock, preferred stock, debt securities and/or warrants, up to an aggregate amount of $100 million.

 

The Company utilized this registration in October 2017, when the Company issued an additional 7,392,856 shares at a public offering price of $2.80 per share.

 

As the Company focuses on strategic acquisitions, technology development, product line additions, and increasing its energy infrastructure services market presence, it will fund these activities together with related sales and marketing efforts for its various product offerings with cash on hand, including proceeds from future issuances of equity through the S-3 registration statement, and available debt.

 

CUI Global may raise additional capital needed to fund the further development and marketing of its products as well as payment of its debt obligations.

 

See the section entitled Recent Sales of Unregistered Securities for a complete listing of all unregistered securities transactions.

 

Financing activities – related party activity

During 2019, 2018 and 2017, $0.2 million, $0.3 million, and $0.3 million, respectively in interest payments were made in relation to the promissory notes issued to related party, IED, Inc. The promissory note terms included a due date of May 15, 2020 and an interest rate of 5% per annum, with interest payable monthly and the principal due as a balloon payment at maturity. In 2019, this note was assumed by the buyer as part of the sale of the Electromechanical operations.

 

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Recap of Liquidity and Capital Resources

During the year ended December 31, 2019, the Company generated $35.4 million in cash through the sale of its domestic power and electromechanical businesses. In 2019, the Company's Energy segment continued to use cash while the Company's discontinued operations generated cash while owned by the Company. Along with an ongoing focus on research and development and growth initiatives, cash usage was greater than what it will be when the Energy businesses are fully mature. The net cash used in operating activities decreased to $11.5 million in 2019 from $12.3 million in 2018 with much of that due to the ongoing efforts to grow the current businesses.

 

The Company's line of credit and overdraft facility were paid off in 2019 and were made unnecessary by the cash generated from the sale of the Company's domestic power and electromechanical businesses.

 

At December 31, 2019, the Company had cash and cash equivalents balances of $23.4 million. At December 31, 2019 and 2018, the Company had $1.0 million and $0.3 million, respectively, of cash and cash equivalents balances at domestic financial institutions, which were covered under the FDIC insured deposits programs and $0.3 million and $67 thousand, respectively, at foreign financial institutions covered under the United Kingdom Financial Services Compensation (FSC) and the Canada Deposit Insurance Corporation (CDIC). At December 31, 2019 and 2018, the Company held $0.2 million and $0.3 million, respectively, in Japanese foreign bank accounts, $0.6 million and $0, respectively, in European foreign bank accounts and $0.2 million and $67 thousand, respectively, in Canadian bank accounts.

 

The following tables present our contractual obligations as of December 31, 2019:

 

   

Payments due by period

 

(In thousands)

 

Less than

1 year

   

1 to 3 years

   

3 to 5 years

   

After 5 years

   

Total

 

Financing lease obligations:

                                       

Minimum lease payments

  $ 4     $ 1     $     $     $ 5  
                                         

Operating lease obligations:

                                       

Operating leases

    1,173       2,137       1,235       2,688       7,233  
                                         

Notes payable obligations:

                                       

Notes payable maturities

    473                         473  

Total Obligations

  $ 1,650     $ 2,138     $ 1,235     $ 2,688     $ 8,076  

 

As of December 31, 2019, the Company had an accumulated deficit of $122.2 million.

 

The Company expects the revenues from its continuing operations, and cash on hand, to cover operating and other expenses for the next twelve months of operations. However, in the short-term, the Company expects its Orbital operations in Houston and the U.K. to continue to need cash support as the businesses increase their market positions and revenue.

 

Off-Balance Sheet Arrangements - Obligations under Certain Guarantee Contracts

The Company may enter into guarantee arrangements in the normal course of business to facilitate commercial transactions with third parties. As of December 31, 2019, the Company is an indemnitor on a surety bond for an unconsolidated third party related to a $4.6 million project that is approximately 90% complete and expected to be completed in 2020. The Company does not expect any liability associated with this off-balance sheet arrangement.

 

38

 

Results of Operations

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

 

(Dollars in thousands)

 

For the Year Ended December 31, 2019

 
   

Energy

   

Percent of
Segment
Revenues

   

Other

   

Percent
of
Segment
Revenues

   

Total

   

Percent of
Total
Revenues

 

Total revenues

  $ 23,492       100.0

%

  $      

%

  $ 23,492       100.0

%

Cost of revenues

    17,680       75.3

%

         

%

    17,680       75.3

%

Gross profit

    5,812       24.7

%

         

%

    5,812       24.7

%

Operating expenses:

                                               

Selling, general and administrative expense

    12,657       53.9

%

    7,406      

%

    20,063       85.4

%

Depreciation and amortization

    1,520       6.5

%

    24      

%

    1,544       6.6

%

Research and development

    139       0.6

%

         

%

    139       0.6

%

Provision for bad debt

    131       0.5

%

         

%

    131       0.5

%

Other operating income

    (20

)

    (0.1

)%

         

%

    (20

)

    (0.1

)%

Total operating expenses

    14,427       61.4

%

    7,430      

%

    21,857       93.0

%

Loss from operations

  $ (8,615

)

    (36.7

)%

  $ (7,430

)

   

%

  $ (16,045

)

    (68.3

)%

 

 

(Dollars in thousands)

 

For the Year Ended December 31, 2018

 
   

Energy

   

Percent of
Segment
Revenues

   

Other

   

Percent
of
Segment
Revenues

   

Total

   

Percent of
Total
Revenues

 

Total revenues

  $ 20,342       100.0

%

  $      

%

  $ 20,342       100.0

%

Cost of revenues

    17,783       87.4

%

         

%

    17,783       87.4

%

Gross profit

    2,559       12.6

%

         

%

    2,559       12.6

%

Operating expenses:

                                               

Selling, general and administrative expense

    13,687       67.3

%

    4,942      

%

    18,629       91.6

%

Depreciation and amortization

    1,525       7.5

%

    24      

%

    1,549       7.6

%

Research and development

    155       0.7

%

         

%

    155       0.7

%

Provision (credit) for bad debt

    13       0.1

%

         

%

    13       0.1

%

Impairment of goodwill and intangible assets

    4,347       21.4

%

         

%

    4,347       21.4

%

Total operating expenses

    19,727       97.0

%

    4,966      

%

    24,693       121.4

%

Loss from operations

  $ (17,168

)

    (84.4

)%

  $ (4,966

)

   

%

  $ (22,134

)

    (108.8

)%

 

(Dollars in thousands)

 

For the Year Ended December 31, 2017

 
   

Energy

   

Percent of
Segment
Revenues

   

Other

   

Percent
of
Segment
Revenues

   

Total

   

Percent of
Total
Revenues

 

Total revenues

  $ 18,843       100.0

%

  $      

%

  $ 18,843       100.0

%

Cost of revenues

    12,913       68.5

%

         

%

    12,913       68.5

%

Gross profit

    5,930       31.5

%

         

%

    5,930       31.5

%

Operating expenses:

                                               

Selling, general and administrative expense

    12,588       66.8

%

    4,918      

%

    17,506       92.9

%

Depreciation and amortization

    1,345       7.2

%

    21      

%

    1,366       7.3

%

Research and development

    222       1.2

%

         

%

    222       1.2

%

Provision for bad debt

    (16

)

    (0.1

)%

         

%

    (16

)

    (0.1

)%

Impairment of goodwill and intangible assets

    3,152       16.7

%

         

%

    3,152       21.4

%

Other operating expenses

    5      

%

         

%

    5       16.7

%

Total operating expenses

    17,296       91.8

%

    4,939      

%

    22,235      

%

Loss from operations

  $ (11,366

)

    (60.3

)%

  $ (4,939

)

   

%

  $ (16,305

)

    1.2

%

 

39

 

Revenue

   

For the Years Ended December 31,

 

Revenues by Segment

         

Percent

           

Percent

         

(Dollars in thousands)

 

2019

   

Change

   

2018

   

Change

   

2017

 

Energy

  $ 23,492       15.5

%

  $ 20,342       8.0

%

  $ 18,843  

Other

         

%

         

%

     

Total revenues

  $ 23,492       15.5

%

  $ 20,342       8.0

%

  $ 18,843  

 

2019 compared to 2018

Revenues in 2019 are attributable to continued sales and marketing efforts. Net revenues for the year ended December 31, 2019 were greater than in 2018 due to higher integration revenues in the Company's North America operations offset by lower integration revenues in the Company's U.K. operations. North American operations had significantly higher overall revenues than in 2018 after a strong fourth quarter. U.K. operations were down overall for the year and had a weak fourth quarter with the continued delay in shipment of GasPTs toward a significant project in Italy. The U.K. market continues to face headwinds surrounding Brexit and the impact of the political environment on investment within the sector. Revenues will fluctuate generally around the timing of customer project delivery schedules.

 

At December 31, 2019, the Energy segment held a backlog of customer orders of approximately $9.6 million compared to approximately $15.7 million at December 31, 2018.

 

2018 compared to 2017

Higher revenue in 2018 is associated with a strong fourth quarter for revenues due to the timing of customer project delivery schedules. Revenue was higher in both our UK and Houston facilities.

 

At December 31, 2018, the Energy segment held a backlog of customer orders of approximately $15.7 million compared to approximately $12.6 million at December 31, 2017.

 

Cost of Revenues

 

   

For the Years Ended December 31,

 

Cost of Revenues by Segment

         

Percent

           

Percent

         

(Dollars in thousands)

 

2019

   

Change

   

2018

   

Change

   

2017

 

Energy

  $ 17,680       (0.6

)%

  $ 17,783       37.7

%

  $ 12,913  

Other

         

%

         

%

     

Total cost of revenues

  $ 17,680       (0.6

)%

  $ 17,783       37.7

%

  $ 12,913  

 

2019 compared to 2018

The cost of revenues as a percentage of revenue decreased to 75% during the year ended December 31, 2019 from 87% during the year ended December 31, 2018. The decrease in the cost of revenues as a percentage of revenue was due largely to a 2018 increase to inventory reserves of $1.4 million related to a write-down of inventory and a 2018 $1.5 million write down of long-term deposits and other assets that were prepaid within the Energy segment. Both of these accounting adjustments increased the cost of sales as a percent of revenues in 2018. The Company expects improved cost of revenues as a percentage of revenues in 2020 as a result of increased sales of higher margin products and better mix of integration and service projects.

 

2018 compared to 2017

The cost of revenues as a percentage of revenue increased to 87% during the year ended December 31, 2018 from 69% during the year ended December 31, 2017. The increase in the cost of revenues as a percentage of revenue was due largely to an increase to inventory reserves of $1.4 million related to a write-down of inventory and a $1.5 million write down of long-term deposits and other assets that were prepaid within the Energy segment in 2018. Also contributing to the higher percentage was a less favorable revenue mix of integration projects in 2018.

 

40

 

Selling, General and Administrative Expense

 

   

For the Years Ended December 31,

 

Selling, General, and Administrative Expense by Segment

         

Percent

           

Percent

         

(Dollars in thousands)

 

2019

   

Change

   

2018

   

Change

   

2017

 

Energy

  $ 12,657       (7.5

)%

  $ 13,687       8.7

%

  $ 12,588  

Other

    7,406       49.9

%

    4,942       0.5

%

    4,918  

Total selling, general and administrative expense

  $ 20,063       6.0

%

  $ 18,629       6.4

%

  $ 17,506  

 

Selling, General and Administrative (SG&A) expenses includes such items as wages, commissions, consulting, general office expenses, business promotion expenses and costs of being a public company including legal and accounting fees, insurance and investor relations. SG&A expenses are generally associated with the ongoing activities to reach new customers, promote new product lines including GasPT, VE, and other new product and service introductions.

 

2019 compared to 2018

During the year ended December 31, 2019, SG&A increased $1.4 million compared to the year ended December 31, 2018. The increase in SG&A for the year was due to increased corporate costs largely due to strategic initiatives, which included increased professional fees including legal, accounting, tax, investor relations, and costs associated with due diligence activities related to prospective acquisitions. Partially offsetting the increased SG&A costs in the Other category were decreased costs in the Energy segment primarily due to improved operating costs including lower professional fees in 2019 and lower translated costs at our U.K. operations due to generally lower foreign exchange rates and higher costs in the 2018 comparable period from increased marketing expenses related to the 2018 World Gas Conference.

 

SG&A decreased to 85% of total revenue in 2019 compared to 92% of total revenue during the year ended December 31, 2018 due to economies of scale on 16% higher consolidated revenues.

 

2018 compared to 2017

 

During the year ended December 31, 2018, SG&A increased $1.1 million compared to the year ended December 31, 2017. The increase for the year is due to increased costs in the Energy segment primarily due to higher selling expenses on the higher sales within the segment, higher professional fees in the Energy segment and higher SG&A expenses at the new Houston facility. Also contributing to the higher SG&A expenses in the Energy segment in 2018 were increased marketing expenses related to the World Gas Conference. SG&A decreased slightly to 92% of total revenue in 2018 compared to 93% of total revenue during the year ended December 31, 2017 due to economies of scale on 8% higher consolidated revenues.

 

Depreciation and Amortization

 

   

For the Years Ended December 31,

 

Depreciation and Amortization by Segment

         

Percent

           

Percent

         

(Dollars in thousands)

 

2019

   

Change

   

2018

   

Change

   

2017

 

Energy

  $ 1,520       (0.3

)%

  $ 1,525       13.4

%

  $ 1,345  

Other

    841       (43.2

)%

    1,480       (1.7

)%

    1,505  

Total depreciation and amortization (1)

  $ 2,361       (21.4

)%

  $ 3,005       5.4

%

  $ 2,850  

 

(1) The Other category included depreciation and amortization of discontinued operations.

 

The depreciation and amortization expenses are associated with depreciating buildings, furniture, vehicles, equipment, software and other intangible assets over the estimated useful lives of the related assets.

 

41

 

2019 compared to 2018

Depreciation and amortization decreased for the year ended December 31, 2019 compared to the comparable period in 2018. The majority of the decrease was in the Other category primarily as a result of the Company's sale and leaseback of the Tualatin facility in December 2018 and the transfer of certain fixed assets as part of the VPS equity-method investment. Depreciation included in the Other category is primarily related to the Company's discontinued operations.

 

2018 compared to 2017

Depreciation and amortization increased slightly for the year ended December 31, 2018 compared to the comparable period in 2017.  The increase was a result of an increase in the Energy segment due to generally increased foreign currency translation rates in 2018 compared to 2017 and increased software amortization due to Orbital's new ERP system going into service in 2018.

 

Research and Development

 

   

For the Years Ended December 31,

 

Research and Development by Segment

         

Percent

           

Percent

         

(Dollars in thousands)

 

2019

   

Change

   

2018

   

Change

   

2017

 

Energy

  $ 139       (10.3

)%

  $ 155       (30.2

)%

  $ 222  

Other

         

%

         

%

     

Total research and development

  $ 139       (10.3

)%

  $ 155       (30.2

)%

  $ 222  

 

Research and development costs are associated with the continued research and development of new and existing technologies including GasPT and VE Technology and other products. Research and development expense was down in the Energy segment for both the year ended December 31, 2019 compared to the year ended December 31, 2018 and in the year ended December 31, 2018 compared to 2017. Research and development activities primarily focused on GasPT and VE technologies.

 

Impairment Loss

In 2018, management calculated an excess carrying amount for its Orbital-UK goodwill resulting in the remaining goodwill at Orbital-UK being written off, which was a total of $4.3 million impairment for the year. As of December 31, 2017, management calculated an excess carrying amount for its Orbital-UK goodwill resulting in a $3.2 million impairment. See Note 2 Summary of Significant Accounting Policies - Indefinite-Lived Intangibles and Goodwill Assets for information on the impairment to goodwill in 2018 and 2017.

 

Provision (Credit) for Bad Debt

 

   

For the Years Ended December 31,

 

Provision for (Credit to) Bad Debt by Segment

         

Percent

           

Percent

         

(Dollars in thousands)

 

2019

   

Change

   

2018

   

Change

   

2017

 

Energy

  $ 131       907.7

%

  $ 13       (181.3

)%

  $ (16

)

Other

         

%

         

%

     

Total provision for (credit to) bad debt

  $ 131       907.7

%

  $ 13       (181.3

)%

  $ (16

)

 

Provision for (credit to) bad debt in 2019, 2018 and 2017 represents less than 1% of total revenues and relates to miscellaneous receivables, which the Company has either recorded an allowance for doubtful collections of the receivable or for which the Company has determined the balance to be uncollectible. Credits to the provision for bad debt are generated when aged receivables are collected at a higher rate than was previously reserved, which results in the calculated reserve being reduced.

 

42

 

Other Income (Expense)

 

   

For the Years Ended December 31,

 

(Dollars in thousands)

 

2019

   

Percent

Change

   

2018

   

Percent

Change

   

2017

 

Foreign exchange gain (loss)

  $ 430       (189.4

)%

  $ (481

)

    (406.4

)%

  $ 157  

Interest income

    82       382.4

%

    17       (5.6

)%

    18  

Non-cash gain and unrealized gain on derivative liability

          (100.0

)%

    129       16.2

%

    111  

Other, net

    55       189.5

%

    19       (20.8

)%

    24  

Total other income (expense)

  $ 567       (2.8

)%

  $ (316

)

    (2.0

)%

  $ 310  

 

Fluctuations in Other Income (Expense) are largely due to fluctuations in foreign currency rates. Foreign currency gains and losses are primarily related to intercompany receivables/payables between CUI Global and its U.K Orbital Gas Systems subsidiary. The derivative liability was an interest rate derivative related to the Company's mortgage interest rate and was settled in 2018 as part of the Company's sale leaseback transaction for it's headquarters building. The increase in interest income is primarily related to the related-party note receivable the Company holds, which was received as part of the Company's sale of its electromechanical business in 2019.

 

Investment Income

During the three months ended March 31, 2016, CUI Global's investment in Test Products International, Inc. ("TPI"), 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 interest income on the note of $8 thousand, $17 thousand and $18 thousand for the years ended December 31, 2019, 2018 and 2017, 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 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 $1.7 million were paid in 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 non-cash assets contributed as part of the investment in VPS, which is included in discontinued operations. As of December 31, 2019, the Company's ownership percentage has been reduced to 20.58% 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 December 31, 2019 was $4.9 million as reflected on the consolidated balance sheets.

 

Interest Expense

The Company incurred $61 thousand, $0.2 million, and $0.2 million of interest expense during 2019, 2018 and 2017, respectively. Interest expense is for interest on the short-term note payable, its secured note, secured promissory note, and line of credit and overdraft facility. The Company's secured note was repaid in December 2018 as part of the Company's sale-leaseback transaction, and its secured promissory note, line of credit and overdraft facilities were paid off in 2019. At December 31, 2019 the Company was incurring interest only on its short-term note payable for $0.5 million related to certain financed insurance policies.

 

43

 

Provision (benefit) for taxes

 

The Company is subject to taxation in the U.S., various state and foreign jurisdictions. We continue to record a full valuation allowance against the Company's U.S. and 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."

 

2019 compared to 2018

In 2019, a net tax benefit of $3.0 million, was recorded to the income tax provision from continuing operations for the year ended December 31, 2019 resulting in an effective tax rate of 17.8% compared to a $1.3 million tax benefit from continuing operations for the year ended December 31, 2018 and an effective tax rate of 5.9%. For the year ended December 31, 2019, the income tax benefit primarily represents benefits from losses from continuing operations partially offset by foreign tax rates differing from USA tax rates and an increase in the valuation allowance. For the year ended December 31, 2018, the income tax benefit primarily represents benefits from losses from continuing operations partially offset by foreign tax rates differing from USA tax rates, impairment of foreign purchased goodwill and an increase in the valuation allowance. As of December 31, 2019, we have federal, state and foreign net operating loss carry forwards of approximately $37.2 million, $32.3 million, and $15.5 million, respectively, and for which the federal and state net operating loss carry-forwards will expire between 2027 and 2038.

 

During 2019, the Company provided for a partial valuation allowance against the Company’s Canada net deferred tax assets, which are included in assets held for sale, as it is not “more likely than not,” that the Company will realize a benefit from a portion of 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."

 

2018 compared to 2017

During 2018, the Company provided for a full valuation allowance against the Company’s U.K. net deferred tax assets as it was considered not “more likely than not,” that the Company will realize a benefit from these assets in a future period. In 2018, a net benefit of $1.3 million, was recorded to the income tax provision for the year ended December 31, 2018 resulting in an effective tax rate of 5.9% compared to a $2.3 million tax benefit for the year ended December 31, 2017 and an effective tax rate of 13.9%. For the year ended December 31, 2018, the income tax benefit primarily represents benefits from losses from continuing operations partially offset by foreign tax rates differing from USA tax rates, impairment of foreign purchased goodwill and an increase in the valuation allowance. For the year ended December 31, 2017, the income tax benefit primarily represents benefits from losses from continuing operations partially offset by foreign tax rates differing from USA tax rates, impairment of foreign purchased goodwill and an increase in the valuation allowance.

 

Loss from Continuing Operations, net of income taxes

2019 compared to 2018

The Company had a loss from continuing operations, net of income taxes of $13.6 million for the year ended December 31, 2019 compared to a loss of $21.3 million in 2018. The decreased loss from continuing operations, net of income taxes was due to higher sales and greater margins in 2019 compared to 2018, greater tax benefits and lower goodwill and other asset impairments in 2019 compared to 2018.

 

 

2018 compared to 2017

The Company had a loss from continuing operations, net of income taxes of $21.3 million for the year ended December 31, 2018 compared to a loss from continuing operations, net of income taxes of $13.9 million in 2017. The increased loss from continuing operations, net of income taxes was due to lower margins due largely to an increase to inventory reserves of $1.4 million related to a write-down of inventory and a $1.5 million write down of long-term deposits and other assets that were prepaid within the Energy segment. Also contributing to the higher percentage was a less favorable revenue mix of integration projects in 2018 compared to 2017.

 

44

 

Income from Discontinued Operations, net of income taxes

2019 compared to 2018

 

The Company had income from discontinued operations, net of income taxes of $12.5 million for the year ended December 31, 2019 compared to $4.0 million in 2018. The increase is primarily due to the gain on sale of businesses for 2019.

 

2018 compared to 2017

The Company had income from discontinued operations, net of income taxes of $4.0 million for the year ended December 31, 2018 compared to $1.4 million in 2017 due to a slightly more favorable product mix in the Power and Electromechanical businesses on greater volume.

 

Consolidated Net Loss

2019 compared to 2018

The Company had a net loss of $1.1 million for the year ended December 31, 2019 compared to a net loss of $17.3 million for the year ended December 31, 2018. The decrease in the consolidated net loss for 2019 was primarily the result of the gain on the sale of the domestic power and electromechanical businesses and lower goodwill and other asset impairments.

 

2018 compared to 2017

The Company had a net loss of $17.3 million for the year ended December 31, 2018 compared to a net loss of $12.6 million for the year ended December 31, 2017. The increase in the consolidated net loss for 2018 was primarily the result of higher goodwill impairments, higher inventory reserves and impairment of deposits and other assets.

 

Effect of Inflation and Changing Prices

The Company believes, that during fiscal years ended December 31, 2019, 2018 and 2017, the effect of a hypothetical 100 basis point shift in foreign currency exchange rates applicable to our business would not have had a material impact on our consolidated financial statements.

 

Recently Adopted and Recently Issued Accounting Standards

Information on recently adopted and recently issued accounting standards is included in Note 2 Summary of Significant Accounting Policies - Recent Accounting Pronouncements, to the Consolidated Financial Statements under Part II, Item 8, ‘‘Financial Statements and Supplementary Data.’’

 

Item 7A. Quantitative and Qualitative Disclosure about Market Risk

 

We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. This market risk exposure is primarily a result of fluctuations in foreign currency exchange rates and interest rates. The Company neither holds nor issues financial instruments for trading purposes.

 

The following sections provide quantitative information on the Company’s exposure to foreign currency exchange rate risk and stock price risk. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.

 

Foreign Currency Exchange Rates

The Company conducts continuing operations in two principal currencies: the U.S. dollar, and the British pound sterling. These currencies operate primarily as the functional currency for the Company’s U.S., and UK operations.  Cash is managed centrally within each of the two regions with net earnings invested in the U.S. and working capital requirements met from existing U.S. intercompany liquid funds.

 

Because of fluctuations in currency exchange rates, the Company is subject to currency translation exposure on the results of its operations. Foreign currency translation risk is the risk that exchange rate gains or losses arise from translating foreign entities’ statements of earnings and balance sheets from functional currency to the Company’s reporting currency, the U.S. dollar, for consolidation purposes. As currency exchange rates fluctuate, translation of our Statements of Operations into U.S. dollars affects the comparability of revenues and operating expenses between years.

 

45

 

Revenues and operating expenses are primarily denominated in the currencies of the countries in which our continuing operations are located, the U.S., and UK. Our consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.

 

The table below details the percentage of revenues and expenses by the two principal currencies for the fiscal years ended December 31, 2019, 2018 and 2017:

 

 

   

U.S. Dollar

   

British

Pound

Sterling

 

Fiscal year ended December 31, 2019

               

Revenues

    40

%

    60

%

Operating expenses

    61

%

    39

%

Fiscal year ended December 31, 2018

               

Revenues

    23

%

    77

%

Operating expenses

    41

%

    59

%

Fiscal year ended December 31, 2017

               

Revenues

    18

%

    82

%

Operating expenses

    43

%

    57

%

 

To date, we have not entered into any hedging arrangements with respect to foreign currency risk and have limited activity with forward foreign currency contracts or other similar derivative instruments.

 

Investment Risk

The Company has an Investment Policy that, inter alia, provides an internal control structure that takes into consideration safety (credit risk and interest rate risk), liquidity and yield. Our Investment officers, CEO and CFO, oversee the investment portfolio and compile a quarterly analysis of the investment portfolio when applicable for internal use. In addition, the Company implemented a new Investment Committee in 2019 to administer and operate the portfolio. At December 31, 2019, the Investment Committee is comprised of C. Stephen Cochennet, Corey A. Lambrecht, Chairman, and Daniel Ford, CFO. See Item 10 of this Form 10-K for more information on the Company’s Investment Committee.

 

Cash and cash equivalents are diversified and maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions of reputable credit, therefore, bear minimal credit risk.

 

The Company has trade receivable and revenue concentrations with large customers, which include a large concentration of trade receivables and revenues in the United Kingdom.

 

46

 

Item 8.  Financial Statements and Supplementary Data

 

This item includes the following financial information:

 

 

Page

Reports of Independent Registered Public Accounting Firms

48

   

Consolidated Balance Sheets

50

   

Consolidated Statements of Operations

51

   

Consolidated Statements of Comprehensive Income and (Loss)

52

   

Consolidated Statements of Changes in Stockholders’ Equity

53

   

Consolidated Statements of Cash Flows

54

   

Notes to Consolidated Financial Statements

55 – 90

   

Quarterly Financial Data

91

 

47

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Board of Directors and Stockholders

 

CUI Global, Inc.

 

Opinion on the financial statements

We have audited the accompanying consolidated balance sheet of CUI Global, Inc. and subsidiaries (the “Company”) as of December 31, 2019, the related consolidated statements of operations and comprehensive income and (loss), changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Adoption of new accounting standard

As discussed in Note 16 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.

 

Basis for opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

 

 

 

/s/ GRANT THORNTON LLP

 

We have served as the Company’s auditor since 2019.

 

 

 

 

Portland, Oregon

March 30, 2020

 

48

 

Report of Independent Registered Public Accounting Firm

 

 

 

Stockholders and Board of Directors

CUI Global, Inc.

Tualatin, Oregon

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheet of CUI Global, Inc. and Subsidiaries (the “Company”) as of December 31, 2018, the related consolidated statements of operations, comprehensive income and (loss), changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at December 31, 2018, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Adoption of New Accounting Standard

 

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method for the recognition, measurement, presentation and disclosure of revenue in the year ended December 31, 2018 due to the adoption of ASC 606, Revenue from Contracts with Customers.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Emphasis of a Matter

 

As discussed in Note 2 to the consolidated financial statements, on September 30, 2019 and on November 11, 2019, the Company entered into agreements to divest itself of certain businesses and components of its Power and Electromechanical segment and has also decided to discontinue the remaining businesses of the segment. The consolidated balance sheet as of December 31, 2018 and the consolidated statements of operations for each of the two years in the period ended December 31,2018 and the accompanying notes to consolidated financial statements have been adjusted to reflect the Power and Electromechanical segment as discontinued operations.

 

 

/s/ Perkins & Company, P.C.

 

We have previously served as the Company's auditor from 2014 through 2018.

 

Portland, Oregon

 

March 18, 2019, except for Note 2, which is as of March 30, 2020

 

49

 

 

CUI Global, Inc.

Consolidated Balance Sheets

As of December 31, 2019 and 2018

 

   

December 31,

   

December 31,

 

(In thousands, except share and per share amounts)

 

2019

   

2018

 

Assets:

               

Current Assets:

               

Cash and cash equivalents

  $ 23,351     $ 3,979  

Trade accounts receivable, net of allowance of $47 and $17, respectively

    5,295       5,034  

Inventories

    1,631       1,622  

Contract assets

    2,309       1,744  

Note receivable, current portion

          318  

Prepaid expenses and other current assets

    2,215       1,512  

Assets held for sale, current portion

    6,893       21,272  

Total current assets

    41,694       35,481  

Property and equipment, less accumulated depreciation of $1,441 and $1,284, respectively

    4,454       4,540  

Investment in VPS - equity method

    4,865        

Right of use assets - Operating leases

    5,524        

Other intangible assets, less accumulated amortization of $11,191 and $9,601, respectively

    4,298       5,353  

Restricted cash

          523  

Note receivable

    3,253        

Convertible note receivable

          655  

Deposits and other assets

    70       508  

Assets held for sale, noncurrent portion

          23,107  

Total assets

  $ 64,158     $ 70,167  
                 

Liabilities and Stockholders' Equity:

               

Current Liabilities:

               

Accounts payable

  $ 2,904     $ 1,520  

Short-term overdraft facility

          1,344  

Notes payable, current

    473        

Operating lease obligations - current portion

    821        

Accrued expenses

    5,159       1,893  

Contract liabilities

    1,668       1,956  

Deferred gain on leaseback, current portion

          289  

Liabilities held for sale, current portion

    4,970       11,584  

Total current liabilities

    15,995       18,586  
                 

Operating lease obligations, less current portion

    4,852        

Deferred gain on leaseback, less current portion

          2,599  

Liabilities held for sale, noncurrent portion

          7,241  

Other long-term liabilities

    194       203  

Total liabilities

    21,041